**Exhibit 10.1**

 

**BOISEINC.**

**AnnualIncentive Award Notification**

**Corporate**

*Presidentand Chief Executive Officer*

 

**This**Annual Incentive Award (“Award”) is grantedon April 3, 2008, by Boise Inc. (“Boise”) to Alexander Toeldte (“Awardee”or “you”) pursuant to the Boise Inc. Incentive and Performance Plan (the “Plan”)and pursuant to the following terms:

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**1.**             This Award is subject to all the terms and conditions ofthe Plan.  An Award is not earned untilpaid.

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2.             For purposes of this Award, the followingterms shall have the meanings stated below. All capitalized terms not defined in this Award Notification shall havethe meaning stated in the Plan.

 

2.1.          “Award Period” means April 1, 2008,through December 31, 2008.

 

2.2.          “Compensation” means your base salary, holidaypay, and any YTO actually paid during the 2008 calendar year for servicesrendered to Boise, a Boise subsidiary, or a predecessor company, plus anyamounts deferred by you during the 2008 calendar year pursuant to an electionunder any savings/401(k) plan, deferred compensation plan, pretax premiummedical plan, or flexible spending account plan sponsored by Boise, a Boisesubsidiary, or a predecessor company. Neither (i) payments made under salary continuation, Workers’Compensation, accident and sickness, or long-term disability nor (ii) anyspecial payments (such as excellence awards or retention bonuses) areconsidered Compensation.  Compensationshall not include amounts realized upon the exercise of stock options or otherlong-term incentive compensation, reimbursement of moving expenses, any form ofimputed income, or any tax gross-ups, without regard to whether such amountsconstitute taxable income to you.  Thedetermination of whether specific amounts or payments are Compensation forpurposes of this Plan is at Boise’s sole and absolute discretion.

 

2.3.          “Incentive Cash Flow” means EBITDA(earnings before interest, taxes, and non-cash items such as depreciation,depletion, and amortization), adjusted for non-cash long-term compensation,less a charge for working capital.  Thecharge for working capital is 15% per year (1.25% per month) times the workingcapital balance (excluding cash). Incentive Cash Flow may be calculated at a corporate, division, orlocation level.

 

2.4.          “Affordability Cap” means the totaldollar amount allowable (based on specified levels of EBITDA) for allcompany-wide incentive Awards (including all divisions and business units), asestablished and approved by the Board. The total aggregate awards of all incentive plans, whether paidquarterly or annually, are subject to the Affordability Cap.  If the Cap is exceeded, all awards arereduced pro rata.  The attached chartidentifies Affordability Cap amounts for specified levels of EBITDA.  For this purpose, EBITDA means the EBITDAdollar amount set out in Boise’s Form 10-K, taking into account anyadjustments deemed appropriate by the Board.

 

2.5.          “Safety” means the recordable incidentrate (“RIR”) for Boise, including international operations. The RIR shall becalculated as the number of recordable incidents occurring duringthe Award Period plus 16, multiplied by 200,000, then divided by the number ofhours worked during the Award Period plus 2,403,955.

 

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3.             Your target award percentage is 100% ofyour Base Salary.

 

4.             The Performance Goals applicable to yourAward are corporate Incentive Cash Flow and Safety.  All Performance Goal calculations, includingCompensation, corporate Incentive Cash Flow, Affordability Cap, Safety, and anyother performance objectives, shall be made by the Committee, in its solediscretion.  Your Award will bedetermined as follows:

 

4.1.          *Corporate Incentive Cash Flow*. 90% of your Award will be based on corporate Incentive Cash Flow.  Target corporate Incentive Cash Flow has beenestablished.  The Committee willdetermine actual corporate Incentive Cash Flow and, using the attached payoutchart, a payout multiple will be identified. To calculate the corporate Incentive Cash Flow portion of the payout,your Base Salary will be multiplied by your target awardpercentage; that result will then be multiplied by the identified corporateIncentive Cash Flow payout multiple; and that result will be multiplied by 90%.

 

4.2.          *Safety Adjustment.* 10% of your Award will be based on Safety.  The target recordable incident rate is1.8.  The attached chart identifiespayout multiples for specified levels of Safety.  At the end of the Award Period, the Committeewill identify a Safety payout multiple based on RIR results for the AwardPeriod and the attached chart.  Tocalculate the Safety portion of the payout, your Compensation will bemultiplied by your target award percentage; that result will then be multiplied bythe identified Safety payout multiple; and that result will be multiplied by10%.  If the RIR is greater than 2.0, theSafety payout will be zero.

 

4.3.          *Affordability Cap Adjustment*. The target award amount will also be adjusted, on a pro rata basis,based on the Affordability Cap funds available for the Award Period.

 

4.4.          *Additional Adjustments.* Notwithstanding your Performance Goals, the Committee reserves the rightto reduce or eliminate the target award amount, at any time until paid, in itssole and absolute discretion, whether or not the Performance Goals have beenmet.  Such reduction or elimination shallbe based upon such factors as the Committee deems relevant to itsdetermination.

 

4.5.          *General Terms*. Payout multiples between numbers indicated on the chart will becalculated using straight-line interpolation. Your Award is capped at 2.25 times your target award percentage.

 

5.             This Award, if any, will be paid in cash,as soon as practical following the end of the Award Period and the Committee’scertification of Performance Goal results and the amount of the Award, but inany case no later than March 15, 2009.

 

6.             (a)           Ifduring the Award Period you (i) terminate employment for any reasonafter reaching age 55 with ten or more years of employment with Boise; (ii) becometotally disabled; (iii) die; (iv) are excluded from participation bythe Committee’s decision (other than by termination of employment) or becomeineligible to participate by reason of transfer to a different position,reduction in hours, or otherwise; or (v) terminate employment as a directresult of a reduction in force or the sale or permanent closure of a divisionor facility of Boise or a subsidiary or as a direct result of a merger,reorganization, sale, or restructuring of all or part of Boise or a subsidiary,you will cease to be a Participant in the Plan with respect to this Award as ofthe day that event occurs.  In thesecases, you (or your estate in the case of death) will receive an Award, if anAward is paid, based on the Compensation received from January 1, 2008,through the date you cease to be a Participant.

 

(b)           If you terminate employment with Boise during theAward Period other than as described in Section 6(a), whether voluntarilyor involuntarily, with or without cause, you are not eligible to receive anyAward for the Award Period.

 

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(c)           If you terminate employment with Boiseafter the last day of the Award Period but before the Award is paid, other thanas described in Section 6(a), whether voluntarily or involuntarily, withor without cause, you may or may not be eligible to receive any Award for theAward Period, as determined by the Committee in its sole and absolutediscretion.

 

7.             If any provision of this Award or thePlan is held to be illegal or invalid for any reason, such illegality or invalidityshall not affect the remaining terms of the Award and/or Plan, and they shallbe construed and enforced as if the illegal or invalid provision were notincluded.

 

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**BOISEINC.**

**AnnualIncentive Award Notification**

**Corporate**

*SeniorVice President and Chief Financial Officer*

 

**This**Annual Incentive Award (“Award”) is grantedon April 3, 2008, by Boise Inc. (“Boise”) to Robert M. McNutt (“Awardee”or “you”) pursuant to the Boise Inc. Incentive and Performance Plan (the “Plan”)and pursuant to the following terms:

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**1.**             This Award is subject to all the terms and conditions ofthe Plan.  An Award is not earned untilpaid.

** **

2.             For purposes of this Award, the followingterms shall have the meanings stated below. All capitalized terms not defined in this Award Notification shall havethe meaning stated in the Plan.

 

2.1.          “Award Period” means April 1, 2008,through December 31, 2008.

 

2.2.          “Compensation” means your base salary,holiday pay, and any YTO actually paid during the 2008 calendar year for servicesrendered to Boise, a Boise subsidiary, or a predecessor company, plus anyamounts deferred by you during the 2008 calendar year pursuant to an electionunder any savings/401(k) plan, deferred compensation plan, pretax premiummedical plan, or flexible spending account plan sponsored by Boise, a Boisesubsidiary, or a predecessor company. Neither (i) payments made under salary continuation, Workers’Compensation, accident and sickness, or long-term disability nor (ii) anyspecial payments (such as excellence awards or retention bonuses) areconsidered Compensation.  Compensationshall not include amounts realized upon the exercise of stock options or otherlong-term incentive compensation, reimbursement of moving expenses, any form ofimputed income, or any tax gross-ups, without regard to whether such amountsconstitute taxable income to you.  Thedetermination of whether specific amounts or payments are Compensation forpurposes of this Plan is at Boise’s sole and absolute discretion.

 

2.3.          “Incentive Cash Flow” means EBITDA(earnings before interest, taxes, and non-cash items such as depreciation,depletion, and amortization), adjusted for non-cash long-term compensation,less a charge for working capital.  Thecharge for working capital is 15% per year (1.25% per month) times the workingcapital balance (excluding cash). Incentive Cash Flow may be calculated at a corporate, division, orlocation level.

 

2.4.          “Affordability Cap” means the totaldollar amount allowable (based on specified levels of EBITDA) for allcompany-wide incentive Awards (including all divisions and business units), asestablished and approved by the Board. The total aggregate awards of all 

 

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incentive plans, whether paid quarterly or annually, are subject to theAffordability Cap.  If the Cap isexceeded, all awards are reduced pro rata. The attached chart identifies Affordability Cap amounts for specifiedlevels of EBITDA.  For this purpose,EBITDA means the EBITDA dollar amount set out in Boise’s Form 10-K, takinginto account any adjustments deemed appropriate by the Board.

 

2.5.          “Safety” means the recordable incidentrate (“RIR”) for Boise, including international operations. The RIR shall becalculated as the number of recordable incidents occurring duringthe Award Period plus 16, multiplied by 200,000, then divided by the number ofhours worked during the Award Period plus 2,403,955.

 

3.             Your target award percentage is 65% ofyour Base Salary.

 

4.             The Performance Goals applicable to yourAward are corporate Incentive Cash Flow and Safety.  All Performance Goal calculations, includingCompensation, corporate Incentive Cash Flow, Affordability Cap, Safety, and anyother performance objectives, shall be made by the Committee, in its solediscretion.  Your Award will bedetermined as follows:

 

4.1.          *Corporate Incentive Cash Flow*. 90% of your Award will be based on corporate Incentive Cash Flow.  Target corporate Incentive Cash Flow has beenestablished.  The Committee willdetermine actual corporate Incentive Cash Flow and, using the attached payoutchart, a payout multiple will be identified. To calculate the corporate Incentive Cash Flow portion of the payout,your Base Salary will be multiplied by your target awardpercentage; that result will then be multiplied by the identified corporateIncentive Cash Flow payout multiple; and that result will be multiplied by 90%.

 

4.2.          *Safety Adjustment.* 10% of your Award will be based on Safety.  The target recordable incident rate is 1.8.  The attached chart identifies payout multiplesfor specified levels of Safety.  At theend of the Award Period, the Committee will identify a Safety payout multiplebased on RIR results for the Award Period and the attached chart.  To calculate the Safety portion of thepayout, your Compensation will be multiplied by your target awardpercentage; that result will then be multiplied by the identified Safety payoutmultiple; and that result will be multiplied by 10%.  If the RIR is greater than 2.0, the Safetypayout will be zero.

 

4.3.          *Affordability Cap Adjustment*. The target award amount will also be adjusted, on a pro rata basis,based on the Affordability Cap funds available for the Award Period.

 

4.4.          *Additional Adjustments.* Notwithstanding your Performance Goals, the Committee reserves the rightto reduce or eliminate the target award amount, at any time until paid, in itssole and absolute discretion, whether or not the Performance Goals have beenmet.  Such reduction or elimination shallbe based upon such factors as the Committee deems relevant to itsdetermination.

 

4.5.          *General Terms*. Payout multiples between numbers indicated on the chart will becalculated using straight-line interpolation. Your Award is capped at 2.25 times your target award percentage.

 

5.             This Award, if any, will be paid in cash,as soon as practical following the end of the Award Period and the Committee’scertification of Performance Goal results and the amount of the Award, but inany case no later than March 15, 2009.

 

6.             (a)           Ifduring the Award Period you (i) terminate employment for any reasonafter reaching age 55 with ten or more years of employment with Boise; (ii) becometotally disabled; (iii) die; (iv) are excluded from participation bythe Committee’s decision (other than by termination of employment) or becomeineligible to participate by reason of transfer to a different position, 

 

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reduction inhours, or otherwise; or (v) terminate employment as a direct result of areduction in force or the sale or permanent closure of a division or facilityof Boise or a subsidiary or as a direct result of a merger, reorganization,sale, or restructuring of all or part of Boise or a subsidiary, you will ceaseto be a Participant in the Plan with respect to this Award as of the day thatevent occurs.  In these cases, you (oryour estate in the case of death) will receive an Award, if an Award is paid,based on the Compensation received from January 1, 2008, through the dateyou cease to be a Participant.

 

(b)           If you terminate employment with Boise during theAward Period other than as described in Section 6(a), whether voluntarilyor involuntarily, with or without cause, you are not eligible to receive anyAward for the Award Period.

 

(c)           If you terminate employment with Boise after the lastday of the Award Period but before the Award is paid, other than as describedin Section 6(a), whether voluntarily or involuntarily, with or withoutcause, you may or may not be eligible to receive any Award for the AwardPeriod, as determined by the Committee in its sole and absolute discretion.

 

7.             If any provision of this Award or thePlan is held to be illegal or invalid for any reason, such illegality orinvalidity shall not affect the remaining terms of the Award and/or Plan, andthey shall be construed and enforced as if the illegal or invalid provisionwere not included.

 

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**BOISEINC.**

**AnnualIncentive Award Notification**

**Corporate**

*SeniorVice President*

 

**This**Annual Incentive Award (“Award”) is grantedon April 3, 2008, by Boise Inc. (“Boise”) to Robert E. Strenge (“Awardee”or “you”) pursuant to the Boise Inc. Incentive and Performance Plan (the “Plan”)and pursuant to the following terms:

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**1.**             This Award is subject to all the terms and conditions ofthe Plan.  An Award is not earned untilpaid.

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2.             For purposes of this Award, the followingterms shall have the meanings stated below. All capitalized terms not defined in this Award Notification shall havethe meaning stated in the Plan.

 

2.1.          “Award Period” means April 1, 2008,through December 31, 2008.

 

2.2.          “Compensation” means your base salary,holiday pay, and any YTO actually paid during the 2008 calendar year forservices rendered to Boise, a Boise subsidiary, or a predecessor company, plusany amounts deferred by you during the 2008 calendar year pursuant to anelection under any savings/401(k) plan, deferred compensation plan, pretaxpremium medical plan, or flexible spending account plan sponsored by Boise, aBoise subsidiary, or a predecessor company. Neither (i) payments made under salary continuation, Workers’Compensation, accident and sickness, or long-term disability nor (ii) anyspecial payments (such as excellence awards or retention bonuses) areconsidered Compensation.  Compensationshall not include amounts realized upon the exercise of stock options or otherlong-term incentive compensation, reimbursement of moving expenses, any form ofimputed income, or any tax gross-ups, without regard to whether such amounts constitutetaxable income to you.  The determinationof whether specific amounts or payments are Compensation for purposes of thisPlan is at Boise’s 

 

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sole and absolute discretion.

 

2.3.          “Incentive Cash Flow” means EBITDA(earnings before interest, taxes, and non-cash items such as depreciation,depletion, and amortization), adjusted for non-cash long-term compensation,less a charge for working capital.  Thecharge for working capital is 15% per year (1.25% per month) times the workingcapital balance (excluding cash). Incentive Cash Flow may be calculated at a corporate, division, orlocation level.

 

2.4.          “Affordability Cap” means the totaldollar amount allowable (based on specified levels of EBITDA) for allcompany-wide incentive Awards (including all divisions and business units), asestablished and approved by the Board. The total aggregate awards of all incentive plans, whether paidquarterly or annually, are subject to the Affordability Cap.  If the Cap is exceeded, all awards arereduced pro rata.  The attached chartidentifies Affordability Cap amounts for specified levels of EBITDA.  For this purpose, EBITDA means the EBITDAdollar amount set out in Boise’s Form 10-K, taking into account any adjustmentsdeemed appropriate by the Board.

 

2.5.          “Safety” means the recordable incidentrate (“RIR”) for Boise, including international operations. The RIR shall becalculated as the number of recordable incidents occurring duringthe Award Period plus 16, multiplied by 200,000, then divided by the number ofhours worked during the Award Period plus 2,403,955.

 

3.             Your target award percentage is 65% ofyour Base Salary.

 

4.             The Performance Goals applicable to yourAward are corporate Incentive Cash Flow and Safety.  All Performance Goal calculations, includingCompensation, corporate Incentive Cash Flow, Affordability Cap, Safety, and anyother performance objectives, shall be made by the Committee, in its solediscretion.  Your Award will bedetermined as follows:

 

4.1.          *Corporate Incentive Cash Flow*. 90% of your Award will be based on corporate Incentive Cash Flow.  Target corporate Incentive Cash Flow has beenestablished.  The Committee willdetermine actual corporate Incentive Cash Flow and, using the attached payoutchart, a payout multiple will be identified. To calculate the corporate Incentive Cash Flow portion of the payout,your Base Salary will be multiplied by your target awardpercentage; that result will then be multiplied by the identified corporateIncentive Cash Flow payout multiple; and that result will be multiplied by 90%.

 

4.2.          *Safety Adjustment.* 10% of your Award will be based on Safety.  The target recordable incident rate is1.8.  The attached chart identifiespayout multiples for specified levels of Safety.  At the end of the Award Period, the Committeewill identify a Safety payout multiple based on RIR results for the AwardPeriod and the attached chart.  Tocalculate the Safety portion of the payout, your Compensation will be multipliedby your target award percentage; that result will then be multiplied bythe identified Safety payout multiple; and that result will be multiplied by10%.  If the RIR is greater than 2.0, theSafety payout will be zero.

 

4.3.          *Affordability Cap Adjustment*. The target award amount will also be adjusted, on a pro rata basis,based on the Affordability Cap funds available for the Award Period.

 

4.4.          *Additional Adjustments.* Notwithstanding your Performance Goals, the Committee reserves the rightto reduce or eliminate the target award amount, at any time until paid, in itssole and absolute discretion, whether or not the Performance Goals have beenmet.  Such reduction or elimination shallbe based upon such factors as the Committee deems relevant to its determination.

 

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4.5.          *General Terms*. Payout multiples between numbers indicated on the chart will becalculated using straight-line interpolation. Your Award is capped at 2.25 times your target award percentage.

 

5.             This Award, if any, will be paid in cash,as soon as practical following the end of the Award Period and the Committee’scertification of Performance Goal results and the amount of the Award, but inany case no later than March 15, 2009.

 

6.             (a)           Ifduring the Award Period you (i) terminate employment for any reasonafter reaching age 55 with ten or more years of employment with Boise; (ii) becometotally disabled; (iii) die; (iv) are excluded from participation bythe Committee’s decision (other than by termination of employment) or becomeineligible to participate by reason of transfer to a different position,reduction in hours, or otherwise; or (v) terminate employment as a directresult of a reduction in force or the sale or permanent closure of a divisionor facility of Boise or a subsidiary or as a direct result of a merger,reorganization, sale, or restructuring of all or part of Boise or a subsidiary,you will cease to be a Participant in the Plan with respect to this Award as ofthe day that event occurs.  In thesecases, you (or your estate in the case of death) will receive an Award, if anAward is paid, based on the Compensation received from January 1, 2008,through the date you cease to be a Participant.

 

(b)           If you terminate employment with Boise during theAward Period other than as described in Section 6(a), whether voluntarilyor involuntarily, with or without cause, you are not eligible to receive anyAward for the Award Period.

 

(c)           If you terminate employment with Boise after the lastday of the Award Period but before the Award is paid, other than as describedin Section 6(a), whether voluntarily or involuntarily, with or withoutcause, you may or may not be eligible to receive any Award for the AwardPeriod, as determined by the Committee in its sole and absolute discretion.

 

7.             If any provision of this Award or thePlan is held to be illegal or invalid for any reason, such illegality orinvalidity shall not affect the remaining terms of the Award and/or Plan, andthey shall be construed and enforced as if the illegal or invalid provisionwere not included.

 

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**BOISEINC.**

**AnnualIncentive Award Notification**

**Corporate**

*VicePresident*

 

**This**Annual Incentive Award (“Award”) is grantedon April 3, 2008, by Boise Inc. (“Boise”) to Judith Lassa (“Awardee” or “you”)pursuant to the Boise Inc. Incentive and Performance Plan (the “Plan”) andpursuant to the following terms:

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**1.**             This Award is subject to all the terms and conditions ofthe Plan.  An Award is not earned untilpaid.

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2.             For purposes of this Award, the followingterms shall have the meanings stated below. All capitalized terms not defined in this Award Notification shall havethe meaning stated in the Plan.

 

2.1.          “Award Period” means April 1, 2008,through December 31, 2008.

 

2.2.          “Compensation” means your base salary,holiday pay, and any YTO actually paid during the 2008 calendar year forservices rendered to Boise, a Boise subsidiary, or a 

 

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predecessor company, plus any amounts deferred by you during the 2008calendar year pursuant to an election under any savings/401(k) plan,deferred compensation plan, pretax premium medical plan, or flexible spendingaccount plan sponsored by Boise, a Boise subsidiary, or a predecessorcompany.  Neither (i) payments madeunder salary continuation, Workers’ Compensation, accident and sickness, orlong-term disability nor (ii) any special payments (such as excellenceawards or retention bonuses) are considered Compensation.  Compensation shall not include amountsrealized upon the exercise of stock options or other long-term incentivecompensation, reimbursement of moving expenses, any form of imputed income, orany tax gross-ups, without regard to whether such amounts constitute taxableincome to you.  The determination ofwhether specific amounts or payments are Compensation for purposes of this Planis at Boise’s sole and absolute discretion.

 

2.3.          “Incentive Cash Flow” means EBITDA(earnings before interest, taxes, and non-cash items such as depreciation,depletion, and amortization), adjusted for non-cash long-term compensation,less a charge for working capital.  Thecharge for working capital is 15% per year (1.25% per month) times the workingcapital balance (excluding cash).  IncentiveCash Flow may be calculated at a corporate, division, or location level.

 

2.4.          “Affordability Cap” means the totaldollar amount allowable (based on specified levels of EBITDA) for allcompany-wide incentive Awards (including all divisions and business units), asestablished and approved by the Board. The total aggregate awards of all incentive plans, whether paidquarterly or annually, are subject to the Affordability Cap.  If the Cap is exceeded, all awards arereduced pro rata.  The attached chartidentifies Affordability Cap amounts for specified levels of EBITDA.  For this purpose, EBITDA means the EBITDAdollar amount set out in Boise’s Form 10-K, taking into account anyadjustments deemed appropriate by the Board.

 

2.5.          “Safety” means the recordable incidentrate (“RIR”) for Packaging and Newsprint. The RIR shall be calculated as the number ofrecordable incidents occurring during the Award Period plus 4, multiplied by200,000, then divided by the number of hours worked during the Award Period plus723,706.

 

3.             Your target award percentage is 50% ofyour Base Salary.

 

4.             The Performance Goals applicable to yourAward are corporate Incentive Cash Flow, Packaging Incentive Cash Flow, andSafety.  All Performance Goalcalculations, including Compensation, corporate Incentive Cash Flow, PackagingIncentive Cash Flow, Affordability Cap, Safety, and any other performanceobjectives, shall be made by the Committee, in its sole discretion.  Your Award will be determined as follows:

 

4.1.          *Corporate Incentive Cash Flow*. 20% of your Award will be based on corporate Incentive Cash Flow.  Target corporate Incentive Cash Flow has beenestablished.  The Committee willdetermine actual corporate Incentive Cash Flow and, using the attached payoutchart, a payout multiple will be identified. To calculate the corporate Incentive Cash Flow portion of the payout,your Base Salary will be multiplied by your target awardpercentage; that result will then be multiplied by the identified corporateIncentive Cash Flow payout multiple; and that result will be multiplied by 20%.

 

4.2.          *Packaging Incentive Cash Flow*. 70% of your Award will be based on Packaging Incentive Cash Flow.  Target Packaging Incentive Cash Flow has beenestablished.  The Committee willdetermine actual Packaging Incentive Cash Flow and, using the attached payoutchart, a payout multiple will be identified. To calculate the Packaging Incentive Cash Flow portion of the payout,your Base Salary will be multiplied by your target awardpercentage; that result will then be multiplied by the identified PackagingIncentive Cash Flow payout multiple; and that result will be multiplied by 70%.

 

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4.3.          *Safety Adjustment.* 10% of your Award will be based on Safety.  The target recordable incident rate is1.9.  The attached chart identifiespayout multiples for specified levels of Safety.  At the end of the Award Period, the Committeewill identify a Safety payout multiple based on RIR results for the AwardPeriod and the attached chart.  Tocalculate the Safety portion of the payout, your Compensation will bemultiplied by your target award percentage; that result will then be multiplied bythe identified Safety payout multiple; and that result will be multiplied by 10%.  If the RIR is greater than 2.1, the Safetypayout will be zero.

 

4.4.          *Affordability Cap Adjustment*. The target award amount will also be adjusted, on a pro rata basis,based on the Affordability Cap funds available for the Award Period.

 

4.5.          *Additional Adjustments.* Notwithstanding your Performance Goals, the Committee reserves the rightto reduce or eliminate the target award amount, at any time until paid, in itssole and absolute discretion, whether or not the Performance Goals have beenmet.  Such reduction or elimination shallbe based upon such factors as the Committee deems relevant to itsdetermination.

 

4.6.          *General Terms*. Payout multiples between numbers indicated on the chart will becalculated using straight-line interpolation. Your Award is capped at 2.25 times your target award percentage.

 

5.             This Award, if any, will be paid in cash,as soon as practical following the end of the Award Period and the Committee’scertification of Performance Goal results and the amount of the Award, but inany case no later than March 15, 2009.

 

6.             (a)           Ifduring the Award Period you (i) terminate employment for any reasonafter reaching age 55 with ten or more years of employment with Boise; (ii) becometotally disabled; (iii) die; (iv) are excluded from participation bythe Committee’s decision (other than by termination of employment) or becomeineligible to participate by reason of transfer to a different position,reduction in hours, or otherwise; or (v) terminate employment as a directresult of a reduction in force or the sale or permanent closure of a divisionor facility of Boise or a subsidiary or as a direct result of a merger,reorganization, sale, or restructuring of all or part of Boise or a subsidiary,you will cease to be a Participant in the Plan with respect to this Award as ofthe day that event occurs.  In thesecases, you (or your estate in the case of death) will receive an Award, if anAward is paid, based on the Compensation received from January 1, 2008,through the date you cease to be a Participant.

 

(b)           If you terminate employment with Boise during theAward Period other than as described in Section 6(a), whether voluntarilyor involuntarily, with or without cause, you are not eligible to receive anyAward for the Award Period.

 

(c)           If you terminate employment with Boise after the lastday of the Award Period but before the Award is paid, other than as describedin Section 6(a), whether voluntarily or involuntarily, with or withoutcause, you may or may not be eligible to receive any Award for the AwardPeriod, as determined by the Committee in its sole and absolute discretion.

 

7.             If any provision of this Award or thePlan is held to be illegal or invalid for any reason, such illegality orinvalidity shall not affect the remaining terms of the Award and/or Plan, andthey shall be construed and enforced as if the illegal or invalid provisionwere not included.

 

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