EXHIBIT 10.2
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of the 20th day of November, 2008, between Boise
Cascade, L.L.C., a Delaware limited liability company (the "Company"), and Duane
C. McDougall ("Executive").
WHEREAS, the services of Executive and his managerial and professional
experience are of value to the Company.
WHEREAS the Company desires to employ Executive to act as its Chief Executive
Officer and as the Chief Executive Officer of Boise Cascade Holdings, L.L.C.
("Holdings") upon the terms and conditions set forth herein.
In consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1.
EMPLOYMENT.
THE COMPANY SHALL EMPLOY EXECUTIVE, AND EXECUTIVE
HEREBY ACCEPTS EMPLOYMENT WITH THE COMPANY, UPON THE TERMS AND CONDITIONS SET
FORTH IN THIS AGREEMENT, DURING THE EMPLOYMENT PERIOD (AS DEFINED IN PARAGRAPH 5
HEREOF).
2.
POSITION AND DUTIES.
DURING THE EMPLOYMENT PERIOD, EXECUTIVE
SHALL SERVE AS THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF THE COMPANY, HOLDINGS
AND SUCH SUBSIDIARIES OF HOLDINGS AS THE COMPANY MAY REASONABLY REQUEST AND
SHALL HAVE THE NORMAL DUTIES, RESPONSIBILITIES, FUNCTIONS AND AUTHORITY OF SUCH
POSITION, SUBJECT TO THE POWER AND AUTHORITY OF THE BOARD OF MANAGERS OF
HOLDINGS (THE "BOARD") TO EXPAND OR LIMIT SUCH DUTIES, RESPONSIBILITIES,
FUNCTIONS AND AUTHORITY AND TO OVERRULE ACTIONS OF OFFICERS OF THE COMPANY,
HOLDINGS AND SUCH SUBSIDIARIES.
DURING THE EMPLOYMENT PERIOD, EXECUTIVE SHALL
RENDER SUCH ADMINISTRATIVE, FINANCIAL AND OTHER EXECUTIVE AND MANAGERIAL
SERVICES TO THE COMPANY AND ITS AFFILIATES WHICH ARE CONSISTENT WITH EXECUTIVE'S
POSITION AS THE BOARD MAY FROM TIME TO TIME DIRECT.
(A)
DURING THE EMPLOYMENT PERIOD, EXECUTIVE SHALL REPORT TO THE BOARD
AND SHALL DEVOTE HIS BEST EFFORTS AND SUFFICIENT BUSINESS TIME AND ATTENTION
(EXCEPT FOR PERMITTED VACATION PERIODS AND REASONABLE PERIODS OF ILLNESS OR
OTHER INCAPACITY) TO THE BUSINESS AND AFFAIRS OF THE COMPANY AND ITS AFFILIATES
IN ORDER TO RESPONSIBLY DISCHARGE HIS OBLIGATIONS AND DUTIES TO THE COMPANY AND
ITS AFFILIATES.
EXECUTIVE SHALL PERFORM HIS DUTIES, RESPONSIBILITIES AND
FUNCTIONS TO THE COMPANY AND ITS AFFILIATES HEREUNDER TO THE BEST OF HIS
ABILITIES IN A DILIGENT, TRUSTWORTHY, PROFESSIONAL AND EFFICIENT MANNER AND
SHALL COMPLY WITH THE COMPANY'S AND ITS AFFILIATES' POLICIES AND PROCEDURES IN
ALL MATERIAL RESPECTS.
IN PERFORMING HIS DUTIES AND EXERCISING HIS AUTHORITY
UNDER THE AGREEMENT, EXECUTIVE SHALL SUPPORT AND IMPLEMENT THE BUSINESS AND
STRATEGIC PLANS APPROVED FROM TIME TO TIME BY THE BOARD.
DURING THE EMPLOYMENT
PERIOD, EXECUTIVE SHALL NOT ACCEPT OTHER EMPLOYMENT, SERVE AS AN OFFICER OR
DIRECTOR OF, OR OTHERWISE PERFORM SERVICES FOR COMPENSATION FOR, ANY OTHER
ENTITY WITHOUT THE PRIOR WRITTEN CONSENT OF THE BOARD; PROVIDED THAT EXECUTIVE
MAY SERVE AS AN OFFICER OR DIRECTOR OF OR OTHERWISE PARTICIPATE IN PURELY
EDUCATIONAL, WELFARE, SOCIAL, RELIGIOUS AND CIVIC ORGANIZATIONS SO LONG AS SUCH
ACTIVITIES DO NOT INTERFERE WITH
1
EXECUTIVE'S EMPLOYMENT.
THE COMPANY HEREBY CONSENTS TO THE SERVICE OF EXECUTIVE
ON THE BOARD OF DIRECTORS OF EACH OF GREENBRIER COMPANIES, CASCADE CORP., AND
WESTCOAST BANCORP.
(B)