Supplemental Early Retirement Plan For Executive Officers

Exhibit 10.15


BOISE CASCADE, L.L.C.


SUPPLEMENTAL EARLY RETIREMENT PLAN FOR EXECUTIVE OFFICERS


(As Adopted on October 29, 2004)


BOISE CASCADE, L.L.C.
SUPPLEMENTAL EARLY RETIREMENT PLAN FOR EXECUTIVE OFFICERS


ARTICLE I - PURPOSE OF THE PLAN


The purpose of this Supplemental Early Retirement Plan for Executive Officers (the "Plan") is to facilitate the orderly succession of Executive Officers with continuity of management by providing additional Early Retirement Benefits for the Executive Officers.


ARTICLE II -- DEFINITIONS


2.1 "BOARD." The term Board shall mean the Board of Managers of Boise Cascade Holdings, L.L.C.


2.2 "CHANGE IN CONTROL." A Change in Control shall be deemed to have occurred if:


(a) Any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 25% or more of either the then-outstanding shares of common stock of the Company or the combined voting power of the Company's then-outstanding securities; provided, however, if such Person acquires securities directly from the Company, such securities shall not be included unless such Person acquires additional securities which, when added to the securities acquired directly from the Company, exceed 25% of the Company's then-outstanding shares of common stock or the combined voting power of the Company's then-outstanding securities; and provided further that any acquisition of securities by any Person in connection with a transaction described in Section 2.2(c)(i) shall not be deemed to be a Change in Control of the Company; or


(b) The following individuals cease for any reason to constitute at least a majority of the number of managers(i.e., director equivalents for limited liabilities companies) then serving: individuals who, on the date hereof, constitute the Board and any new manager (other than a manager whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of managers of the Board) whose appointment or election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the managers then still in office who either were managers on the date hereof or whose appointment, election, or nomination for election was previously so approved (the "Continuing Managers"); or


(c) The consummation of a merger or consolidation of the Company (or any direct or indirect subsidiary of the Company) with any other corporation other than (i) a merger or consolidation which would result in both (a) Continuing Managers continuing to constitute at least a majority of the number of


directors (or director-equivalents) of the combined entity immediately following consummation of such merger or consolidation, and (b) the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 25% or more of either the then-outstanding shares of common stock of the Company or the combined voting power of the Company's then-outstanding securities; provided that securities acquired directly from the Company shall not be included unless the Person acquires additional securities which, when added to the securities acquired directly from the Company, exceed 25% of the Company's then-outstanding shares of common stock or the combined voting power of the Company's then-outstanding securities; and provided further that any acquisition of securities by any Person in connection with a transaction described in Section 2.2(c)(i) shall not be deemed to be a Change in Control of the Company; or


(d) The stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or the consummation of an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, more than 50% of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership of the Company immediately prior to such sale.


A transaction described in Section 2.2(c) which is not a Change in Control of the Company solely due to the operation of Subsection 2.2(c)(i)(a) will nevertheless constitute a Change in Control of the Company if the Board determines, prior to the consummation of the transaction, that there is not a reasonable assurance that, for at least two years following the consummation of the transaction, at least a majority of the members of the board of directors (or director equivalent) of the surviving entity or any parent will continue to consist of Continuing Managers and individuals whose election or nomination for election by the shareholders of the surviving entity or any parent would be approved by a vote of at least two-thirds of the Continuing Managers and individuals whose election or nomination for election has previously been so approved.


For purposes of this section, "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").


For purposes of this section, "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d)


-2-


and 14(d) thereof, except that "Person" shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, or (v) an individual, entity or group that is permitted to and does report its beneficial ownership of securities of the Company on Schedule 13G under the Exchange Act (or any successor schedule), provided that if the individual, entity or group later becomes required to or does report its ownership of Company securities on Schedule 13D under the Exchange Act (or any successor schedule), then the individual, person or group shall be deemed to be a Person as of the first date on which the individual, person or group becomes required to or does report its ownership on Schedule 13D.


2.3 "CLOSING DATE." October 29, 2004.


2.4 "COMMITTEE." The Compensation Committee of the Board of Managers of Boise Cascade Holdings, L.L.C. or, in the absence of such a committee, the Retirement Committee appointed by such board, which, in addition to its other duties and responsibilities, shall have the duties and responsibilities set out in Article V of this Plan.


2.5 "COMPANY." Boise Cascade, L.L.C., a limited liability company organized and existing under the laws of the state of Delaware, or its successor or successors.


2.6 "COMPETITOR." Any business, foreign or domestic, which is engaged, at any time relevant to the provisions of this Plan, in the manufacture, sale, or distribution of products, or in the providing of services, in competition with products manufactured, sold, or distributed, or services provided, by the Company or any subsidiary, partnership, or joint venture of the Company. The determination of whether a business is a Competitor shall be made by the Company's General Counsel, in his or her sole discretion.


2.7 CONSTRUCTION. Except to the extent preempted by federal law, this Plan shall be construed according to the laws of the state of Idaho. The words "hereof," "herein," "hereunder" and other similar compounds of the word "here" ...