CONFIDENTIAL (Date) Dear [ ]:Severance Agreement • November 6th, 2008 • Officemax Inc • Wholesale-paper & paper products • Delaware
OfficeMax Incorporated (the “Company”) is amending and restating the terms of your letter agreement dated (the “Agreement”) which provides you with severance benefits if your employment with the Company is terminated before or after a “change in control of the Company” (as defined in Section 2 of the Agreement). Agreement terms are being amended solely to comply with Section 409A of the Internal Revenue Code of 1986, as amended, with such changes effective January 1, 2009. As you may know, Section 409A subjects non-qualified deferred compensation, including certain severance benefits, to various rules and restrictions. On and after the execution of the amended and restated Agreement, it shall be known as the Agreement. The Agreement terms are as follows:
AMENDMENT TO OFFICEMAX INCORPORATED 2005 Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • November 6th, 2008 • Officemax Inc • Wholesale-paper & paper products
WHEREAS, OfficeMax Incorporated (the “Company”) granted Sam Duncan (“Awardee”) a Restricted Stock Unit Award (the “Award”) on April 18, 2005, pursuant to the 2003 OfficeMax Incentive and Performance Plan; and
FORM OF AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2008 • Officemax Inc • Wholesale-paper & paper products
THIS AMENDMENT to the Employment Agreement by and between OfficeMax Incorporated, a Delaware corporation (the “Company”), and Sam Duncan (the “Executive”), dated April 18, 2005 (the “Agreement”) is made as of , 2008.
