0001104659-09-010313 Sample Contracts

Form of OFFICEMAX INCORPORATED 2009 Restricted Stock Unit Award Agreement — Performance Based
Restricted Stock Unit Award Agreement • February 18th, 2009 • Officemax Inc • Wholesale-paper & paper products

This Restricted Stock Unit Award (the “Award”) is granted on <<insert award date>> (the “Award Date”), by OfficeMax Incorporated (“OfficeMax”) to <<insert name>> (“Awardee” or “you”) pursuant to the 2003 OfficeMax Incentive and Performance Plan, as may be amended from time to time (the “Plan”), and the following terms and conditions of this agreement (the “Agreement”):

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Form of OFFICEMAX INCORPORATED 2009 Nonqualified Stock Option Award Agreement
Nonqualified Stock Option Award Agreement • February 18th, 2009 • Officemax Inc • Wholesale-paper & paper products

This Nonqualified Stock Option Award (the “Award”) is granted on February , 2009 (the “Award Date”), by OfficeMax Incorporated (“OfficeMax”) to FIRST LAST (“Awardee” or “you”) pursuant to the 2003 OfficeMax Incentive and Performance Plan, as may be amended from time to time (the “Plan”), and the following terms and conditions of this agreement (the “Agreement”):

WAIVER AND RATIFICATION
Employment Agreement • February 18th, 2009 • Officemax Inc • Wholesale-paper & paper products

THIS WAIVER AND RATIFICATION is entered into as of this 12th day of February, 2009, by and between OfficeMax Incorporated, a Delaware corporation (the “Company”), and Sam Duncan (“Duncan”).

Form of OFFICEMAX INCORPORATED 2009 Annual Incentive Award Agreement
Annual Incentive Award Agreement • February 18th, 2009 • Officemax Inc • Wholesale-paper & paper products

This potential Annual Incentive Award (the “Award”) is granted on February , 2009 (the “Award Date”), by OfficeMax Incorporated (the “Company”) to FIRST LAST (“Awardee” or “you”) pursuant to the 2003 OfficeMax Incentive and Performance Plan, as may be amended from time to time (the “Plan”), and the following terms and conditions of this agreement (the “Agreement”):

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