0001193125-11-036812 Sample Contracts

Form of OfficeMax Incorporated Vice Presidents and Above (U.S.)
Restricted Stock Unit Award Agreement • February 15th, 2011 • Officemax Inc • Wholesale-paper & paper products

This Restricted Stock Unit Award (the “Award”) is granted on February 9, 2011 (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 Vice Presidents and Above (U.S.)
Nonqualified Stock Option Award Agreement • February 15th, 2011 • Officemax Inc • Wholesale-paper & paper products

This Nonqualified Stock Option Award (the “Award”) is granted on February 9, 2011 (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”):

FORM OF OFFICEMAX INCORPORATED
Annual Incentive Award Agreement • February 15th, 2011 • Officemax Inc • Wholesale-paper & paper products

This potential Annual Incentive Award (the “Award”) is granted on February 9, 2011 (the “Award Date”), by OfficeMax Incorporated (the “Company”) to 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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