0001193125-10-101236 Sample Contracts

FORM OF OFFICEMAX INCORPORATED
Incentive Award Agreement • April 30th, 2010 • Officemax Inc • Wholesale-paper & paper products

This potential Annual Incentive Award (the “Award”) is granted on February 11, 2010 (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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OfficeMax Incorporated Vice Presidents and Above (U.S.)
Restricted Stock Unit Award Agreement • April 30th, 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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