Exhibit 10.34


 


BOISE PAPER HOLDINGS, L.L.C.


 


2008 DEFERRED COMPENSATION PLAN


 


(Effective February 22, 2008)


 

















 


BOISE PAPER HOLDINGS, L.L.C.


2008 DEFERRED COMPENSATION PLAN


 


1.             Purpose of the
Plan. The purpose of the Boise Paper Holdings, L.L.C. 2008 Deferred
Compensation Plan (the “Plan”) is to further the growth and development of
Boise Paper Holdings, L.L.C. (the “Company”) and its affiliates by providing a
select group of senior management and highly compensated employees of the
Company the opportunity to defer a portion of their cash compensation and
thereby encourage their productive efforts on behalf of the Company. The Plan
is also intended to provide Participants with an opportunity to supplement
their retirement income through deferral of current compensation. The Plan is
an unfunded plan.


 


2.             Definitions.


 


2.1           Bonus. The
payout amount earned by a Participant under an incentive plan of the Company,
but only to the extent the award is payable in cash.


 


2.2           Change in Control.
A Change in Control shall be deemed to have occurred if:


 


(a)           Any Person is or becomes the Beneficial Owner, directly or indirectly,
of securities of Boise Inc. representing 35% or more of either the then
outstanding shares of common stock of Boise Inc. or the combined voting power
of Boise Inc.’s then outstanding securities; provided, however, if such Person
acquires securities directly from Boise Inc., such securities shall not be
included unless such Person acquires additional securities which, when added to
the securities acquired directly from Boise Inc., exceed 35% of Boise Inc.’s
then outstanding shares of common stock or the combined voting power of Boise
Inc.’s then outstanding securities, and provided further that any acquisition
of securities by any Person in connection with a transaction described in Section 2.2(c)(i) shall
not be deemed to be a Change in Control; or


 


(b)           During any 24-month period, the following individuals cease for any
reason to constitute at least a majority of the number of directors then
serving:  individuals who, on the
effective date hereof, constitute the board of directors of Boise Inc. and any
new director (other than a director whose initial assumption of office is in
connection with an actual or threatened election contest, including but not limited
to a consent solicitation, relating to the election of directors of Boise Inc.)
whose appointment or election by the Board or nomination for election by Boise
Inc.’s shareholders was approved by a vote of at least 2/3rds of the directors
then still in office who either were directors on the effective date hereof or
whose appointment, election, or nomination for election was previously so
approved (the “Continuing Directors”); or


 


(c)           The consummation of a merger or consolidation of Boise Inc. with any
other corporation other than (i) a merger or consolidation which would
result in 


 


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both
(a) Continuing Directors continuing to constitute at least a majority of
the number of directors of the combined entity immediately following
consummation of such merger or consolidation, and (b) the voting
securities of Boise Inc. outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity or any parent
thereof) more than 50% of the combined voting power of the voting securities of
Boise Inc. or such surviving entity or any parent thereof outstanding
immediately after such merger or consolidation, or (ii) a merger or
consolidation effected to implement a recapitalization of Boise Inc. (or
similar transaction) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of Boise Inc. representing 35% or more of
either the then outstanding shares of common stock of Boise Inc. or the
combined voting power of Boise Inc.’s then outstanding securities; provided
that securities acquired directly from Boise Inc. shall not be included unless
the Person acquires additional securities which, when added to the securities
acquired directly from Boise Inc., exceed 35% of Boise Inc.’s then outstanding
shares of common stock or the combined voting power of Boise Inc.’s then
outstanding securities; and provided further that any acquisition of securities
by any Person in connection with a transaction described in Section 2.2(c)(i) shall
not be deemed to be a Change in Control; or


 


(d)           The shareholders of Boise Inc. approve a plan of complete liquidation
or dissolution of Boise Inc. or the consummation of an agreement for the sale
or disposition by Boise Inc. of all or substantially all of Boise Inc.’s
assets, other than a sale or disposition by Boise Inc. of all or substantially
all of Boise Inc.’s assets to an entity, more than 50% of the combined voting
power of the voting securities of which are owned by Persons in substantially
the same proportions as their ownership of Boise Inc. immediately prior to such
sale.


 


For
purposes of this Section, “Beneficial Owner” shall have the meaning set forth
in Rule 13d-3 under the Exchange Act, and “Person” shall have the meaning
given in Section 3(a)(9) of the Exchange Act, as modified and used in
Sections 13(d) and 14(d) thereof, except that “Person” shall not
include (i) Boise Inc. or any of its subsidiaries, (ii) a trustee or
other fiduciary holding securities under an employee benefit plan of Boise Inc.
or any of its subsidiaries, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, (iv) a corporation
owned, directly or indirectly, by the shareholders of Boise Inc. in
substantially the same proportions as their ownership of stock of Boise Inc., (v) an
individual, entity or group that is permitted to and does report its beneficial
ownership of securities of Boise Inc. on Schedule 13G under the Exchange Act
(or any successor schedule), provided that if the individual, entity or group
later becomes required to or does report its ownership of Boise Inc.’s
securities on Schedule 13D under the Exchange Act (or any successor schedule),
then the individual, person or group shall be deemed to be a Person as of the
first date on which the individual, person or group becomes required to or does
report its ownership on Schedule 13D or (vi) any Exempt Person. For purposes
of this definition, “Exempt Person” means (i) Forest Products Holdings,
L.L.C. or (ii) Madison Dearborn. “Madison Dearborn” means Madison Dearborn
Partners, L.L.C. and any investment fund controlled by or under common control
with Madison Dearborn Partners, L.L.C., and any officer, director 


 


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or
employee of such persons, or any trust, corporation, partnership or other
entity controlled by such persons or any combination of these identified
relationships.


 


2.3           Committee. The
Compensation Committee of the board of directors of Boise Inc.


 


2.4           Compensation. A
Participant’s Salary and Bonus. Compensation (either Salary or Bonus) shall not
include (a) any amounts paid by the Company to a Participant that are not
strictly in consideration for personal services, such as expense reimbursement,
cost-of-living allowance, education allowance, premium on excess group life
insurance, or any Company contribution to the Pension Plan or any savings or
401(k) plan sponsored by the Company, (b) any amounts paid as the
result of a Participant’s Separation from Service, such as pay for unused paid
time off, severance, or pay in lieu of notice; the fact that an amount
constitutes taxable income to the Participant shall not be controlling for this
purpose, (c) any amount paid as a retention bonus, or (d) any taxable
income realized by, or payments made to, an employee as a result of the grant,
exercise, or payment of any equity award issued by the Company or any affiliate
or subsidiary or as a result of the disposition of such equity award, except to
the extent the award is payable in cash or the Committee determines that the
award shall be included in Compensation for purposes of this Plan.


 


2.5           Deferral Election.
A Participant’s irrevocable election to defer part of his or her Compensation.


 


2.6           Deferred Account.
The record maintained by the Company for each Participant of the cumulative
amount of (a) Compensation deferred pursuant to this Plan, (b) the
amount of any Company matching allocation, and (c) imputed gains or losses
on those amounts accrued as provided in Section 4.8.


 


2.7           Deferred
Compensation Agreement. Collectively, a Participant’s Deferral Election and
Distribution Election.


 


2.8           Deferred
Compensation and Benefits Trust. An irrevocable trust (the “DCB Trust”)
which may be established by the Company with an independent trustee for the
benefit of persons entitled to receive payments or benefits hereunder, the
assets of which will be subject to claims of the Company’s creditors in the
event of bankruptcy or insolvency.


 


2.9           Disability. A
Participant will be deemed to have incurred a Disability where the Participant (a) is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than
12 months, (b) is, by reason of any medically determinable physical
or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months,
receiving income replacement benefits for a period of not less than
3 months under an accident and health plan maintained by the 


 


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Company, or (c) has
been determined to be totally disabled by the Social Security Administration.


 


2.10         Distribution Election.
A Participant’s election of the method and timing of his or her Deferred
Account.


 


2.11         Investment Account.
Any of the accounts identified by the Company from time to time, described in Exhibit A,
to which Participants may allocate all or any portion of their Deferred
Accounts for purposes of determining the gains or losses to be assigned to the
Deferred Accounts.


 


2.12         Participant. A Key
Employee (as defined in Section 4.1) who has entered into a written
Deferred Compensation Agreement with the Company in accordance with the
provisions of the Plan.


 


2.13         Rule of 70. The
attainment by a Participant of a number of Years of Service and age which, when
added together, equal or exceed 70.


 


2.14         Salary. A
Participant’s salary, commission, and other payments for personal services
rendered by a Participant to the Company during a calendar year, determined
prior to giving effect to any deferral election under this Plan, any before-tax
contribution election under a 401(k) plan sponsored by the Company, and
any before-tax contribution election under a Section 125 (cafeteria) plan
sponsored by the Company.


 


2.15         Separation from Service.
The Participant’s ceasing to be employed by the Company for any reason
whatsoever, whether voluntarily or involuntarily, including by reason of early
retirement, normal retirement, death or Disability, 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 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.


 


2.16         Specified Employee.
A “specified employee” as defined in Treasury Regulation §1.409A-1(i) (or
any successor regulation). For purposes of 


 


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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.


 


2.17         Unforeseeable
Emergency. A severe financial hardship to the Participant resulting from (a) an
illness or accident of the Participant or his or her spouse, beneficiary or
dependent (as defined in Internal Revenue Code Section 152, without regard
to Sections 152(b)(1), (b)(2) and (d)(1)(B)); (b) loss of the
Participant’s property due to casualty; or (c) other similar extraordinary
and unforeseeable circumstances arising as a result of events beyond the
Participant’s control, such as medical expenses or funeral expenses for the
Participant’s spouse, beneficiary or dependent (as defined earlier in this
subsection). The determination of whether an event constitutes an Unforeseeable
Emergency shall be made based on the facts and circumstances of the specific
event.


 


3.             Administration and
Interpretation. The Company, acting through its senior human resources
officer or his or her delegates, shall have final discretion, responsibility,
and authority to administer and interpret the Plan. This includes the
discretion and authority to determine all questions of fact, eligibility, or
benefits relating to the Plan. The Company may also adopt any rules it
deems necessary to administer the Plan. The Company’s responsibilities for
administration and interpretation of the Plan shall be exercised by Company
employees who have been assigned those responsibilities by the Company’s
management. Any Company employee exercising responsibilities relating to the
Plan in accordance with this section shall be deemed to have been delegated the
discretionary authority vested in the Company with respect to those
responsibilities, unless limited in writing by the Company. Any Participant may
appeal any action or decision of these employees to the Company’s senior human
resources officer. Any interpretation or decision by the Company’s senior human
resources officer shall be final and binding on the Participants. Claims for
benefits under the Plan and appeals of claim denials shall be in accordance
with Sections 10 and 11.


 


4.             Participant
Deferral and Distribution Elections.


 


4.1           Eligibility. The
Company shall identify those employees of the Company or any of its
subsidiaries who are eligible to participate in this Plan (“Key Employees”). Eligibility
to participate in the Plan is entirely at the discretion of the Company and
shall be limited to a select group of senior management or highly compensated
employees. Eligibility to participate in this Plan for any calendar year shall
not confer the right to participate during any subsequent year.


 


4.2           Execution of
Agreement. A Key Employee who wishes to participate in the Plan must
execute a Deferred Compensation Agreement either (a) for newly eligible
individuals, within 30 days after first becoming eligible to participate in the
Plan, to defer Salary to be earned during the remainder of that calendar year,
and Salary and/or Bonus to be earned during subsequent years, or (b) prior
to January 1 of 


 


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the first calendar year
for which the Deferred Compensation Agreement will be effective, provided that
an election to defer Bonus which qualifies as “performance-based compensation”
under Internal Revenue Code Section 409A and the regulations thereunder
must be made no later than 6 months prior to the end of the period with
respect to which the Bonus is earned.


 


4.3           Deferral Election.
When a Key Employee first becomes eligible to participate, he or she shall have
the opportunity to make a Deferral Election which, if the election is made at
any time other than the annual enrollment period established by the Company
pursuant to Section 4.4 shall apply to Salary earned and paid subsequent
to the date of election, and if the election is made during such annual
enrollment period, shall apply to Compensation earned in the following calendar
year. Each year thereafter that the Participant remains eligible to
participate, the Participant shall have the opportunity to make a Deferral
Election with respect to his or her Compensation earned in the following
calendar year. Deferral Elections shall be made either by submission of a
written Deferral Election Form in substantially the form provided in
Appendix A or by completion of an online enrollment process, as designated
by the Company. The Compensation otherwise paid to a Participant during each
calendar year beginning after receipt of the Participant’s Deferral Election
shall be reduced by the amount elected to be deferred. Elections to defer
Compensation are irrevocable as of the end of the period for executing the
Deferred Compensation Agreement under Section 4.2 with respect to initial
Deferral Elections, and as of the end of the annual enrollment period
established by the Company pursuant to Section 4.4 with respect to
subsequent Deferral Elections, except as otherwise provided in this Plan. The
amount of Compensation to be deferred will be specified in the Deferral
Election Agreement, must be at least 6% of the Participant’s Compensation, and
will be limited to specified maximum percentages (designated by the Company’s
senior human resources officer) of the Participant’s Compensation.


 


4.4           Change of Deferral
Election. A Participant who wishes to change an election to defer
Compensation may do so by submitting a new Deferral Election during the annual
enrollment period established by the Company prior to January 1 of the
year for which the change in election is to be effective. If a Participant does
not request a change in his or her Deferral Election, the Participant’s current
Deferral Election shall become irrevocable with respect to compensation to be
earned during the following year on December 31 of the current year.


 


4.4A        Cessation of Deferrals.
A Participant who takes a hardship distribution from a qualified 401(k) plan
sponsored by the Company may not contribute to this Plan for at least
6 months after that hardship withdrawal. Deferrals will be automatically
stopped upon such a hardship withdrawal. The Participant may make a new
Deferral Election during the next annual enrollment period following the
conclusion of the 6-month period.


 


4.5           Distribution
Election. At the time a Participant first elects to defer Compensation
under Section 4.3, he or she must elect a distribution option for his or
her 


 


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Deferred Account either
by submitting a written Distribution Election Form in substantially the
form provided in Appendix A or by completion of an online enrollment
process, as designated by the Company. Elections regarding distribution of
Deferred Accounts under this Plan are irrevocable when made except as otherwise
provided in this Plan.


 


4.6           Change of
Distribution Election. A Participant may request, in writing, a change of
his or her Distribution Election at any time. The new election must (a) defer
commencement of distribution for at least 5 years from the date
distribution would have commenced under the original Distribution Election and (b) be
received by the Company at least 12 months prior to the commencement of
distribution of the Participant’s Deferred Account under the original
Distribution Election. The Company shall approve the request if it meets the
requirements of this section. Approved requests shall not take effect until
12 months after the date the request was submitted.


 


4.7           Company Matching
Contribution. A Participant may elect to have the Company allocate to the
Participant’s Deferred Account an additional amount equal to the Company
matching contribution that would otherwise be made to the Participant’s account
in a company-sponsored 401(k) plan (assuming a 6% Participant contribution
to that plan). The Company matching contribution will be allocated to the
Investment Account to which the Participant’s deferrals of Compensation are
allocated.


 


4.8           Deferred Account
Allocations and Adjustments. The Company shall maintain a record of each
Participant’s Deferred Account balance, including deferrals and adjustments. Each
Participant’s Deferred Account shall be adjusted to reflect the imputed
interest, gains or losses attributable to the applicable Investment Account(s) selected
by the Participant. Interest earned will be credited to a Participant’s account
on the last day of each month. Computation of the imputed interest, gains or
losses with respect to any Investment Account shall be at the Company’s sole
discretion.


 


4.9           Investment Accounts.
If the only Investment Account offered is the Stable Value Account,
Participants’ deferrals will be automatically allocated to the Stable Value
Account. If more than one Investment Account is offered, the following terms
apply:


 


4.9.1        Each Participant must
allocate his or her current deferrals of Compensation to one or more of the
offered Investment Accounts, either by submission of a written allocation form
or by completion of an online allocation process, as designated by the Company
and subject to any restrictions established by the Company.


 


4.9.2        Participants who are
active employees may change the allocation of future deferrals to or from any
Investment Account on any business day, with any change effective as of the
first pay period beginning after the date of the change.


 


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4.9.3        Participants who are
active employees or who are separated from service under Section 5.2.2,
may move all or any portion of their Deferred Account balance among any of the
Investment Accounts, other than the Stable Value Account, on any business day,
with any change effective as of the next business day.


 


4.9.4        Deferred Account balances
allocated to the Stable Value Account may not be allocated to any other
Investment Account.


 


4.9.5        Participants who are
separated from service under Section 5.2.1 may not change the allocation
of their Deferred Accounts among Investment Accounts.


 


5.             Distributions.


 


5.1           Distributions in
General. The Company shall distribute a Participant’s Deferred Account
balance according to the Participant’s Distribution Election, except as
otherwise provided in this Section 5. The designated payment date for
purposes of Internal Revenue Code Section 409A shall be the date stated in
the Participant’s Distribution Election, except as otherwise provided in this Section 5.


 


5.2           Plan Benefits upon
Separation from Service.


 


5.2.1        Upon Separation from
Service for reasons other than death or Disability prior to satisfying the Rule of
70 or attaining age 55 with 10 or more Years of Service, the Participant’s
entire Deferred Account balance shall be automatically allocated to the Stable
Value Account, notwithstanding any investment elections or allocation decisions
previously made by the Participant. In addition, the imputed interest rate on
the Participant’s Deferred Account balance shall be adjusted, effective as of
the date of Separation from Service, to a rate equal to Moody’s (as such term
is defined in Exhibit A). That rate shall apply to all undistributed
amounts of the Participant’s Deferred Account prospectively from the date of
Separation from Service until such amounts are distributed from the Plan
(except as otherwise provided under Section 5.6). Distributions under this
Section 5.2.1 shall be made according to the Participant’s Distribution
Election, subject to Section 5.6.


 


5.2.2        Upon Separation from
Service due to death or Disability or upon Separation from Service after
satisfying the Rule of 70 or attaining age 55 with 10 or more Years
of Service, a Participant shall be paid his or her Deferred Account according
to his or her Distribution Election, subject to Section 5.6. Unpaid
balances under the installment election shall continue to be credited with
imputed gains or losses based on the applicable Investment Account. Deferred
Account balances for such Participants that are allocated to the Stable Value
Account shall continue to be credited with imputed interest at Moody’s times
130% prospectively from the date of Separation from Service until such amounts
are distributed from the Plan (except as otherwise provided under Section 5.7).


 


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5.3           Hardship
Distribution. If an Unforeseeable Emergency occurs, a Participant may
request a lump-sum distribution of an amount reasonably necessary to satisfy
the emergency need plus amounts necessary to pay taxes reasonably anticipated
as a result of the distribution, after taking into account the extent to which
such hardship is or may be relieved through reimbursement or compensation by
insurance or otherwise or by liquidation of the Participant’s assets (to the
extent the liquidation of such assets would not itself cause severe financial
hardship). Determination of the amount reasonably necessary to satisfy the
emergency need must take into account any additional compensation available due
to the cancellation of the Participant’s Deferral Election pursuant to this Section 5.3.
The Participant shall document, to the Company’s satisfaction, that
distribution of all or part of his or her account is necessary to satisfy the
Unforeseeable Emergency. A Participant requesting a distribution under this Section must
not have access to other funds, including proceeds of any loans (including
loans under tax-qualified plans), sufficient to satisfy the need. Upon receipt
of a request under this Section, the Company may, in its sole discretion,
distribute a portion of the Participant’s account balance in a lump sum, to the
extent necessary to satisfy the emergency need. Any distribution will be made
within 90 days of the Company’s receipt of such request. The Participant
shall sign all documentation requested by the Company relating to the
distribution. If a Participant receives a distribution from the Plan under this
Section, his or her current Deferral Election shall be cancelled, and he or she
shall not be eligible to participate in this Plan or any other nonqualified
deferred compensation plan maintained by the Company for a period of
12 months following the date of the distribution. The Participant may make
a new Deferral Election during the next annual enrollment period following the
conclusion of the 12-month period.


 


5.4           Small Account
Distributions. If a Participant’s Deferred Account balance is less than
$10,000 on the date of Separation from Service, the Company shall distribute
the entire Deferred Account balance in a lump sum to the Participant within
90 days following the Participant’s Separation from Service (subject to Section 5.6),
regardless of the Participant’s Distribution Election, and the Participant
shall have no further rights or benefits under this Plan.


 


5.5           Distributions
Following Participant Death; Designation of Beneficiary. The Company shall
make all payments to the Participant, if living. A Participant shall designate
a beneficiary by filing a beneficiary designation in the form and manner
prescribed by the Company. A Participant may change his or her beneficiary at
any time by filing a new beneficiary designation in the form and manner
prescribed by the Company. If a Participant dies either before benefit payments
have commenced under this Plan or after his or her benefits have commenced but
before his or her entire Deferred Account has been distributed, his or her
designated beneficiary shall receive any benefit payments in accordance with
the Participant’s Distribution Election. If no designation is in effect when
any benefits payable under this Plan become due, the beneficiary shall be the
spouse of the Participant, or if no spouse is


 


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then living, the
Participant’s estate. The designated payment date for distributions under this Section shall
be the date of the Participant’s death.


 


5.6                                 Payments
to Specified Employees. Payments to a Specified Employee made pursuant to Section 5.2
or 5.4 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.


 


5.7                                 Effect
of a Change in Control. The provisions of this Section shall apply
upon a Change in Control.


 


5.7.1                        Notwithstanding
anything in this Plan to the contrary, after the third anniversary of a Change
in Control, the imputed interest credited to Participants’ account balances
under this Plan shall not be based on an annualized rate in excess of 100% of
Moody’s.


 


5.7.2                        Payment of
a Participant’s Deferred Account balance shall be made according to the
Participant’s Distribution Election, subject to Section 5.6.


 


5.7.3                        Any
Participant whose employment is involuntarily terminated for any reason other
than disciplinary reasons within 3 months prior to the date of the Change
in Control shall be deemed, solely for purposes of this Section, to be employed
by the Company until the occurrence of the Change in Control and to have been
terminated immediately thereafter.


 


5.8                                 Distributions
Pursuant to a Domestic Relations Order.


 


5.8.1                        A domestic
relations order relating to benefits under this Plan shall be reviewed by the
Company’s senior human resources officer or his or her delegate. The individual
shall determine whether the order satisfies the definition in Internal Revenue
Code Section 414(p). The Company may establish procedures for reviewing
and processing a domestic relations order similar to the processing of domestic
relations orders under the Company’s qualified plans.


 


5.8.2                        The order
must specify the name and last known mailing address and social security number
of the Participant and each alternate payee. It must name the plan to which it
applies. It must specify the percentage or amount of the Participant’s benefit
which is payable to an alternate payee and the date as of which the amount or
percentage is determined. The order cannot require the Plan to (a) pay any
form of benefit not permitted under the Plan, (b) provide a benefit
greater than the benefit to which the Participant is entitled, or (c) affect
the benefits of another alternate payee with respect to whom a domestic
relations order has previously been accepted by the Plan.


 


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5.8.3                        If the
order is acceptable, a distribution to the alternate payee pursuant to the
terms of the order shall be authorized as soon as administratively practicable
without regard to the time distribution would be made to the affected
Participant. If the order is not acceptable, that shall be communicated in
writing to the Participant and the alternate payee, including identification of
the provisions of the order that cause it to be unacceptable.


 


6.                                       Miscellaneous.


 


6.1                                 Assignability.
A Participant’s rights and interests under the Plan may not be assigned or
transferred except, in the event of the Participant’s death, as described in Section 5.5.


 


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


 


6.3                                 Form of
Communication. Deferral Elections and Distribution Elections shall be made
as provided in Sections 4.2 through 4.7. Beneficiary designations shall be
made as provided in Section 5.5. Any other application, claim, notice, or
other communication required or permitted to be made by a Participant to the
Company shall be made in writing and in such form as the Company may prescribe.
Such communication shall be effective upon receipt by the Company’s director of
compensation and benefits at 1111 West Jefferson Street, Suite 200,
PO Box 990050, Boise, Idaho 83799-0050.


 


6.4                                 Service
Providers. The Company may, in its sole discretion, retain one or more
independent entities to provide services to the Company in connection with the
operation and administration of the Plan. Except as specifically delegated or
assigned to any such entity in writing, the Company shall retain all
discretionary authority under this Plan. No Participant or other person shall
be a third party beneficiary with respect to, or have any rights or recourse
under, any contractual arrangement between the Company and any such service
provider.


 


7.                                       Amendment
and Termination. The Committee may, at its sole discretion, amend or terminate
the Plan at any time, provided that the amendment or termination shall not
adversely affect the vested or accrued rights or benefits of any Participant
without the Participant’s prior consent.


 


8.                                       Unsecured
General Creditor. Except as provided in Section 9, Participants and
their beneficiaries, heirs, successors, and assigns shall have no legal or
equitable rights, interest, or claims in any property or assets of the Company.
The assets of the Company shall not be held under any trust for the benefit of
Participants, their beneficiaries, heirs, successors, or assigns, or held in
any way as collateral security for the fulfilling of the obligations of the
Company under this Plan. Any and all Company assets shall be, and remain, the
general, unpledged, unrestricted assets of 


 


11

















 


the Company. The Company’s
obligation under the Plan shall be an unfunded and unsecured promise of the
Company to pay money in the future.


 


9.                                       Deferred
Compensation and Benefits Trust. Upon the occurrence of a Change in Control
of the Company 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.


 


10.                                 Claims Procedure.


 


10.1                           In General. Claims for benefits under the Plan, other than claims for Disability
benefits under Section 5.2.2, shall be filed in writing, within
90 days after the event giving rise to a claim, with the Company’s
director of compensation and benefits, who shall have absolute discretion to
interpret and apply the Plan, evaluate the facts and circumstances, and make a
determination with respect to the claim in the name and on behalf of the
Company. The claim shall include a statement of all facts the Participant
believes relevant to the claim and copies of all documents, materials, or other
evidence that the Participant believes relevant to the claim. Written notice of
the disposition of a claim shall be furnished to the Participant within
90 days after the application is filed. This 90-day period may be extended
an additional 90 days for special circumstances by the director of
compensation and benefits, in his or her sole discretion, by providing written
notice of the extension to the claimant prior to the expiration of the original
90-day period. If the claim is denied, the director shall notify the claimant
in writing. This written notice shall:


 


·                                          state the specific reasons for the denial,


 


·                                          refer to the provisions of the Plan on which the
determination is based,


 


·                                          describe any additional material or information
necessary for the claimant to perfect the claim and explain why the information
is necessary,


 


·                                          explain how the claimant may submit the claim for
review and state applicable time limits, and


 


12

















 


·                                          state the claimant’s right to bring an action
under Section 502(a) of ERISA following an adverse determination on
review.


 


10.2                           Disability Claims. Claims for Disability benefits under Section 5.2.2
of the Plan shall be filed in writing, within 90 days after the event
giving rise to a claim, with the Company’s director of compensation and
benefits, who shall have absolute discretion to interpret and apply the Plan,
evaluate the facts and circumstances, and make a determination with respect to
the claim in the name and on behalf of the Company. The claim shall include a
statement of all facts the Participant believes relevant to the claim and
copies of all documents, materials, or other evidence that the Participant
believes relevant to the claim. Written notice of the disposition of a claim
shall be furnished to the Participant within 45 days after the application
is filed. This 45-day period may be extended for up to two additional 30-day
periods by the director of compensation and benefits, in his or her sole
discretion, in each case for reasons beyond the Plan’s control and by providing
written notice of the extension to the claimant prior to the expiration of the
current period. If additional information is needed from the Participant in
order to make a decision on the claim, the director will notify the Participant
of the information needed and the Participant will have 45 days to provide
the requested information. If the claim is denied, the director shall notify
the claimant in writing. This written notice shall:


 


·                                          state the specific reasons for the denial,


 


·                                          refer to the provisions of the Plan on which the
determination is based,


 


·                                          describe any additional material or information
necessary for the claimant to perfect the claim and explain why the information
is necessary,


 


·                                          explain how the claimant may submit the claim for
review and state applicable time limits,


 


·                                          if an internal rule or guideline was relied
upon, state that an internal rule or guideline was relied upon and that a
copy of the rule or guideline will be provided at no charge upon request,


 


·                                          if the denial is based on a medical necessity or
experimental treatment exclusion, state that an explanation of the scientific
or clinical judgment, applying the terms of the plan to the claimant’s
circumstances, will be provided at no charge upon request, and


 


·                                          state the claimant’s right to bring an action
under Section 502(a) of ERISA following an adverse determination on
review.


 


13

















 


11.                                 Claims Review Procedure.


 


11.1                           In General. Any Participant, former Participant, or Beneficiary of either, who has
been denied a benefit claim, other than a claim for Disability benefits under Section 5.2.2
of the Plan, shall be entitled, upon written request, to access to or copies of
all documents and records relevant to his or claim, and to a review of his or
her denied claim. A request for review, together with a written statement of
the claimant’s position and any other comments, documents, records or
information that the claimant believes relevant to his or her claim, shall be
filed no later than 60 days after receipt of the written notification
provided for in Section 10.1, and shall be filed with the Company’s
director of compensation and benefits. The director shall promptly inform the
Company’s senior human resources officer, who shall be the named fiduciary of
the Plan for purposes of claim review. The senior human resources officer shall
make his or her decision, in writing, within 60 days after receipt of the
claimant’s request for review. This 60-day period may be extended an additional
60 days if, in the senior human resources officer’s sole discretion,
special circumstances warrant the extension and if the senior human resources
officer provides written notice of the extension to the claimant prior to the
expiration of the original 60-day period. The written decision shall be final
and binding on all parties and shall:


 


·                                          state the facts and specific reasons for the
decision,


 


·                                          refer to the Plan provisions upon which the
decision is based,


 


·                                          state that the Participant is entitled to receive
at no charge and upon request reasonable access to and copies of all documents,
records, and other information relevant to the claim, and


 


·                                          state the claimant’s right to bring an action
under Section 502(a) of ERISA.


 


11.2                           Disability Claims. Any Participant, former Participant, or
Beneficiary of either, who has been denied a claim for Disability benefits
under Section 5.2.2 of the Plan, shall be entitled, upon written request,
to access to or copies of all documents and records relevant to his or claim,
and to a review of his or her denied claim. A request for review, together with
a written statement of the claimant’s position and any other comments,
documents, records or information that the claimant believes relevant to his or
her claim, shall be filed with the Company’s director of compensation and
benefits no later than 180 days after receipt of the written notification
provided for in Section 10.2. The director shall promptly inform the
Company’s senior human resources officer, who shall be the named fiduciary of
the Plan for purposes of claim review. The senior human resources officer shall
make his or her decision, in writing, within 45 days after receiving the
claimant’s request for review. This 45-day period may be extended an additional
45 days if special circumstances warrant the extension and if the senior
human resources officer provides written notice of the extension to the
claimant prior to 


 


14

















 


the
expiration of the original 45-day period. The written decision shall be final
and binding on all parties and shall:


 


·                                          state the facts and specific reasons for the
decision,


 


·                                          refer to the Plan provisions upon which the
decision is based,


 


·                                          state that the Participant is entitled to receive
at no charge and upon request reasonable access to and copies of all documents,
records, and other information relevant to the claim,


 


·                                          indicate whether any rule, guideline, protocol or
criterion was relied on in the decision and, if so, that a copy of such rule,
guideline, protocol or criterion will be provided at no charge upon request,


 


·                                          if the denial is based on a medical necessity or
experimental treatment exclusion, state that an explanation of the scientific
or clinical judgment, applying the terms of the plan to the claimant’s
circumstances, will be provided at no charge upon request, and


 


·                                          state the claimant’s right to bring an action
under Section 502(a) of ERISA.


 


12.                                 Lawsuits,
Jurisdiction, and Venue. No lawsuit claiming entitlement to benefits under
this Plan may be filed prior to exhausting the claims and claims review
procedures described in Sections 10 and 11. Any such lawsuit must be
initiated no later than the earlier of (a) one year after the event(s) giving
rise to the claim occurred or (b) 60 days after a final written decision
was provided to the claimant under Section 11. Any legal action involving
benefits claimed or legal obligations relating to or arising under this Plan
may be filed only in Federal District Court in the city of Boise, Idaho. Federal
law shall be applied in the interpretation and application of this Plan and the
resolution of any legal action. To the extent not preempted by federal law, the
laws of the state of Delaware shall apply.


 


13.                                 Effective
Date of Plan. This Plan shall become effective as of February 22,
2008.


 


15

















 


EXHIBIT
A


 


INVESTMENT ACCOUNTS


 


Stable Value Account.
Deferred Accounts allocated to this account shall be credited, while the
Participant is actively employed with the Company, with imputed interest equal
to an annualized rate of interest equal to 130% of Moody’s Composite Average of
Yields on Corporate Bonds (“Moody’s”) as determined each month from Moody’s
Bond Record (as published by Moody’s Investor’s Service, Inc.) or any
successor thereto, or, if such monthly report is no longer published, a
substantially similar rate determined by the Company, in its sole discretion. Moody’s,
for purposes of this Plan, shall be based for any given month on such published
rate for the immediately preceding calendar month. Upon Separation from
Service, Deferred Accounts allocated to this account shall be credited with
either Moody’s times 130% or with Moody’s, as provided in Section 5.2 of
the Plan.


 


16

















 


APPENDIX A


Boise
Paper Holdings, L.L.C.


Form of
Deferral Election Form


 


THIS DEFERRAL ELECTION FORM constitutes my
election to participate in the Boise Paper Holdings, L.L.C. 2008 Deferred
Compensation Plan (the “Plan”), subject to the terms of the Plan. I acknowledge
that the Company has designated me as a Participant in the Plan.


 


I
acknowledge that the elections below will apply to (a) my Salary paid in
20__ and in successive years and (b) my Bonus earned in 20__ and
paid in 20__ and in successive years unless I elect to change this
deferral election as provided in the Plan. I will have
the opportunity each year to make a different deferral election for the
following year.


 


Compensation (Base Salary and
Bonus) Deferral Election


o                        I do NOT
elect to defer any of my Compensation (salary and bonus).


o                        I elect to
defer ___% (minimum 6%, maximum ___%) of my cash Compensation
(salary and bonus).


 


Additional
Bonus Deferral Election


o                        I do NOT
elect to defer any additional portion of my Bonus.


o                        I elect to defer an additional ___ % (minimum 6%, cannot exceed 90%
when added to the Compensation Deferral Election) of my Bonus.


 


Company Matching Contributions


o                        I do NOT
elect to have matching contributions made to this Plan in lieu of any company
matching contributions made to my account in the 401(k) plan.


o                        I elect to have matching
contributions made to this Plan in lieu of any company matching contributions
made to my account in the 401(k) plan.


 


The Company believes, but
does not guarantee, that a deferral election made in accordance with the terms
of the Plan is effective to defer the receipt of taxable income. The Company
advises Participants to consult with an attorney or accountant familiar with
the federal and state tax laws regarding the tax implications of this Deferral
Election and the Plan.


 


	
  Signed:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Printed Name:

  	
   

  
						



 


17

















 


Boise
Paper Holdings, L.L.C.


Form of
Distribution Election Form


 


THIS DISTRIBUTION ELECTION FORM applies to
my Deferred Account balance under the Boise Paper Holdings, L.L.C. 2008
Deferred Compensation Plan (the “Plan”), which is incorporated into this
agreement. I understand that this election is irrevocable except as provided in
the Plan.


 


I elect the following form of distribution of my Deferred Account balance:


 


o                        Lump-sum payment.


 


o                        Annual installment payments
over a period of ______ years (not to exceed 15 years).


 


I elect the following distribution beginning date:


 


o                        February of the year
following Separation from Service.


 


o                        ________  (2-10) Februaries following Separation from
Service.


 


If I die before my account balance from the Plan is paid in full, the
Company will pay my designated beneficiary the Deferred Account balance as:


 


o                        Lump-sum payment.


 


o                        As elected for Separation from
Service (remaining installment payments if payments have commended).


 


	
  Signed:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Printed Name:

  	
   

  
						



 


18