Exhibit 10.3
BOISE INC.
Restricted Stock Unit Award
Agreement
Directors
This Restricted Stock Unit 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
restricted stock units (RSUs), at no cost to you, subject to the
restrictions set forth in the Plan and this Agreement. These
RSUs are the “Award.”
3.
Restriction Period
. The Award shall vest and
become payable on February 28, 2009. Any units not
vested on or before February 28, 2009, shall be
forfeited.
4.
Termination as
Director . If you
separate from service as a director before February 28, 2009,
your Award will be treated as follows.
4.1
If your separation from service is
due to your death, disability (as defined pursuant to
Section 409A of the Internal Revenue Code and the regulations
thereunder), failure to be re-elected by shareholders as a
director, or resignation following 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), all RSUs
not vested at the time of your Termination of Employment will vest
and become payable on the date of your death, disability, or other
separation from service.
4.2
If your separation from service is
due to any reason other than those enumerated in Section 4.1,
a pro rata portion of the Award will vest and become payable on the
date of your separation from service. The pro rata
portion
