Annual Incentive Award Notification
President and Chief Executive Officer
This Annual Incentive Award (“Award”) is granted on April 3, 2008, by Boise Inc. (“Boise”) to
Alexander Toeldte (“Awardee” or “you”) pursuant to the Boise Inc. Incentive and Performance Plan (the “Plan”)
and pursuant to the following terms:
1. This Award is subject to all the terms and conditions of the Plan. An Award is not earned until paid.
2. For purposes of this Award, the following terms shall have the meanings stated below. All capitalized
terms not defined in this Award Notification shall have the meaning stated in the Plan.
2.1. “Award Period” means April 1, 2008, through December 31, 2008.
2.2. “Compensation” means your base salary, holiday pay, and any YTO actually paid during the
2008 calendar year for services rendered to Boise, a Boise subsidiary, or a predecessor
company, plus any amounts deferred by you during the 2008 calendar year pursuant to an
election under any savings/401(k) plan, deferred compensation plan, pretax premium medical
plan, or flexible spending account plan sponsored by Boise, a Boise subsidiary, or a predecessor
company. Neither (i) payments made under salary continuation, Workers’ Compensation,
accident and sickness, or long-term disability nor (ii) any special payments (such as excellence
awards or retention bonuses) are considered Compensation. Compensation shall not include
amounts realized upon the exercise of stock options or other long-term incentive compensation,
reimbursement of moving expenses, any form of imputed income, or any tax gross-ups, without
regard to whether such amounts constitute taxable income to you. The determination of whether
specific amounts or payments are Compensation for purposes of this Plan is at Boise’s sole and
2.3. “Incentive Cash Flow” means EBITDA (earnings before interest, taxes, and non-ca