(G)
ALL AMOUNTS PAYABLE TO EXECUTIVE AS COMPENSATION PURSUANT TO THIS
AGREEMENT SHALL BE SUBJECT TO ALL REQUIRED AND CUSTOMARY WITHHOLDING BY THE
COMPANY AS PROVIDED IN PARAGRAPH 19 HEREIN.
4.
BOARD MEMBERSHIP.
WITH RESPECT TO ALL REGULAR ELECTIONS OF THE
BOARD OF MANAGERS OF BOISE CASCADE HOLDINGS, L.L.C. DURING THE EMPLOYMENT
PERIOD, THE COMPANY SHALL NOMINATE, AND USE ITS REASONABLE EFFORTS TO CAUSE THE
ELECTION OF, EXECUTIVE TO SERVE AS CHAIRMAN OF THE BOARD.
UPON THE TERMINATION
OR EXPIRATION OF THE EMPLOYMENT PERIOD, EXECUTIVE SHALL RESIGN AS CHAIRMAN AND
AS A MEMBER OF THE BOARD AND ALL OTHER GOVERNING BODIES OF THE COMPANY AND ITS
AFFILIATES AND ANY OTHER ENTITY FOR WHICH EXECUTIVE SERVES ON THE BOARD OF
DIRECTORS OR SIMILAR GOVERNING BODY AS REQUESTED , AS THE CASE MAY BE.
4
5.
TERM.
(A)
SUBJECT TO EARLIER TERMINATION IN ACCORDANCE WITH THE PROVISO TO
THIS SENTENCE, THE "EMPLOYMENT PERIOD" SHALL BEGIN ON DECEMBER 1, 2008 AND END
ON DECEMBER 31, 2010 AND SHALL AUTOMATICALLY BE RENEWED ON THE SAME TERMS AND
CONDITIONS SET FORTH HEREIN AS MODIFIED FROM TIME TO TIME BY THE PARTIES HERETO
IN ACCORDANCE WITH THIS AGREEMENT FOR ADDITIONAL ONE-YEAR PERIODS BEGINNING ON
DECEMBER 31, 2010 AND EACH SUCCESSIVE ANNIVERSARY THEREOF, UNLESS THE COMPANY OR
EXECUTIVE GIVES THE OTHER PARTY WRITTEN NOTICE OF THE ELECTION NOT TO RENEW THE
EMPLOYMENT PERIOD AT LEAST 60 DAYS PRIOR TO ANY SUCH RENEWAL DATE; PROVIDED THAT
(I) THE "EMPLOYMENT PERIOD" SHALL TERMINATE PRIOR TO ANY SUCH DATE IMMEDIATELY
UPON EXECUTIVE'S RESIGNATION (WITH OR WITHOUT GOOD REASON, AS DEFINED BELOW),
DEATH OR DISABILITY AND (II) THE "EMPLOYMENT PERIOD" MAY BE TERMINATED BY THE
COMPANY AT ANY TIME PRIOR TO SUCH DATE FOR CAUSE (AS DEFINED BELOW) OR WITHOUT
CAUSE (IT BEING UNDERSTOOD AND AGREED THAT EXECUTIVE IS AN AT-WILL EMPLOYEE
WHOSE EMPLOYMENT MAY BE TERMINATED AT ANY TIME FOR ANY REASON, SUBJECT TO HIS
RIGHTS UNDER THIS AGREEMENT).
EXCEPT AS OTHERWISE PROVIDED HEREIN, ANY
TERMINATION OF THE EMPLOYMENT PERIOD BY THE COMPANY SHALL BE EFFECTIVE AS
SPECIFIED IN A WRITTEN NOTICE FROM THE COMPANY TO EXECUTIVE.
(B)
IF THE EMPLOYMENT PERIOD IS TERMINATED BY THE COMPANY WITHOUT
CAUSE (AND, FOR THE AVOIDANCE OF DOUBT, A TERMINATION BY THE COMPANY WITHOUT
CAUSE SHALL NOT BE DEEMED TO OCCUR IF THE COMPANY PROVIDES WRITTEN NOTICE THAT
IT ELECTS NOT TO RENEW THE EMPLOYMENT PERIOD OR UPON ANY EXPIRATION OF THE
EMPLOYMENT PERIOD FOR NON-RENEWAL) OR UPON EXECUTIVE'S RESIGNATION WITH GOOD
REASON (AND, FOR THE AVOIDANCE OF DOUBT, A RESIGNATION BY EXECUTIVE FOR GOOD
REASON SHALL NOT BE DEEMED TO OCCUR IF EXECUTIVE PROVIDES WRITTEN NOTICE THAT HE
ELECTS NOT TO RENEW THE EMPLOYMENT PERIOD OR UPON ANY EXPIRATION OF THE
EMPLOYMENT PERIOD FOR NON-RENEWAL), EXECUTIVE SHALL BE ENTITLED TO RECEIVE
(I) HIS BASE SALARY THROUGH THE DATE OF EXPIRATION, (II) THE VALUE OF ANY UNUSED
AND ACCRUED TIME OFF, LESS ANY ADVANCED TIME OFF, IN ACCORDANCE WITH THE TIME
OFF POLICY APPLICABLE TO EXECUTIVE IMMEDIATELY PRIOR TO EXECUTIVE'S DATE OF