Exhibit 10.3


 


Execution Copy


 


FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT


 


THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Agreement”)
is made as of the 20th day of February, 2009, between Boise Cascade, L.L.C., a
Delaware limited liability company (the “Company”), and Duane C. McDougall (“Executive”).


 


WHEREAS, Company and Executive are parties to an
Employment Agreement dated November 20, 2008 (as amended from time to
time, the “Employment Agreement”); and


 


WHEREAS, Company and Executive have agreed to make
certain changes to the Employment Agreement.


 


NOW THEREFORE, in consideration of the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


 


1.  Change in
Base Salary.  Sections 3(a) and
5(g) of the Employment Agreement are amended by deleting the references “$800,000”
therein and replacing same with “$808,250”.


 


2.  Change in
Health and Welfare Benefits. 
Notwithstanding anything to the contrary in Section 3(a) of
the Employment Agreement Executive acknowledges that neither he nor his
employees will have any right to participate in the Boise Cascade L.L.C Consumerwise Medical
Benefits Plan and any
successor plan thereto.  All other health
care plans normally made available to salaried employees and their dependents
shall be available to Executive on the same terms as they are from time to time
available to other salaried employees.


 


3.  Elimination
of Life Insurance Benefit.  Section 3(f) of
the Employment Agreement is deleted in its entirety.  Notwithstanding the foregoing Executive shall
be entitled to participate in Company’s customary life insurance program
provided to its salaried employees as it may from time to time be in effect, which,
as the date of this Agreement provides coverage equal to the amount of an
employee’s base salary up to a limit of $250,000 without payment by the
employee of any portion of the premium therefor.


 


4.  Change in
Severance Benefits.  Sections 5(b) and
5(c) of the Employment Agreement are hereby amended and restated in their
entirety to read as follows:


 

















 


(b)  If the
Employment Period is terminated by the Company without Cause (and, for the
avoidance of doubt, a termination by the Company without Cause shall not be
deemed to occur if the Company provides written notice that it elects not to
renew the Employment Period or upon any expiration of the Employment Period for
non-renewal) or upon Executive’s resignation with Good Reason (and, for the
avoidance of doubt, a resignation by Executive for Good Reason shall not be
deemed to occur if Executive provides written notice that he elects not to
renew the Employment Period or upon any expiration of the Employment Period for
non-renewal), Executive shall be entitled to receive: (i) his Base Salary
at the rate then in effect as of the date of termination; (ii) any amount
owed Executive by reason of such termination under the terms of any other
compensation plan of Company in which Executive participates (when and as
payable under the terms of such plan); (iii) the value of any unused and
accrued time off, less any advanced time off, in accordance with the time off
policy applicable to Executive immediately prior to Executive’s date of
termination, (iv) an amount equal to two times the sum of (a) his
Base Salary at the rate then in effect and (b) his Target Bonus for the
calendar year in which such termination occurred.  In addition, if the Employment period is
terminated by the Company without Cause or upon Executive’s resignation with
Good Reason, the Company shall provide to Executive for an 18 month period
following the date of termination of his employment: (x) life insurance at
the level and cost to Executive provided for prior to termination pursuant to Section 3(f) of
the Employment Agreement, as amended hereby; and (y) and all other
financial counseling, disability accident and healthcare insurance plans (other
than as excluded pursuant to Section 2 of this Agreement) in which
Executive was participating as of the date of Termination, subject to payment
by the Executive of premiums and other cost sharing provided for under such
plans and programs.


 


(c)           If the Employment Period is
terminated by the Company for Cause, if the Employment Period expires due to the
Company or Executive electing not to renew the Employment Period or if the
Employment Period is terminated pursuant to paragraph 5(a)(i) above (other
than as a result termination with Good Reason), Executive shall only be
entitled to receive the items of compensation described under clauses)(i), (ii) and
(iii) of paragraph 5(b) above.


 


5.  Notices.  Any notice provided for in this Agreement
shall be in writing and shall be either personally delivered, sent by reputable
overnight courier service or mailed by first class mail, return receipt
requested, to the recipient at the address below indicated:


 


Notices to Executive:


 


	
   

  	
  Duane C. McDougall

  
	
   

  	
  [Address]

  



 


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Notices to the Company:


 


	
   

  	
  Boise
  Cascade, L.L.C.

  
	
   

  	
  1111
  W. Jefferson Street, Suite 300

  
	
   

  	
  Boise,
  ID 83702-5389

  
	
   

  	
  Attention: General Counsel

  



 


or such other address or to the attention of such
other person as the recipient party shall have specified by prior written
notice to the sending party.  Any notice
under this Agreement shall be deemed to have been given when so delivered, sent
or mailed.


 


6.  Severability.  Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under any applicable law or rule in
any jurisdiction, such invalidity, illegality or unenforceability shall not
affect any other provision of this Agreement or any action in any other
jurisdiction, but this Agreement shall be reformed, construed and enforced in
such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein.


 


7.  Complete Agreement.  This Agreement embodies the complete
agreement and understanding among the parties and supersedes and preempts any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any
way.


 


8.  No Strict Construction.  The language used in this Agreement shall be
deemed to be the language chosen by the parties hereto to express their mutual
intent, and no rule of strict construction shall be applied against any
party.  Whenever used herein, “including”
shall mean “including, without limitation.”


 


9.  Counterparts.  This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.


 


10.  Choice of Law.  ALL ISSUES AND QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT AND
THE EXHIBITS AND SCHEDULES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO
ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE
OF IDAHO OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE
LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.


 


11.  Confirmation.  Except as amended hereby, the Employment
Agreement is hereby ratified and confirmed in all respects as of the date
hereof.


 


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IN WITNESS WHEREOF, the
parties have caused this agreement to be signed as of the date first set forth
above.


 


 


	
  BOISE CASCADE, L.L.C.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/
  Tom Carlile

  	
   

  	
  /s/
  Duane McDougall

  
	
  Executive Vice
  President and Chief Financial Officer

  	
   

  	
  Duane C. McDougall

  



 


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