**Exhibit 10.5**

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**BOISEINC.**

**Restricted Stock Unit Award Agreement**

**Directors**

 

This Restricted Stock Unit Award Agreement (the “Agreement”)is made as of March 16, 2009 (the “Award Date”), by and between Boise Inc.(“Boise”) and                                    (“Director”or “you”) pursuant to the Boise Inc. Incentive and Performance Plan (the “Plan”)and pursuant to the following terms:

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**1.**                                       Terms and Conditions; Definitions.  This Award is subject to all the terms andconditions of the Plan.  All capitalizedterms not defined in this Agreement shall have the meaning stated in the Plan.

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2.                                       Award.  You are awarded                       restricted stock units (RSUs), at no cost to you, subject to the restrictionsset forth in the Plan and this Agreement. These RSUs are the “Award.”  ThisAward is contingent upon approval of an increase in the number of sharesavailable under the Plan by Boise’s shareholders.  If the increase is not approved, the Awardwill be reduced pro rata based on the shares available under the Plan and youwill be notified of the reduced amount of the Award.

 

3.                                       RestrictionPeriod.  The Award shall vest andbecome payable on March 15, 2010. Any RSUs not vested on or before March 15, 2010, shall beforfeited.

 

4.                                       Termination asDirector.  If youseparate from service as a director before March 15, 2010, your Award willbe treated as follows.

 

4.1                                 If your separation fromservice is due to your death, disability (as defined pursuant to Section 409Aof the Internal Revenue Code and the regulations thereunder), failure to bere-elected by shareholders as a director, or resignation following a Change inControl event or other restructuring of Boise (as determined in the solediscretion of Boise’s board of directors as constituted immediately prior tothe Change in Control or restructuring event), the restrictions on all RSUswill lapse and the Award will vest in full and become payable on the day afterthe date of your death, disability, or other separation from service.

 

4.2                                 If your separation fromservice is due to any reason other than those stated in Section 4.1, a prorata portion of the Award will vest and become payable on the day after thedate of your separation from service. The pro rata portion will be calculated based on the number of days ofyour service as a director from the Award Date through the date of yourtermination of service as a director, divided by 365 (the number of days in theAward Period).  Any portion of the Awardremaining unvested after the pro rata calculation will be forfeited immediatelyfollowing your separation from service.

 

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4.3                                 For purposes of this Award,a separation from service will not be deemed to have occurred if you continueto provide services to Boise or a subsidiary as an independent contractor orconsultant or in any other capacity after you cease being a director.  In this case, your separation from servicewill be deemed to occur on the date your service contract expires withoutintent to renew or to provide further services, or, if no contract exists, onthe date you cease providing all services to Boise and its subsidiaries.  The determination of whether and when aseparation from service has occurred will be made based on specific facts andcircumstances and will comply with the requirements of Section 409A of theInternal Revenue Code and the regulations thereunder.

 

5.                                       TransferRestrictions.

 

5.1                                 *Prior to Vesting. *The RSUs awarded pursuant tothis Agreement cannot be sold, assigned, pledged, hypothecated, transferred, orotherwise encumbered prior to vesting. Any attempt to transfer your rights in the awarded RSUs prior to vestingwill result in the immediate forfeiture of the awarded RSUs.

 

5.2                                 *After Vesting. *You agree not to transfer,sell, or otherwise assign your rights in any of the RSUs which vest pursuant toSection 3 and to continue to hold the shares you receive upon vesting ofthe RSUs until the earliest of the following events:  (a) your termination of service as adirector due to death, disability, retirement under the Company’s mandatoryretirement policy for directors, or failure to be re-elected by shareholders asa director; (b) a Change in Control; or (c) if your termination ofservice as a director occurs for any reason other than those stated in Section 4.1,the first to occur of (i) your death, (ii) your disability, or (iii) thelater of the date of your termination of service or March 15, 2013.  In addition, you agree not to transfer, sell,or otherwise assign your rights in any of the shares you receive upon vestingof RSUs pursuant to Section 4.2 and to continue to hold such shares untilthe earliest of the following events:  (x) yourdeath or disability, (y) a Change in Control; or (z) March 15,2013.  No transfer restrictions apply toshares you receive upon vesting of RSUs pursuant to Section 4.1.

 

5.3                                 *Permitted Transfers.*  Notwithstanding Section 5.2, aftervesting, you may transfer shares to a family trust or to family members by giftor for estate planning purposes (collectively “Family Dispositions”), providedthat any Family Dispositions will continue to be subject to the transferrestrictions in Section 5.2 (each of the foregoing being a “PermittedTransfer”).

 

6.                                       Rights.  With respect to the awarded RSUs, you are nota shareholder and do not have any voting rights.  You shall not be entitled to receive anydividends, notional or otherwise, with respect to the RSUs during therestriction period prior to vesting.

 

7.                                       Payment.  Vested RSUs will be paid to you in whole sharesof Boise common stock.  If the vestingcalculation results in a fractional number of RSUs, the number of 

 

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RSUsvesting at that time shall be rounded up to the next whole number.  No fractional shares shall be issued.  The designated payment date for purposes of Section 409Aof the Internal Revenue Code and the regulations thereunder for RSUs vestingpursuant to Section 3 shall be March 15, 2010, and for RSUs vestingpursuant to Section 4 shall be the day after the date of death,disability, or separation from service, as applicable.  Delivery of shares pursuant to this Agreementshall be made as soon as practicable following vesting and in any case by thelater of December 31st of the calendar year in whichthe vesting date or designated payment date occurs or the 15th day of the third calendar month following thevesting date or designated payment date.

 

**You must sign this Agreement and return it to Boise’s CompensationDepartment on or before March 27, 2009, in order for the Award tobe effective.  If this Agreement is notreceived by the Compensation Department on or before March 27, 2009,the Award will be forfeited.  Return yourexecuted Agreement to:  Jeannine Sims,Compensation Department, Boise Paper Holdings, L.L.C., P.O. Box 990050,Boise, ID  83799-0050, or fax your signedform to 208-333-1846.**

 
| Boise  Inc. |   | Director |
|-------------|--------|----------|
|        |   |     |
|        |   |     |
| By:         |   |     | Signature: |   |
| Name:       |   |     | Printed  Name: |   |
| Title:      |   |     |   |   |
|             |        |          |  |  |  |  |

 

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