Exhibit 10.2
BOISE INC.
Restricted Stock Award
Agreement
Director
This Restricted Stock Award
Agreement (the “Agreement”), is made as of
May , 2008 (the “Award
Date”), by and between Boise Inc. (“Boise”) and
(“Director” or “you”) pursuant to the Boise
Inc. Incentive and Performance Plan (the “Plan”) and
pursuant to the following terms:
1.
Terms and Conditions;
Definitions . This
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.
Award . You are awarded
shares of Boise’s common stock at no cost to you, subject to
the restrictions set forth in the Plan and this Agreement.
These restricted shares are the “Award.”
3.
Restriction Period
. The Award shall vest on
February 28, 2009. Any shares not vested on or before
February 28, 2009, shall be forfeited.
4.
Termination of
Employment . If you
terminate service as a director before February 28, 2009, your
Award will be treated as follows.
4.1
If your termination of service is
due to your death, disability, failure to be re-elected by
shareholders as a director, or resignation upon a Change in Control
event or other restructuring of Boise (as determined in the sole
discretion of Boise’s board of directors as constituted
immediately prior to the Change in Control or restructuring event),
the restrictions
