Exhibit 10.37


 


BOISE PAPER HOLDINGS, L.L.C.


 


SUPPLEMENTAL PENSION PLAN


 


(Effective February 22, 2008)


 

















 


BOISE PAPER HOLDINGS, L.L.C.


SUPPLEMENTAL PENSION PLAN


 


ARTICLE I


 


1.             Purpose of the
Plan. It is the policy of Boise Paper Holdings, L.L.C. (the “Company”) to
provide retirement benefits to eligible employees in accordance with the terms
and conditions of the Company’s retirement plans. Under certain circumstances
the effect of federal and state tax laws may preclude payment of full benefits
to which an employee is otherwise entitled out of the assets of the Company’s
retirement plans qualified under Section 401 of the Internal Revenue Code
of 1986, as amended. In addition, the election of certain employees to
voluntarily defer receipt of otherwise taxable and pensionable compensation may
have the effect of reducing the amount of retirement benefits which such
employees would otherwise be entitled to receive out of the Company’s
tax-qualified retirement plans. In order to ensure that employees of the Company
receive the full retirement benefits earned during the course of their
employment with the Company, the Company will provide benefits as described in
this Plan.


 


ARTICLE II


 


2.             Definitions.


 


2.1           “Act” means the
Employee Retirement Income Security Act of 1974 (“ERISA”), as amended from time
to time.


 


2.2           “BCC SUPP” means the
Boise Cascade Corporation Supplemental Pension Plan (As Amended Through September 26,
2003), now known as the OfficeMax Incorporated Supplemental Pension Plan.


 


2.3           “BCLLC SUPP” means the
Boise Cascade, L.L.C. Supplemental Pension Plan.


 


2.4           “Code” means the
Internal Revenue Code of 1986, as amended from time to time.


 


2.5           “Company” means Boise
Paper Holdings, L.L.C., and any of its subsidiaries or affiliated business
entities participating in the Pension Plan.


 


2.6           “Compensation” means a
Participant’s compensation as defined in the Pension Plan, but without regard
to any limitations required by Section 401(a)(17) of the Code, and
including amounts voluntarily deferred at the Participant’s election under any
of the nonqualified deferred compensation plans of the Company.


 


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2.7           “Effective Date” means February 22,
2008.


 


2.8           “Frozen Benefit” means (i) the
monthly benefit that would have been paid to a Transferred Participant under
the BCC SUPP as if such participant had been eligible to retire with a fully
vested benefit and had retired under the terms of the Boise Cascade Corporation
Pension Plan for Salaried Employees as of October 28, 2004, plus (ii) the
monthly benefit that would have been paid to that Transferred Participant under
the BCLLC SUPP as if such participant had been eligible to retire with a fully
vested benefit and had retired under the terms of the Boise Cascade, L.L.C. Pension
Plan for Salaried Employees as of February 21, 2008. In the event that
either the BCC SUPP or the BCLLC SUPP is terminated prior to the payment of any
benefits under this Plan and/or a Participant receives a payout of his or her
benefits under such plan(s), such payout (or the actuarial equivalent thereof)
shall be the Frozen Benefit.


 


2.9           “Maximum Benefit” means
the monthly equivalent of the maximum benefit permitted by the Code to be paid
to a participant in the Company’s Pension Plan, taking into account all
limitations required by the Code in order for the Pension Plan to retain its
qualified status under Section 401 of the Code.


 


2.10         “Participant” means any
employee of the Company who is an active Participant in the Pension Plan on or
after the Effective Date and whose pension benefits determined on the basis of
the provisions of the Pension Plan, without regard to the limitations of the
Code, would exceed the Maximum Benefits permitted under the Code.


 


2.11         “Pension Plan” means the
Boise Paper Holdings, L.L.C. Pension Plan for Salaried Employees, as amended
from time to time.


 


2.12         “Plan” means this Boise
Paper Holdings, L.L.C. Supplemental Pension Plan, as amended from time to time,
which is an unfunded plan providing benefits for a select group of senior
management or highly compensated employees of the Company.


 


2.13         “Plan Administrator”
means the individual(s) designated by the Company as the Plan
Administrator for purposes of compliance with the requirements of the Act.


 


2.14         “Separation from Service”
means the Participant’s ceasing to be employed by the Company for any reason
whatsoever, whether voluntarily or involuntarily, including without limitation
by reason of early retirement, normal retirement, or death, provided that
transfer from the Company to a subsidiary or vice versa shall not be deemed a
Separation from Service for purposes of this Plan. A Separation from Service
shall also occur if (a) the Participant is on a leave of absence that
exceeds 6 months and the Participant does not have a statutory or
contractual right of reemployment, in which case, Separation from Service shall
be deemed to have occurred on the first day following the 6-month period, (b) the
Participant is on a leave 


 


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of absence that exceeds 6
months and the Participant’s statutory or contractual right of reemployment
ends, in which case Separation from Service shall be deemed to have occurred on
the first day following the end of the right of reemployment, or (c) the
Company and the Participant reasonably anticipate that the level of services
the Participant will perform for the Company (whether as an employee or an
independent contractor) will permanently decrease to 20% or less of the average
level of services performed for the Company over the preceding 36 months. Determination
of whether a Separation from Service has occurred will be made subject to the
facts and circumstances of each situation and will comply with Internal Revenue
Code Section 409A.


 


2.15         “Specified Employee”
means a “specified employee” as defined in Treasury Regulation §1.409A-1(i) (or
any successor regulation). For purposes of identifying Specified Employees, the
specified employee identification date is December 31st of
each year and the specified employee effective date is April 1st of each year.


 


2.16         “Transferred Participant”
means any employee of the Company who was (i) an active participant in the
Boise Cascade Corporation Spun-off Pension Plan for Salaried Employees
immediately before October 29, 2004, and/or (ii) an active
participant in the Boise Cascade, L.L.C. Spun-off Pension Plan for Salaried
Employees immediately before February 22, 2008, and in each case whose
pension benefits determined on the basis of the provisions of such plan, without
regard to the limitations of the Code, would exceed the monthly equivalent of
the maximum benefit permitted by the Code to be paid to a participant in such
plan, taking into account all limitations required by the Code in order for
such plan to retain its qualified status under Section 401 of the Code.


 


2.17         “Unrestricted Benefit”
means the maximum monthly normal, early, or deferred vested (or disability)
retirement benefit, whichever is applicable, which a Participant has earned,
calculated in accordance with the benefit formula under the Pension Plan and
determined without regard to any limitations imposed by the Code, including but
not limited to limitations under Code Sections 401(a)(17) and 415. The
amount of the Unrestricted Benefit shall be based on a Participant’s
Compensation as defined in this Plan.


 


2.18         All capitalized terms
used herein not otherwise defined shall have the meaning ascribed to such terms
under the Pension Plan.


 


ARTICLE III


 


3.             Benefits.


 


3.1           Normal Retirement
Benefit. Upon the Normal Retirement of a Participant, as defined in the
Pension Plan, a Participant shall be entitled to a monthly 


 


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benefit under this Plan
equal in amount to his or her Unrestricted Benefit minus (i) the Maximum
Benefit and (ii) the Frozen Benefit. If the calculations made pursuant to
this section produce no monthly benefits for a Participant, then this Plan
shall not apply to that Participant.


 


3.2           Early Retirement
Benefit. Upon the early retirement of a Participant as provided under the
Pension Plan, such Participant shall be entitled to a monthly benefit under
this Plan equal to his or her Unrestricted Benefit minus (i) the Maximum
Benefit and (ii) the Frozen Benefit. If the calculations made pursuant to
this section produce no monthly benefits for a Participant, then this Plan
shall not apply to that Participant.


 


3.3           Deferred Vested
Retirement Benefit. If a Participant terminates employment with the Company
and is entitled to a deferred vested retirement benefit provided under the
Pension Plan, such Participant shall be entitled to a monthly benefit under
this Plan equal to his or her Unrestricted Benefit minus (i) the Maximum
Benefit and (ii) the Frozen Benefit. If the calculations made pursuant to this
section produce no monthly benefits for a Participant, then this Plan shall not
apply to that Participant.


 


3.4           Spousal Pension
Benefit. Subject to Section 3.5 below, on the death of a Participant
whose spouse is eligible for a pre- or post-retirement surviving spouse benefit
under the Pension Plan, the Participant’s surviving spouse shall be entitled to
a monthly benefit equal to the surviving spouse benefit determined in
accordance with the provisions of the Pension Plan without regard to the
limitations under the Code, minus (i) the Maximum Benefit and (ii) the
Frozen Benefit. If the calculations made pursuant to this section produce no
monthly benefits for a Participant’s surviving spouse, then this Plan shall not
apply to that surviving spouse.


 


3.5           Forms of Benefit
Payment.


 


(a)           If on the date of a
Participant’s Separation from Service, his or her accrued vested benefit under
this Plan is less than $10,000 in present value (calculated in accordance with
present value determinations under the Pension Plan), such benefit shall be
distributed in a lump sum on February 1 of the calendar year following the
year in which Separation from Service occurred, subject to subsection (d) below.


 


(b)           If on the
date of a Participant’s Separation from Service, his or her accrued vested
benefit under this Plan is equal to or greater than $10,000 in present value
(calculated in accordance with present value determinations under the Pension
Plan), then, subject to subsection (d) below, such benefit shall be
distributed in a lump sum on February 1 of the calendar year following the
year in which Separation from Service occurred unless the Participant has made
a valid election otherwise. A Partcipant must make the election no later than
30 days after the first day of the Participant’s taxable year immediately
following the first year the Participant accrues a benefit hereunder and may
elect to have his or her benefit paid in monthly installments 


 


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over a period not to exceed 15 years,
commencing upon the later of Separation from Service or a date specified by the
Participant which date shall not be later than the first of the month following
the Participant’s 65th birthday. Payment elections are irrevocable at the end
of the 30 day period.


 


(c)           For purposes
of this Section 3.5, the calculation of whether a Participant’s accrued
vested benefit exceeds $10,000 shall be net of any Maximum Benefit or Frozen
Benefit to which a Participant is entitled.


 


(d)           Payments to
a Specified Employee made pursuant to subsection (a) or (b) above may
not be made within six calendar months following the Participant’s Separation
from Service, provided that payments to be made to a Participant’s beneficiary
due to the Participant’s death shall not be subject to this restriction. Payments
which would otherwise be made to a Participant during that six month period
shall be accumulated and paid on the first day of the seventh calendar month
after the Participant’s Separation from Service.


 


3.6           Taxes. The
Company shall deduct from all payments made under this Plan all applicable
federal or state taxes required by law to be withheld.


 


ARTICLE IV


 


4.             Plan
Administration.


 


4.1           Administrator. The
Plan shall be administered by the Company, acting through its Plan
Administrator, which shall have complete and unrestricted authority to
interpret the Plan and issue such administrative rules and procedures as
it deems appropriate, in its sole discretion. The Plan Administrator shall have
the duty and responsibility of maintaining records, making the requisite
calculations, and disbursing the payments hereunder. The Plan Administrator’s
interpretations, determinations, procedures, and calculations shall be final
and binding on all persons and parties concerned.


 


4.2           Amendment and
Termination. The Company, acting through the Compensation Committee of the
Board of Directors of Boise Inc., may amend or terminate the Plan at any time,
provided, however, that no such amendment or termination shall adversely affect
a benefit to which a Participant or his or her beneficiary is entitled under Article III
prior to the effective date of such amendment or termination unless such
Participant or beneficiary becomes entitled to an amount equal to such benefit
under another plan or policy adopted by the Company.


 


4.3           Payments and Setoff.
The Company will pay all benefits arising under this Plan and all costs,
charges, and expenses relating hereto. The Company shall have the right to
withhold and deduct from payments due hereunder to any Participant any amounts
owed by the Participant to the Company or its affiliates.


 


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4.4           Nonassignability of
Benefits. The benefits payable hereunder or the right to receive future
benefits under the Plan may not be anticipated, alienated, pledged, encumbered,
or subjected to any charge or legal process, and if any attempt is made to do
so, or a person eligible for any benefit becomes bankrupt, the interest under
the Plan of the person affected may be terminated by the Plan Administrator
which, in its sole discretion, may cause the same to be held or applied for the
benefit of one or more of the dependents of such person or make any other
disposition of such benefits that it deems appropriate, in its sole discretion.


 


4.5           Status of Plan. The
benefits under this Plan shall not be funded but shall constitute liabilities
by the Company payable when due.


 


4.6           Employment Not
Guaranteed. This Plan is not intended to and does not create a contract of
employment in any manner. Employment with the Company is at will, which means
that either the employee or the Company may end the employment relationship at
any time and for any reason. Nothing in this Plan changes or should be
construed as changing that at-will relationship.


 


4.7           Applicable Law. All
questions pertaining to the construction, validity, and effect of this Plan
shall be determined in accordance with the laws of the United States and, to
the extent not preempted by such laws, by the laws of the state of Idaho.


 


4.8           Deferred
Compensation and Benefits Trust. Upon the occurrence of a Change in Control
of the Company (as defined in the Company’s Deferred Compensation and Benefits
Trust (the “DCB Trust”)), or at any time thereafter, the Company, in its sole
discretion, may transfer to the DCB Trust cash, marketable securities, or other
property acceptable to the trustee to pay the Company’s obligations under this
Plan in whole or in part (the “Funding Amount”). Any cash, marketable
securities, and other property so transferred shall be held, managed, and
disbursed by the trustee subject to and in accordance with the terms of the DCB
Trust. In addition, from time to time, the Company may make additional
transfers of cash, marketable securities, or other property acceptable to the
trustee as desired by the Company in its sole discretion to maintain or
increase the Funding Amount with respect to this Plan. The assets of the DCB
Trust, if any, shall be used to pay benefits under this Plan, except to the
extent the Company pays such benefits. The Company and any successor shall
continue to be liable for the ultimate payment of those benefits.


 


4.9           Appeals Procedure.
Claims for benefits under this Plan shall be subject to determination and
review by the Company. If any Participant disagrees with the Company’s
determination of benefits hereunder, the Participant shall have the right to
appeal the Company’s determination in accordance with procedures adopted by the
Company applicable to appeals under the Pension Plan.


 


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