**Exhibit 10**

 

**BOISECASCADE, L.L.C.**

**Annual Incentive Award Notification**

**Corporate**

*Chief Executive Officer*

 

**This**AnnualIncentive AwardNotification (“Notification”) is granted on March 31, 2008,by Boise Cascade, L.L.C. (“Boise”) to William Thomas Stephens (“Awardee” or “you”)pursuant to the Boise Incentive and Performance Plan (the “Plan”) and pursuantto the following terms:

** **

**1.**                                       Any payment (“Award”) made under this Notificationand the Plan is subject to all the terms and conditions of the Plan.  An Award is not earned until paid.

** **

2.                                       Forpurposes of this Award, the following terms shall have the meanings statedbelow.  All capitalized terms not definedin this Notification shall have the meaning stated in the Plan.

 

2.1.                             “AwardPeriod” means the 2008 calendar year.

 

2.2.                             “BaseSalary” means your annual pay rate in effect at the end of the Award Period,without taking into account (a) any amounts deferred pursuant to anelection under any 401(k) plan, pre-tax premium plan, deferredcompensation plan, or flexible spending account sponsored by Boise during theAward Period, (b) any incentive compensation, employee benefit, or othercash benefit paid or provided under any retention, incentive, bonus or employeebenefit plan sponsored by Boise, and (c) any excellence award, gains uponstock option exercises, restricted stock grants or vesting, moving or travelexpense reimbursement, imputed income, or tax gross-ups, without regard towhether the payment or gain is taxable income to you.

 

2.3.                             “EBITDA”means earnings before interest, taxes, and non-cash items such as depreciation,depletion, and amortization, adjusted for non-cash long-term compensation.

 

2.4.                             “Safety”means the recordable incident rate for Boise, including internationaloperations.

 

3.                                       Yourtarget award percentage is 100% of your Base Salary.

 

4.                                       ThePerformance Goals applicable to your Award are corporate EBITDA, Safety, anddiscrete performance objectives as may be determined as part of your work planoutlined by the Compensation Committee. All Performance Goal calculations, including Base Salary, corporateEBITDA, Safety, and any other performance objectives, shall be made by Boise,in its sole discretion.  Your Award willbe determined as follows:

 

4.1.                             *Corporate EBITDA*. Target corporate EBITDA has been established.  Boise will determine actual corporate EBITDAand, using the attached payout chart, a payout multiple will beidentified.  Your Base Salary will bemultiplied by your target award percentage, and the resulting number will bemultiplied by the identified corporate EBITDA payout multiple to reach theamount of the Award.

 

4.2.                             *Safety Adjustment.* Your target award amount may be adjusted based on Safety results, asfollows.  The target recordable incidentrate is 2.3.  Boise will determine theactual recordable incident rate.  If theactual recordable incident rate is greater than target, the amount of thetarget award amount calculated pursuant to Section 4.1 will be reduced by10%.  If the actual recordable incidentrate is less than or equal to target, no reduction for

 

----

 

Safety will apply.

 

4.3.                             *Additional Adjustments.* The Compensation Committee may recommend increasing or decreasing yourtarget award amount by up to 50% based on your performance relative to the workplan outlined with the Committee. Notwithstanding your Performance Goals, Boise and/or the Committeereserve the right to adjust or eliminate the target award amount, at any timeuntil paid, in their sole and absolute discretion, whether or not yourPerformance Goals have been met.  Suchadjustment or elimination shall be based upon such factors as Boise or theCommittee deems relevant to its determination.

 

4.4.                             *General Terms*.  Payoutmultiples between numbers indicated on the chart will be calculated usingstraight-line interpolation.  Your Awardis capped at 2 times your target award percentage.

 

5.                                       ThisAward, if any, will be paid in cash or other method of delivering comparablevalue no later than March 15, 2009.

 

6.                                       Ifyou terminate employment before December 31, 2008, the determination ofyour Award, if any, will be treated in accordance with the Plan and in suchmanner as determined by the Committee. If you terminate employment after December 31, 2008, and before anAward is paid, other than as described in Section 7(a) of the Plan,whether voluntarily or involuntarily, with or without cause, you may or may notbe eligible to receive an Award for the Award Period, as determined by Boise inits sole and absolute discretion.

 

7.                                       Ifany provision of this Notification or the Plan is held to be illegal or invalidfor any reason, such illegality or invalidity shall not affect the remainingparts of the Notification and Plan, and they shall be construed and enforced asif the illegal or invalid provision were not included.

 

8.                                       Youshall have no power or right to transfer, assign, anticipate, pledge,hypothecate, or otherwise encumber all or any part of any amount which may bepaid to you under this Notification and the Plan.

 

[Graphics]

 

2

----

 

**BOISECASCADE, L.L.C.**

**Annual Incentive Award Notification**

**Corporate**

*Executive Vice President and Chief FinancialOfficer*

 

**This**AnnualIncentive AwardNotification (“Notification”) is granted on March 31, 2008,by Boise Cascade, L.L.C. (“Boise”) to Tom Carlile (“Awardee” or “you”) pursuantto the Boise Incentive and Performance Plan (the “Plan”) and pursuant to thefollowing terms:

** **

**1.**                                       Any payment (“Award”) made under this Notificationand the Plan is subject to all the terms and conditions of the Plan.  An Award is not earned until paid.

** **

2.                                       Forpurposes of this Award, the following terms shall have the meanings statedbelow. All capitalized terms not defined in this Notification shall have themeaning stated in the Plan.

 

2.1.                             “AwardPeriod” means the 2008 calendar year.

 

2.2.                             “BaseSalary” means your annual pay rate in effect at the end of the Award Period,without taking into account (a) any amounts deferred pursuant to anelection under any 401(k) plan, pre-tax premium plan, deferred compensationplan, or flexible spending account sponsored by Boise during the Award Period, (b) anyincentive compensation, employee benefit, or other cash benefit paid orprovided under any retention, incentive, bonus or employee benefit plansponsored by Boise, and (c) any excellence award, gains upon stock optionexercises, restricted stock grants or vesting, moving or travel expensereimbursement, imputed income, or tax gross-ups, without regard to whether thepayment or gain is taxable income to you.

 

2.3.                             “EBITDA”means earnings before interest, taxes, and non-cash items such as depreciation,depletion, and amortization, adjusted for non-cash long-term compensation.

 

2.4.                             “Safety”means the recordable incident rate for Boise, including international operations.

 

3.                                       Yourtarget award percentage is 65% of your Base Salary.

 

4.                                       ThePerformance Goals applicable to your Award are corporate EBITDA, Safety, anddiscrete performance objectives as may be determined as part of your work planoutlined by your supervisor.  AllPerformance Goal calculations, including Base Salary, corporate EBITDA, Safety,and any other performance objectives, shall be made by Boise, in its solediscretion.  Your Award will bedetermined as follows:

 

4.1.                             *Corporate EBITDA*. Target corporate EBITDA has been established.  Boise will determine actual corporate EBITDAand, using the attached payout chart, a payout multiple will beidentified.  Your Base Salary will bemultiplied by your target award percentage, and the resulting number will bemultiplied by the identified corporate EBITDA payout multiple to reach theamount of the Award.

 

4.2.                             *Safety Adjustment.* Your target award amount may be adjusted based on Safety results, asfollows.  The target recordable incidentrate is 2.3.  Boise will determine theactual recordable incident rate.  If theactual recordable incident rate is greater than target, the amount of thetarget award amount calculated pursuant to Section 4.1 will be reduced by10%.  If the actual recordable incidentrate is less than or equal to target, no reduction for

 

3

----

 

Safety will apply.

 

4.3.                             *Additional Adjustments.* Your supervisor may recommend increasing or decreasing your target awardamount by up to 50% based on your performance relative to the work planoutlined with your supervisor. Notwithstanding your Performance Goals and any supervisorrecommendation, Boise and/or the Committee reserve the right to adjust oreliminate the target award amount, at any time until paid, in their sole andabsolute discretion, whether or not your Performance Goals have been met.  Such adjustment or elimination shall be basedupon such factors as Boise or the Committee deems relevant to its determination.

 

4.4.                             *General Terms*.  Payoutmultiples between numbers indicated on the chart will be calculated usingstraight-line interpolation.  Your Awardis capped at 2 times your target award percentage.

 

5.                                       ThisAward, if any, will be paid in cash or other method of delivering comparablevalue no later than March 15, 2009.

 

6.                                       Ifyou terminate employment before December 31, 2008, the determination ofyour Award, if any, will be treated in accordance with the Plan and in suchmanner as determined by the Committee. If you terminate employment after December 31, 2008, and before anAward is paid, other than as described in Section 7(a) of the Plan,whether voluntarily or involuntarily, with or without cause, you may or may notbe eligible to receive an Award for the Award Period, as determined by Boise inits sole and absolute discretion.

 

7.                                       Ifany provision of this Notification or the Plan is held to be illegal or invalidfor any reason, such illegality or invalidity shall not affect the remainingparts of the Notification and Plan, and they shall be construed and enforced asif the illegal or invalid provision were not included.

 

8.                                       Youshall have no power or right to transfer, assign, anticipate, pledge,hypothecate, or otherwise encumber all or any part of any amount which may bepaid to you under this Notification and the Plan.

 

[Graphics]

 

4

----

 

**BOISECASCADE, L.L.C.**

**Annual Incentive Award Notification**

**Building Materials Distribution**

*President*

 

**This**AnnualIncentive AwardNotification (“Notification”) is granted on March 31, 2008,by Boise Cascade, L.L.C. (“Boise”) to Stanley Bell (“Awardee” or “you”)pursuant to the Boise Incentive and Performance Plan (the “Plan”) and pursuantto the following terms:

** **

**1.**                                       Any payment (“Award”) made under this Notificationand the Plan is subject to all the terms and conditions of the Plan.  An Award is not earned until paid.

** **

2.                                       Forpurposes of this Award, the following terms shall have the meanings statedbelow.  All capitalized terms not definedin this Notification shall have the meaning stated in the Plan.

 

2.1.                             “AwardPeriod” means the 2008 calendar year.

 

2.2.                             “BaseSalary” means your annual pay rate in effect at the end of the Award Period,without taking into account (a) any amounts deferred pursuant to an electionunder any 401(k) plan, pre-tax premium plan, deferred compensation plan,or flexible spending account sponsored by Boise during the Award Period, (b) anyincentive compensation, employee benefit, or other cash benefit paid orprovided under any retention, incentive, bonus or employee benefit plansponsored by Boise, and (c) any excellence award, gains upon stock optionexercises, restricted stock grants or vesting, moving or travel expensereimbursement, imputed income, or tax gross-ups, without regard to whether thepayment or gain is taxable income to you.

 

2.3.                             “CorporateEBITDA” means earnings before interest, taxes, and non-cash items such asdepreciation, depletion, and amortization, adjusted for non-cash long-termcompensation.

 

2.4.                             “DivisionEBITDA” means earnings before interest, taxes, and non-cash items such asdepreciation, depletion, and amortization, adjusted for non-cash long-termcompensation.

 

2.5.                             “PRONWC”means Pre-tax Return on Net Working Capital, which is calculated as Net Incomedivided by Average Net Working Capital. For purposes of calculating PRONWC:

 

2.5.1.                    “Net Income” means net operatingincome (loss) for the division, as shown on the division’s income statement.

 

2.5.2.                    “Average Net Working Capital” meansa 13 month average of net working capital for the division.  The 13 months used are the 12 months duringthe Award Period, plus the month of December 2007.

 

2.6.                              “Safety”means the recordable incident rate for Boise, including internationaloperations.

 

3.                                       Yourtarget award percentage is 55% of your Base Salary.

 

4.                                       ThePerformance Goals applicable to your Award are Corporate EBITDA, DivisionEBITDA, PRONWC, Safety, and discrete performance objectives as may bedetermined as part of your work plan outlined by your supervisor.  All Performance Goal calculations, includingBase Salary, Corporate EBITDA, Division EBITDA, PRONWC, Safety, and any otherperformance objectives,

 

5

----

 

shall be made by Boise, in its sole discretion.  Your Award will be determined as follows:

 

4.1.                             *Corporate EBITDA*.  25%of your Award will be based on Corporate EBITDA.  Target Corporate EBITDA has beenestablished.  Boise will determine actualCorporate EBITDA and, using the attached payout chart, a payout multiple willbe identified.  To calculate theCorporate EBITDA portion of the payout, your Base Salary will be multiplied byyour target award percentage; that result will then be multiplied by theidentified Corporate EBITDA payout multiple; and that result will be multipliedby 25%.

 

4.2.                             *Division EBITDA*. 37.5% of your Award will be based on Division EBITDA.  Target EBITDA for Building MaterialsDistribution has been established.  Boisewill determine actual Division EBITDA and, using the attached payout chart, apayout multiple will be identified.  Tocalculate the Division EBITDA portion of the payout, your Base Salary will bemultiplied by your target award percentage; that result will then be multipliedby the identified Division EBITDA payout multiple; and that result will bemultiplied by 37.5%.

 

4.3.                             *PRONWC*.  37.5% of yourAward will be based on Building Materials Distribution PRONWC.  Target PRONWC for Building MaterialsDistribution has been established.  Boisewill determine actual PRONWC and, using the attached payout chart, a payoutmultiple will be identified.  Tocalculate the PRONWC portion of the payout, your Base Salary will be multipliedby your target award percentage; that result will then be multiplied by theidentified PRONWC payout multiple; and that result will be multiplied by 37.5%.

 

4.4.                             *Safety Adjustment.* Your target award amount may be adjusted based on Safety results, asfollows.  The target recordable incidentrate is 2.3.  Boise will determine theactual recordable incident rate.  If theactual recordable incident rate is greater than target, the aggregate amount ofthe target award amount calculated pursuant to Sections 4.1, 4.2, and 4.3will be reduced by 10%.  If the actualrecordable incident rate is less than or equal to target, no reduction forSafety will apply.

 

4.5.                             *Additional Adjustments.* Your supervisor may recommend increasing or decreasing your target awardamount by up to 50% based on your performance relative to the work planoutlined with your supervisor.  Notwithstandingyour Performance Goals and any supervisor recommendation, Boise and/or theCommittee reserve the right to adjust or eliminate the target award amount, atany time until paid, in their sole and absolute discretion, whether or not yourPerformance Goals have been met.  Suchadjustment or elimination shall be based upon such factors as Boise or theCommittee deems relevant to its determination.

 

4.6.                             *General Terms*.  Payoutmultiples between numbers indicated on the chart will be calculated using straight-lineinterpolation.  Your Award is capped at 2times your target award percentage for Corporate and Division EBITDA and at2.25 times your target award percentage for PRONWC.

 

5.                                       ThisAward, if any, will be paid in cash or other method of delivering comparablevalue no later than March 15, 2009.

 

6.                                       Ifyou terminate employment before December 31, 2008, the determination ofyour Award, if any, will be treated in accordance with the Plan and in suchmanner as determined by the Committee. If you terminate employment after December 31, 2008, and before anAward is paid, other than as described in Section 7(a) of the Plan,whether voluntarily or involuntarily, with or without cause, you may or may notbe eligible to receive an Award for the Award Period, as determined

 

6

----

 

by Boise in its sole and absolute discretion.

 

7.                                       Ifany provision of this Notification or the Plan is held to be illegal or invalidfor any reason, such illegality or invalidity shall not affect the remainingparts of the Notification and Plan, and they shall be construed and enforced asif the illegal or invalid provision were not included.

 

8.                                       Youshall have no power or right to transfer, assign, anticipate, pledge,hypothecate, or otherwise encumber all or any part of any amount which may bepaid to you under this Notification and the Plan.

 

[Graphics]

 

7

----

 

**BOISECASCADE, L.L.C.**

**Annual Incentive Award Notification**

**Wood Products**

*President*

 

**This**AnnualIncentive AwardNotification (“Notification”) is granted on March 31, 2008,by Boise Cascade, L.L.C. (“Boise”) to Thomas Lovlien (“Awardee” or “you”)pursuant to the Boise Incentive and Performance Plan (the “Plan”) and pursuantto the following terms:

** **

**1.**                                       Any payment (“Award”) made under this Notificationand the Plan is subject to all the terms and conditions of the Plan.  An Award is not earned until paid.

** **

2.                                       Forpurposes of this Award, the following terms shall have the meanings statedbelow.  All capitalized terms not definedin this Notification shall have the meaning stated in the Plan.

 

2.1.                             “AwardPeriod” means the 2008 calendar year.

 

2.2.                             “BaseSalary” means your annual pay rate in effect at the end of the Award Period,without taking into account (a) any amounts deferred pursuant to anelection under any 401(k) plan, pre-tax premium plan, deferredcompensation plan, or flexible spending account sponsored by Boise during theAward Period, (b) any incentive compensation, employee benefit, or othercash benefit paid or provided under any retention, incentive, bonus or employeebenefit plan sponsored by Boise, and (c) any excellence award, gains uponstock option exercises, restricted stock grants or vesting, moving or travelexpense reimbursement, imputed income, or tax gross-ups, without regard towhether the payment or gain is taxable income to you.

 

2.3.                             “EBITDA”means earnings before interest, taxes, and non-cash items such as depreciation,depletion, and amortization, adjusted for non-cash long-term compensation.

 

2.4.                             “Safety”means the recordable incident rate. Safety may be measured on a company-wide basis (including internationaloperations) or for the Wood Products division.

 

3.                                       Yourtarget award percentage is 55% of your Base Salary.

 

4.                                       ThePerformance Goals applicable to your Award are corporate EBITDA, Wood ProductsEBITDA, company-wide Safety, Wood Products Safety, and discrete performanceobjectives as may be determined as part of your work plan outlined by yoursupervisor.  All Performance Goalcalculations, including Base Salary, corporate EBITDA, Wood Products EBITDA,company-wide Safety, Wood Products Safety, and any other performanceobjectives, shall be made by Boise, in its sole discretion.  Your Award will be determined as follows:

 

4.1.                             *Corporate EBITDA*.  25%of your Award will be based on corporate EBITDA.  Target corporate EBITDA has beenestablished.  Boise will determine actualcorporate EBITDA and, using the attached payout chart, a payout multiple willbe identified.  To calculate thecorporate EBITDA portion of the payout, your Base Salary will be multiplied byyour target award percentage; that result will then be multiplied by theidentified corporate EBITDA payout multiple; and that result will be multipliedby 25%.

 

4.1.1.                    *Safety Adjustment forCorporate EBITDA*.  Thecorporate EBITDA portion of your target award amount may be adjusted based oncompany-wide Safety results, as follows. The target recordable incident rate is 2.3.  Boise will determine the

 

8

----

 

actual recordable incident rate. If the actual recordable incident rate is greater than target, theamount of the target award amount calculated pursuant to Section 4.1 willbe reduced by 10%.  If the actual recordableincident rate is less than or equal to target, no reduction for Safety willapply.

 

4.2.                             *Wood Products EBITDA*. 75% of your Award will be based on Wood Products EBITDA.  Target Wood Products EBITDA has beenestablished.  Boise will determine actualWood Products EBITDA and, using the attached payout chart, a payout multiplewill be identified.  To calculate theWood Products EBITDA portion of the payout, your Base Salary will be multipliedby your target award percentage; that result will then be multiplied by theidentified Wood Products EBITDA payout multiple; and that result will bemultiplied by 75%.

 

4.2.1.                    *Safety Adjustment for WoodProducts EBITDA.*  The WoodProducts EBITDA portion of your target award amount may be adjusted based onWood Products Safety results, as follows. The target recordable incident rate is 2.25.  Boise will determine the actual recordableincident rate.  If the actual recordableincident rate is greater than target, the amount of the target award amountcalculated pursuant to Section 4.2 will be reduced by 10%.  If the actual recordable incident rate isless than or equal to target, no reduction for Safety will apply.

 

4.3.                             *Additional Adjustments.* Your supervisor may recommend increasing or decreasing your target awardamount by up to 50% based on your performance relative to the work planoutlined with your supervisor. Notwithstanding your Performance Goals and any supervisorrecommendation, Boise and/or the Committee reserve the right to adjust oreliminate the target award amount, at any time until paid, in their sole andabsolute discretion, whether or not your Performance Goals have been met.  Such adjustment or elimination shall be basedupon such factors as Boise or the Committee deems relevant to itsdetermination.

 

4.4.                             *General Terms*.  Payoutmultiples between numbers indicated on the chart will be calculated usingstraight-line interpolation.  Your Awardis capped at 2 times your target award percentage.

 

5.                                       ThisAward, if any, will be paid in cash or other method of delivering comparablevalue no later than March 15, 2009.

 

6.                                       Ifyou terminate employment before December 31, 2008, the determination ofyour Award, if any, will be treated in accordance with the Plan and in suchmanner as determined by the Committee.  If you terminate employment after December 31,2008, and before an Award is paid, other than as described in Section 7(a) ofthe Plan, whether voluntarily or involuntarily, with or without cause, you mayor may not be eligible to receive an Award for the Award Period, as determinedby Boise in its sole and absolute discretion.

 

7.                                       Ifany provision of this Notification or the Plan is held to be illegal or invalidfor any reason, such illegality or invalidity shall not affect the remainingparts of the Notification and Plan, and they shall be construed and enforced asif the illegal or invalid provision were not included.

 

You shall have no power or right to transfer, assign, anticipate,pledge, hypothecate, or otherwise encumber all or any part of any amount whichmay be paid to you under this Notification and the Plan.

 

[Graphics]

 

9

----