Exhibit 10.20
ANNUAL INCENTIVE AWARDS
WOOD PRODUCTS
1. The Award is subject to all the terms and conditions of the Plan. All
capitalized terms not defined in this Agreement shall have the meaning
stated in the Plan.
2. For purposes of this Award, the following terms shall have the meanings
stated below.
2.1. "Award Period" means the period from November 1, 2004 to
December 31, 2004
2.2. "Base Salary" means your annual pay rate in effect at the end of the
Award Period, without taking into account (a) any amounts deferred
pursuant to an election under any 401(k) plan, pre-tax premium plan,
deferred compensation plan, or flexible spending account sponsored
by Boise, (b) any incentive compensation, employee benefit, or other
cash benefit paid or provided under any incentive, bonus or employee
benefit plan sponsored by Boise, or (c) any excellence award, gains
upon stock option exercises, restricted stock grants or vesting,
moving or travel expense reimbursement, imputed income, or tax
gross-ups, without regard to whether the payment or gain is taxable
income to you.
2.3. "Economic Value Added," or "EVA," means the Net Operating Profit
Before Tax less the Capital Charge. For purposes of this definition:
2.3.1. "Net Operating Profit Before Tax" means the before tax
operating income of the division, region, or location, as
appropriate;
2.3.2. "Capital Charge" means the deemed opportunity cost of
employing Capital for the company, division, region, or
location, as appropriate, calculated as average Capital
multiplied by Pretax Required Rate of Return;
2.3.3. "Capital" means the net investment employed in the
operations of the company, division, region, or location, as
appropriate, adjusted for LIFO inventory, present value of
operating leases, major capital projects, and major
nonrecurring adjustments, as determined by Boise from time
to time; and
2.3.4. "Pretax Required Rate of Return" (or the cost of capital)
means the pretax required rate of return percentage
including adjustment for business risk and debt-to-equity
structure, as determined by Boise for the Award Period.
3. Your target award percentage is ___% of your Base Salary.
4. The Performance Goal applicable to your Award is ▇▇▇. Your Award will
be calculated based on this Performance Goal, as follows:
4.1. DIVISION EVA - 50%. Target EVA has been established for the Boise
Building Solutions, Manufacturing division. Using the attached
payout chart, a payout multiple will be identified based on the
division's actual EVA. The identified multiple will be multiplied by
50%, the resulting number will be multiplied by your target award
percentage, and the resulting percentage will be applied to your
Base Salary to determine the Division EVA portion of your actual
Award.
4.2. REGION EVA - 50%. Target EVA has been established for each of the
five regions within Wood Products division. Using the attached
payout charts, a payout multiple will be identified for each region
based on the region's actual EVA. The
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multiples for all 5 regions will be averaged to reach an average
region EVA payout multiple. The average region EVA payout multiple
will be multiplied by 50%, the resulting number will be multiplied
by your target award percentage, and the resulting percentage will
be applied to your Base Salary to determine the Region EVA portion
of your actual Award.
4.3. GENERAL TERMS. Payout multiples between numbers indicated on the
charts will be calculated using straight-line interpolation. Your
total Award is capped at 2.25 times your target award percentage.
Notwithstanding the Performance Goal and formula set forth above, no
award will be earned or paid for the Award Period unless Wood
Products has net income for the Award Period, as calculated by Boise
in its sole discretion. Award criteria, targets, payout multiples,
and/or actual payouts may be adjusted if an asset sale occurs or
configuration or operational changes are made within the division
that impact plan payouts.
5. This Award will be paid in cash.
6. If you terminate employment before December 31, 2004, your Award will
be treated as follows:
6.1. If your termination of employment is a direct result of the sale or
permanent closure of any facility or operating unit of Boise, or a
bona fide curtailment, or a reduction in workforce, as determined by
Boise in its sole discretion, and you execute a waiver/release in
the form required by Boise, or if your termination is a result of
your death, or total and permanent disability, you will receive a
pro rata Award, if an Award is paid, based on the number of days
during the Award Period that you were employed and eligible compared
to the total number of days in the Award Period.
6.2. If at the time of your termination you are at least age 55 and have
at least 10 years of employment with Boise, you will receive a pro
rata Award, if an Award is paid, calculated as provided in paragraph
6.1.
6.3. If your termination of employment is a direct result of a strategic
transaction (e.g., a reorganization, sale, divestiture, or spin-off)
involving an organizational unit larger than a single location, as
determined by Boise in its sole discretion, and you execute a
waiver/release in the form required by Boise, you will receive a pro
rata Award, if an Award is paid, calculated as provided in paragraph
6.1, subject to change by the Executive Compensation Committee of
Boise's board of directors in its sole discretion.
6.4. Except as described in paragraphs 6.1, 6.2, and 6.3, you must be
employed by Boise on the last day of the Award Period to be eligible
to receive an Award. If you terminate employment for any reason
other than as described in paragraphs 6.1, 6.2 , and 6.3, whether
your termination is voluntary or involuntary, with or without cause,
you will not be eligible to receive any Award for 2004.
7. In the event of a Change in Control (as defined in the Plan) prior to
December 31, 2004, the provisions of the Plan shall apply.
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ANNUAL INCENTIVE AWARDS
BUILDING MATERIALS DISTRIBUTION
1. The Award is subject to all the terms and conditions of the Plan. All
capitalized terms not defined in this Agreement shall have the meaning
stated in the Plan.
2. For purposes of this Award, the following terms shall have the meanings
stated below.
2.1. "Award Period" means the period from November 1, 2004 to
December 31, 2004
2.2. "Base Salary" means your annual pay rate in effect at the end of the
Award Period, without taking into account (a) any amounts deferred
pursuant to an election under any 401(k) plan, pre-tax premium plan,
deferred compensation plan, or flexible spending account sponsored
by Boise, (b) any incentive compensation, employee benefit, or other
cash benefit paid or provided under any incentive, bonus or employee
benefit plan sponsored by Boise, or (c) any excellence award, gains
upon stock option exercises, restricted stock grants or vesting,
moving or travel expense reimbursement, imputed income, or tax
gross-ups, without regard to whether the payment or gain is taxable
income to you.
2.3. "Pretax Return on EVA Investment" or "PROEVA" means the Net
Operating Income plus EVA Income Adjustments, divided by EVA
Investment, as stated on the division's financial statements. For
purposes of this definition, capitalized terms refer to line items
on the division's balance sheet, operating expense detail, or income
statement.
3. Your target award percentage is ___% of your Base Salary.
4. The Performance Goal applicable to your Award is PROEVA. Your Award will
be calculated based on this Performance Goal, as follows:
4.1. BBSD PROEVA. Target PROEVA has been established for the Boise
Building Solutions, Distribution division. Using the attached payout
chart, a payout multiple will be identified for the division based
on the division's PROEVA. The payout multiple will be multiplied by
your target award percentage, and the resulting percentage will be
applied to your Base Salary to determine your actual Award.
4.2. GENERAL TERMS. Payout multiples between numbers indicated on the
charts will be calculated using straight-line interpolation. Your
total Award is capped at 2.25 times your target award percentage.
Notwithstanding the Performance Goal and formula set forth above, no
award will be earned or paid for the Award Period unless BBSD has
net income for the Award Period and has division PROEVA of at least
6%, as calculated by Boise in its sole discretion.
5. This Award will be paid in cash.
6. If you terminate employment before December 31, 2004, your Award will be
treated as follows:
6.1. If your termination of employment is a direct result of the sale or
permanent closure of any facility or operating unit of Boise, or a
bona fide curtailment, or a reduction in workforce, as determined by
Boise in its sole discretion, and you execute a waiver/release in
the form required by Boise, or if your termination is a result of
your death, or total and permanent disability, you will receive a
pro rata Award, if an Award is paid, based on the number of
1
days during the Award Period that you were employed and eligible
compared to the total number of days in the Award Period.
6.2. If at the time of your termination you are at least age 55 and have
at least 10 years of employment with Boise, you will receive a pro
rata Award, if an Award is paid, calculated as provided in paragraph
6.1.
6.3. If your termination of employment is a direct result of a strategic
transaction (e.g., a reorganization, sale, divestiture, or spin-off)
involving an organizational unit larger than a single location, as
determined by Boise in its sole discretion, and you execute a
waiver/release in the form required by Boise, you will receive a pro
rata Award, if an Award is paid, calculated as provided in paragraph
6.1, subject to change by the Executive Compensation Committee of
Boise's board of directors in its sole discretion.
6.4. Except as described in paragraphs 6.1, 6.2, and 6.3, you must be
employed by Boise on the last day of the Award Period to be eligible
to receive an Award. If you terminate employment for any reason
other than as described in paragraphs 6.1, 6.2 , and 6.3, whether
your termination is voluntary or involuntary, with or without cause,
you will not be eligible to receive any Award for 2004.
7. In the event of a Change in Control (as defined in the Plan) prior to
December 31, 2004, the provisions of the Plan shall apply.
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ANNUAL INCENTIVE AWARDS
PAPER
1. The Award is subject to all the terms and conditions of the Plan. All
capitalized terms not defined in this Agreement shall have the meaning
stated in the Plan.
2. For purposes of this Award, the following terms shall have the meanings
stated below.
2.1. "Award Period" means the period from November 1, 2004 to December
31, 2004.
2.2. "Base Salary" means your annual pay rate in effect at the end of the
Award Period, without taking into account (a) any amounts deferred
pursuant to an election under any 401(k) plan, pre-tax premium plan,
deferred compensation plan, or flexible spending account sponsored
by Boise, (b) any incentive compensation, employee benefit, or other
cash benefit paid or provided under any incentive, bonus or employee
benefit plan sponsored by Boise, or (c) any excellence award, gains
upon stock option exercises, restricted stock grants or vesting,
moving or travel expense reimbursement, imputed income, or tax
gross-ups, without regard to whether the payment or gain is taxable
income to you.
2.3. "Cash Flow" means the cash generated for the Paper calculated as
operating income plus or minus changes in net working capital
(receivables and inventories less payables) plus non-cash items
against operating income (such as depreciation, amortization and
depletion) less capital spending.
3. Your target award percentage is ___% of your Base Salary.
4. The Performance Goal applicable to your Award is Cash Flow. Your Award will
be calculated based on this Performance Goal, as follows:
4.1. CASH FLOW. Using the attached payout chart, a payout multiple will
be identified based on the division's Cash Flow. Your target award
percentage will be multiplied by the identified multiple, and the
resulting percentage will be applied to your Base Salary to
determine your actual Award.
4.2. GENERAL TERMS. Payout multiples between numbers indicated on the
chart will be calculated using straight-line interpolation. Your
Award is capped at 2.25 times your target award percentage.
Notwithstanding the Performance Goal and formula set forth above, no
award will be earned or paid for the Award Period unless Boise Paper
Solutions has net income for the Award Period, as calculated by
Boise in its sole discretion.
5. This Award will be paid in cash.
6. If you terminate employment before December 31, 2004, your Award will be
treated as follows:
6.1. If your termination of employment is a direct result of the sale or
permanent closure of any facility or operating unit of Boise, or a
bona fide curtailment, or a reduction in workforce, as determined by
Boise in its sole discretion, and you execute a waiver/release in
the form required by Boise, or if your termination is a result of
your death, or total and permanent disability, you will receive a
pro rata Award, if an Award is paid, based on the number of days
during the Award Period that you were employed and eligible compared
to the total
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number of days in the Award Period.
6.2. If at the time of your termination you are at least age 55 and have
at least 10 years of employment with Boise, you will receive a pro
rata Award, if an Award is paid, calculated as provided in paragraph
6.1.
6.3. If your termination of employment is a direct result of a strategic
transaction (e.g., a reorganization, sale, divestiture, or spin-off)
involving an organizational unit larger than a single location, as
determined by Boise in its sole discretion, and you execute a
waiver/release in the form required by Boise, you will receive a pro
rata Award, if an Award is paid, calculated as provided in paragraph
6.1, subject to change by the Executive Compensation Committee of
Boise's board of directors, in its sole discretion.
6.4. Except as described in paragraphs 6.1, 6.2, and 6.3, you must be
employed by Boise on the last day of the Award Period to be eligible
to receive an Award. If you terminate employment for any reason
other than as described in paragraphs 6.1, 6.2 , and 6.3, whether
your termination is voluntary or involuntary, with or without cause,
you will not be eligible to receive any Award for 2004.
7. In the event of a Change in Control (as defined in the Plan) prior to
December 31, 2004, the provisions of the Plan shall apply.
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ANNUAL INCENTIVE AWARD AGREEMENT
CORPORATE
This ANNUAL INCENTIVE AWARD (the "Award"), is granted on ____________, 2004
(the "Award Date"), by Boise Cascade Corporation ("Boise") to
___________________ ("Awardee" or "you") pursuant to the 2003 Boise Incentive
and Performance Plan (the "Plan") and pursuant to the following terms:
1. The Award is subject to all the terms and conditions of the Plan. All
capitalized terms not defined in this Agreement shall have the meaning
stated in the Plan.
2. For purposes of this Award, the following terms shall have the meanings
stated below.
2.1. "Award Period" means the period from November 1, 2004 to December
31, 2004.
2.2. "Base Salary" means your annual pay rate in effect at the end of the
Award Period, without taking into account (a) any amounts deferred
pursuant to an election under any 401(k) plan, pre-tax premium plan,
deferred compensation plan, or flexible spending account sponsored
by Boise, (b) any incentive compensation, employee benefit, or other
cash benefit paid or provided under any incentive, bonus or employee
benefit plan sponsored by Boise, or (c) any excellence award, gains
upon stock option exercises, restricted stock grants or vesting,
moving or travel expense reimbursement, imputed income, or tax
gross-ups, without regard to whether the payment or gain is taxable
income to you.
2.3. "Economic Value Added," or "EVA," means the Net Operating
Profit Before Tax less the Capital Charge. For purposes of
this definition:
2.3.1. "Net Operating Profit Before Tax" means the before tax
operating income of the division, region, or location, as
appropriate;
2.3.2. "Capital Charge" means the deemed opportunity cost of
employing Capital for the company, division, region, or
location, as appropriate, calculated as average Capital
multiplied by Pretax Required Rate of Return;
2.3.3. "Capital" means the net investment employed in the
operations of the company, division, region, or location, as
appropriate, adjusted for LIFO inventory, present value of
operating leases, major capital projects, and major
nonrecurring adjustments, as determined by Boise from time
to time; and
2.3.4. "Pretax Required Rate of Return" (or the cost of capital)
means the pretax required rate of return percentage
including adjustment for business risk and debt-to-equity
structure, as determined by Boise for the Award Period.
3. Your target award percentage is ___% of your Base Salary.
4. The Performance Goal applicable to your Award is ▇▇▇. Your Award will be
calculated based on this Performance Goal, as follows:
4.1. ▇▇▇. Target EVA has been established for the company. Using the
attached payout chart, a payout multiple will be identified based on
the company's actual EVA. The identified multiple will be multiplied
by your target award percentage, and the resulting percentage will
be applied to your Base Salary to determine your EVA Award.
4.2. ALTERNATIVE AWARD. An Alternative Award payout multiple will be
calculated as the average of the division payout multiples, weighted
for investment and sales. The Alternative Award payout multiple will
be multiplied by your target award percentage, and the resulting
percentage will be applied to your Base Salary to determine your
Alternative Award.
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4.3. ACTUAL AWARD. Your Award will be the greater of the EVA Award or the
Alternative Award, provided that the Committee in its sole
discretion may reduce the Alternative Award in whole or in part, but
in no event will your Award be less than the EVA Award.
4.4. GENERAL TERMS. Payout multiples between numbers indicated on the
charts will be calculated using straight-line interpolation. Your
total Award is capped at 2.25 times your target award percentage.
Notwithstanding the Performance Goal and formula set forth above, no
award will be earned or paid for the Award Period unless Boise has
net income for the Award Period, as calculated by Boise in its sole
discretion.
5. This Award will be paid in cash.
6. If you terminate employment before December 31, 2004, your Award will be
treated as follows:
6.1. If your termination of employment is a direct result of the sale or
permanent closure of any facility or operating unit of Boise, or a
bona fide curtailment, or a reduction in workforce, as determined by
Boise in its sole discretion, and you execute a waiver/release in
the form required by Boise, or if your termination is a result of
your death, or total and permanent disability, you will receive a
pro rata Award, if an Award is paid, based on the number of days
during the Award Period that you were employed and eligible compared
to the total number of days in the Award Period.
6.2. If at the time of your termination you are at least age 55 and have
at least 10 years of employment with Boise, you will receive a pro
rata Award, if an Award is paid, calculated as provided in paragraph
6.1.
6.3. If your termination of employment is a direct result of a strategic
transaction (e.g., a reorganization, sale, divestiture, or spin-off)
involving an organizational unit larger than a single location, as
determined by Boise in its sole discretion, and you execute a
waiver/release in the form required by Boise, you will receive a pro
rata Award, if an Award is paid, calculated as provided in paragraph
6.1, subject to change by the Executive Compensation Committee of
Boise's board of directors in its sole discretion.
6.4. Except as described in paragraphs 6.1, 6.2, and 6.3, you must be
employed by Boise on the last day of the Award Period to be eligible
to receive an Award. If you terminate employment for any reason
other than as described in paragraphs 6.1, 6.2 , and 6.3, whether
your termination is voluntary or involuntary, with or without cause,
you will not be eligible to receive any Award for 2004.
7. In the event of a Change in Control (as defined in the Plan) prior to
December 31, 2004, the provisions of the Plan shall apply.
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