0001104659-08-072987 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • November 25th, 2008 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials • Idaho

THIS AGREEMENT is made as of the 20th day of November, 2008, between Boise Cascade, L.L.C., a Delaware limited liability company (the “Company”), and Duane C. McDougall (“Executive”).

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RETIREMENT AGREEMENT
Retirement Agreement • November 25th, 2008 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials • Idaho

THIS RETIREMENT AGREEMENT is made as of November 20, 2008 (the “Signing Date”), by and among Boise Cascade, L.L.C., a Delaware limited liability company (the “Company”), Boise Cascade Holdings, L.L.C., a Delaware limited liability company (“BCH”), Forest Products Holdings, L.L.C., a Delaware limited liability company (“Holdings”), W. Thomas Stephens (“Executive”), Stephens Family Limited Partnership (“Executive FPV 1”), Vera Ellen Stephens Millard Descendants Trust (“Executive FPV 2”), Alice Anne Stephens Descendants Trust (“Executive FPV 3”), and Elizabeth Lee Stephens Mullett Descendants Trust (“Executive FPV 4” and, together with each of Executive FPV 1, Executive FPV 2 and Executive FPV 3, each an “Executive FPV” and collectively, the “Executive FPVs”). The Company, BCH, Holdings and each former and current subsidiary of Holdings are collectively referred to herein as the “Boise Entities” and Executive and Executive FPVs are collectively referred to herein as the “Executive Parties

MANAGEMENT EQUITY AGREEMENT BETWEEN FOREST PRODUCTS HOLDINGS, L.L.C. AND DUANE MCDOUGALL Dated as of November 20, 2008
Management Equity Agreement • November 25th, 2008 • Boise Cascade Holdings, L.L.C. • Wholesale-lumber & other construction materials • Delaware

THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER STATE SECURITIES LAWS. THE SECURITIES ARE BEING SOLD IN RELIANCE UPON EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS. THE SECURITIES CANNOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFERABILITY SET FORTH IN THIS AGREEMENT AND APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

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