Summary of BOISE INC. - Yahoo! Finance

Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Transition of Robert A. Warren to Non-Officer Role On December 4, 2012, we issued a news release announcing that Robert A. Warren will transition at his request from his current position as executive vice president and chief operating officer to a non-officer role within the company, effective January 1, 2013.
Election of Judith M. Lassa as Executive Vice President and Chief Operating Officer
Our December 4, 2012, news release also announced that Judith M. Lassa, 53, will become our executive vice president and chief operating officer, effective January 1, 2013. Prior to Ms. Lassa's election as our executive vice president and chief operating officer, she had served as senior vice president of our paper business since 2010. From 2000 to 2010, Ms. Lassa served as an officer of our packaging business. From 1997 to 2000, Ms. Lassa served as general manager of our packaging business. From 1986 to 1997, Ms. Lassa served in a variety of operating, production, superintendent, and marketing roles at a number of our locations. Ms. Lassa received a B.S. in paper science and engineering from the University of Wisconsin-Stevens Point.
Compensation Arrangements With Ms. Lassa Upon Her Election as Executive Vice President and Chief Operating Officer

The compensation committee of our board of directors approved the following compensation arrangements in recognition of Ms. Lassa's election as executive vice president and chief operating officer. These arrangements are effective January 1, 2013, unless specified otherwise:
Х On December 17 2012, Ms. Lassa will be awarded a special long-term equity award of $200,000 worth of restricted stock units, which will vest on March 16, 2015, subject to the terms of her Restricted Stock Unit Award Agreement. Ms. Lassa's Restricted Stock Unit Award Agreement will be filed with our 2012 annual report on Form 10-K.

Х Ms. Lassa's annual base salary will be $412,000.

Х Ms. Lassa's short-term incentive award target payout under the Boise Inc. Incentive and Performance Plan will be 75%.

Х Ms. Lassa's new severance agreement will begin on January 1, 2013, end on February 18, 2015, and provide a payout of 3.5 times her annual base salary at the rate in effect at the time she receives a notice of termination. Except for the payout amount and the term of the agreement, the remaining terms of Ms. Lassa's severance agreement will be identical to those terms reflected in the form of 2010 Officer Severance Agreement filed with the SEC on March 2, 2011, as Exhibit 10.24 to our 2010 annual report on Form 10-K.

The above summaries do not purport to be complete and are subject to and qualified in their entirety by reference to the text of the news release filed as Exhibit 99.1 to this current report on Form 8-K and the agreements referenced in this Item 5.02. Exhibit 99.1 and the agreements referenced in this Item 5.02 are hereby incorporated by reference.