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 19, 2014 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, or ii. you are involuntarily terminated in a situation qualifying you for severance payments under an OfficeMax plan, then your RSU Award shall vest 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 one-third of your RSU Award that would have otherwise vested on February 19, 2014 based on the number of whole months that you were employed with OfficeMax since the Award Date divided by 12 months, plus • A pro rata portion of the unvested Restricted Stock Units relating to the one-third of your RSU Award that would have otherwise vested on February 19, 2015 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 one-third of your RSU Award that would have otherwise vested on February 19, 2016 based on the number of whole months that you were employed with OfficeMax since the Award Date divided by 36 months.

Termination Prior to First Vesting Date. If your termination of employment occurs before February 19August 13, 2014 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, or ii. you are involuntarily terminated in a situation qualifying you for severance payments under an OfficeMax plan, then your RSU Award shall vest 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 one-third of your RSU Award that would have otherwise vested on February 19August 13, 2014 2011 based on the number of whole months that you were employed with OfficeMax since the Award Date divided by 12 months, plus • A pro rata portion of the unvested Restricted Stock Units relating to the one-third of your RSU Award that would have otherwise vested on February 19August 13, 2015 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 one-third of your RSU Award that would have otherwise vested on February 19August 13, 2016 2013 based on the number of whole months that you were employed with OfficeMax since the Award Date divided by 36 months.

Termination Prior to First Vesting Date. If your termination of employment occurs before February 19May 2, 2014 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, or ii. you are involuntarily terminated in a situation qualifying you for severance payments under an OfficeMax plan, then your RSU Award shall vest 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 one-third of your RSU Award that would have otherwise vested on February 19May 2, 2014 2012 based on the number of whole months that you were employed with OfficeMax since the Award Date divided by 12 months, plus • A pro rata portion of the unvested Restricted Stock Units relating to the one-third of your RSU Award that would have otherwise vested on February 19May 2, 2015 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 one-third of your RSU Award that would have otherwise vested on February 19May 2, 2016 2014 based on the number of whole months that you were employed with OfficeMax since the Award Date divided by 36 months.