EXECUTIVE
SHALL SUBMIT TO THE BOARD ALL BUSINESS, COMMERCIAL AND INVESTMENT OPPORTUNITIES
OR OFFERS PRESENTED TO EXECUTIVE OR OF WHICH EXECUTIVE BECOMES AWARE WHICH
RELATE TO ANY LINES OF BUSINESS THAT THE COMPANY OR ITS AFFILIATES DERIVE MORE
THAN $50,000 ANNUALLY OF THEIR REVENUE FROM OR WITH RESPECT TO WHICH THE COMPANY
AND ITS AFFILIATES HAVE MADE A SIGNIFICANT INVESTMENT ("CORPORATE
OPPORTUNITIES").
UNLESS APPROVED BY THE BOARD, EXECUTIVE SHALL NOT ACCEPT OR
PURSUE, DIRECTLY OR
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INDIRECTLY, ANY CORPORATE OPPORTUNITIES ON EXECUTIVE'S OWN BEHALF OR ON BEHALF
OF ANOTHER PERSON OR ENTITY IN OR WITH RESPECT TO WHOM EXECUTIVE HAS ANY
ECONOMIC INTEREST.
24.
EXECUTIVE'S COOPERATION.
DURING THE EMPLOYMENT PERIOD AND
THEREAFTER, EXECUTIVE SHALL COOPERATE WITH THE COMPANY AND ITS AFFILIATES IN ANY
INTERNAL INVESTIGATION, ANY ADMINISTRATIVE, REGULATORY OR JUDICIAL INVESTIGATION
OR PROCEEDING OR ANY DISPUTE WITH A THIRD PARTY AS REASONABLY REQUESTED BY THE
COMPANY (INCLUDING EXECUTIVE BEING AVAILABLE TO THE COMPANY UPON REASONABLE
NOTICE FOR INTERVIEWS AND FACTUAL INVESTIGATIONS, APPEARING AT THE COMPANY'S
REQUEST TO GIVE TESTIMONY WITHOUT REQUIRING SERVICE OF A SUBPOENA OR OTHER LEGAL
PROCESS, VOLUNTEERING TO THE COMPANY ALL PERTINENT INFORMATION AND TURNING OVER
TO THE COMPANY ALL RELEVANT DOCUMENTS WHICH ARE OR MAY COME INTO EXECUTIVE'S
POSSESSION, ALL AT TIMES AND ON SCHEDULES THAT ARE REASONABLY CONSISTENT WITH
EXECUTIVE'S OTHER PERMITTED ACTIVITIES AND COMMITMENTS). IN THE EVENT THE
COMPANY REQUIRES EXECUTIVE'S COOPERATION IN ACCORDANCE WITH THIS PARAGRAPH, THE
COMPANY SHALL REIMBURSE EXECUTIVE SOLELY FOR REASONABLE TRAVEL EXPENSES
(INCLUDING LODGING AND MEALS) UPON SUBMISSION OF RECEIPTS.
*
*
*
*
*
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.
Boise Cascade, L.L.C.
By:
/s/ Thomas Carlile
Its:
Executive Vice President &
Chief Financial Officer
/s/ Duane C. McDougall
Duane C. McDougall
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