0001104659-10-007403 Sample Contracts

OfficeMax Incorporated 2010 Restricted Stock Unit Award Agreement — Performance Based Vice Presidents and Above (U.S.)
Restricted Stock Unit Award Agreement • February 16th, 2010 • Officemax Inc • Wholesale-paper & paper products

This Restricted Stock Unit Award (the “Award”) is granted on February 11, 2010 (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
Nonqualified Stock Option Award Agreement • February 16th, 2010 • Officemax Inc • Wholesale-paper & paper products

This Nonqualified Stock Option Award (the “Award”) is granted on February 11, 2010 (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”):

FORM OF OFFICEMAX INCORPORATED 2010 Annual Incentive Award Agreement
Incentive Award Agreement • February 16th, 2010 • Officemax Inc • Wholesale-paper & paper products

This potential Annual Incentive Award (the “Award”) is granted on February , 2010 (the “Award Date”), by OfficeMax Incorporated (the “Company”) to Sam Duncan (“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”):

TRANSITION AND RETIREMENT AGREEMENT
Transition and Retirement Agreement • February 16th, 2010 • Officemax Inc • Wholesale-paper & paper products • Delaware

TRANSITION AND RETIREMENT AGREEMENT (this “Agreement”) made and entered into by and between OfficeMax Incorporated (the “Company”) and Sam Duncan (the “Executive”), dated as of February 11, 2010.

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