Restricted Stock Award Agreement
This Restricted Stock Award Agreement (the “Agreement”), is made as of March 16, 2009 (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.” This
Award is contingent upon approval of an increase in the number of shares available under the Plan by
Boise’s shareholders. If the increase is not approved, the Award will be reduced pro rata based on the
shares available under the Plan and you will be notified of the reduced amount of the Award.
3. Restriction Period . The Award shall vest on March 15, 2010. Any shares not vested on or before
March 15, 2010, shall be forfeited.
4. Termination of Employment . If you terminate service as a director before March 15, 2010, 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 on all shares
will lapse and the Award will vest in full as of the d