Common use of Termination Prior to First Vesting Date Clause in Contracts

Termination Prior to First Vesting Date. If your termination of employment occurs before February 9, 2013 and: i. you terminate employment as a result of your death or total and permanent disability, as determined by OfficeMax in its sole and complete discretion, ii. you are involuntarily terminated in a situation qualifying you for severance payments under an OfficeMax plan, or iii. you voluntarily terminate employment and at the time of your termination you are at least age 55 and have completed at least 10 years of employment with OfficeMax, then your Potential RSU Award shall vest (subject to paragraphs 3 and 4) on your employment termination date in a pro rata manner as follows: • A pro rata portion of the unvested Restricted Stock Units relating to the first half of your Potential RSU Award that would have otherwise vested, as determined under paragraph 4, on February 9, 2013 based on the number of whole months that you were employed with OfficeMax since the Award Date divided by 24 months, plus • A pro rata portion of the unvested Restricted Stock Units relating to the second half of your Potential RSU Award that would have otherwise vested, as determined under paragraph 4, on February 9, 2014 based on the number of whole months that you were employed with OfficeMax since the Award Date divided by 36 months. The vested portion of your Potential RSU Award, as determined above, shall be payable in accordance with the general payment timing provisions of paragraph 4, as applicable. Any unvested Restricted Stock Units remaining after payout will be forfeited and canceled.

Termination Prior to First Vesting Date. If your termination of employment occurs before February 9, 2013 and: i. you terminate employment as a result of your death or total and permanent disability, as determined by OfficeMax in its sole and complete discretion, ii. you are involuntarily terminated in a situation qualifying you for severance payments under an OfficeMax plan, or iii. you voluntarily terminate employment and at the time of your termination you are at least age 55 and have completed at least 10 years of employment with OfficeMax, then your Potential RSU Award shall vest (subject to paragraphs 3 and 4) on your employment termination date in a pro rata manner as follows: • ¡ A pro rata portion of the unvested Restricted Stock Units relating to the first half of your Potential RSU Award that would have otherwise vested, as determined under paragraph 4, on February 9, 2013 based on the number of whole months that you were employed with OfficeMax since the Award Date divided by 24 months, plus • ¡ A pro rata portion of the unvested Restricted Stock Units relating to the second half of your Potential RSU Award that would have otherwise vested, as determined under paragraph 4, on February 9, 2014 based on the number of whole months that you were employed with OfficeMax since the Award Date divided by 36 months. The vested portion of your Potential RSU Award, as determined above, shall be payable in accordance with the general payment timing provisions of paragraph 4, as applicable. Any unvested Restricted Stock Units remaining after payout will be forfeited and canceled.

Termination Prior to First Vesting Date. If your termination of employment occurs before February 911, 2013 2012 and: i. you terminate employment as a result of your death or total and permanent disability, as determined by OfficeMax in its sole and complete discretion, ii. you are involuntarily terminated in a situation qualifying you for severance payments under an OfficeMax plan, or iii. you voluntarily terminate employment and at the time of your termination you are at least age 55 and have completed at least 10 years of employment with OfficeMax, then your Potential RSU Award shall vest (subject to paragraphs 3 and 4) on your employment termination date in a pro rata manner as follows: • · A pro rata portion of the unvested Restricted Stock Units relating to the first half of your Potential RSU Award that would have otherwise vested, as determined under paragraph 4, on February 911, 2013 2012 based on the number of whole months that you were employed with OfficeMax since the Award Date divided by 24 months, plus • · A pro rata portion of the unvested Restricted Stock Units relating to the second half of your Potential RSU Award that would have otherwise vested, as determined under paragraph 4, on February 911, 2014 2013 based on the number of whole months that you were employed with OfficeMax since the Award Date divided by 36 months. The vested portion of your Potential RSU Award, as determined above, shall be payable in accordance with the general payment timing provisions of paragraph 4, as applicable. Any unvested Restricted Stock Units remaining after payout will be forfeited and canceled.

Termination Prior to First Vesting Date. If your termination of employment occurs before February 9[ ], 2013 2011 and: i. you terminate employment as a result of your death or total and permanent disability, as determined by OfficeMax in its sole and complete discretion, ii. you are involuntarily terminated in a situation qualifying you for severance payments under an OfficeMax plan, or iii. you voluntarily terminate employment and at the time of your termination you are at least age 55 and have completed at least 10 years of employment with OfficeMax, then your Potential RSU Award shall vest (subject to paragraphs 3 and 4) on your employment termination date in a pro rata manner as follows: • · A pro rata portion of the unvested Restricted Stock Units relating to the first half of your Potential RSU Award that would have otherwise vested, as determined under paragraph 4, on February 9[ ], 2013 2011 based on the number of whole months that you were employed with OfficeMax since the Award Date divided by 24 months, plus • · A pro rata portion of the unvested Restricted Stock Units relating to the second half of your Potential RSU Award that would have otherwise vested, as determined under paragraph 4, on February 9[ ], 2014 2012 based on the number of whole months that you were employed with OfficeMax since the Award Date divided by 36 months. The vested portion of your Potential RSU Award, as determined above, shall be payable in accordance with the general payment timing provisions of paragraph 4, as applicable. Any unvested Restricted Stock Units remaining after payout will be forfeited and canceledcancelled.

Termination Prior to First Vesting Date. If your termination of employment occurs before February 911, 2013 2012 and: i. you terminate employment as a result of your death or total and permanent disability, as determined by OfficeMax in its sole and complete discretion, ii. you are involuntarily terminated in a situation qualifying you for severance payments under an OfficeMax plan, or iii. you voluntarily terminate employment and at the time of your termination you are at least age 55 and have completed at least 10 years of employment with OfficeMax, then your Potential RSU Award shall vest (subject to paragraphs 3 and 4) on your employment termination date in a pro rata manner as follows: • A pro rata portion of the unvested Restricted Stock Units relating to the first half of your Potential RSU Award that would have otherwise vested, as determined under paragraph 4, on February 911, 2013 2012 based on the number of whole months that you were employed with OfficeMax since the Award Date divided by 24 months, plus • A pro rata portion of the unvested Restricted Stock Units relating to the second half of your Potential RSU Award that would have otherwise vested, as determined under paragraph 4, on February 911, 2014 2013 based on the number of whole months that you were employed with OfficeMax since the Award Date divided by 36 months. The vested portion of your Potential RSU Award, as determined above, shall be payable in accordance with the general payment timing provisions of paragraph 4, as applicable. Any unvested Restricted Stock Units remaining after payout will be forfeited and canceled.