0001193125-11-068735 Sample Contracts

OfficeMax Incorporated Chief Executive Officer
Stock Option Award Agreement • March 16th, 2011 • Officemax Inc • Wholesale-paper & paper products

This Nonqualified Stock Option Award (the “Award”) is granted on November 8, 2010 (the “Award Date”), by OfficeMax Incorporated (“OfficeMax”) to Ravichandra Saligram (“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 NONDISCLOSURE AND FAIR COMPETITION AGREEMENT
Nondisclosure and Fair Competition Agreement • March 16th, 2011 • Officemax Inc • Wholesale-paper & paper products • Delaware

THIS AGREEMENT is made as of this 8th day of November, 2010, by and between OfficeMax Incorporated, a Delaware corporation (“OfficeMax”), which term includes any affiliates and subsidiaries, and Ravichandra K. Saligram (the “Executive”).

OFFICEMAX INCORPORATED Chief Executive Officer
Restricted Stock Unit Award Agreement • March 16th, 2011 • Officemax Inc • Wholesale-paper & paper products

This Restricted Stock Unit Award (the “Award”) is granted on November 8, 2010 (the “Award Date”) by OfficeMax Incorporated (“OfficeMax”) to Ravichandra Saligram (“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”):

CONFIDENTIAL – HAND DELIVERED
Officemax Inc • March 16th, 2011 • Wholesale-paper & paper products • Delaware

OfficeMax Incorporated (the “Company”) provides you with the severance benefits described in this letter agreement (the “Agreement”) if your employment with the Company is terminated before or after a “potential change in control of the Company” or a “change in control of the Company” (each as defined in Section 2 of the Agreement). The Agreement terms are as follows:

OFFICEMAX INCORPORATED
Officemax Incorporated • March 16th, 2011 • Officemax Inc • Wholesale-paper & paper products

This potential Annual Incentive Award (the “Award”) is granted on November 8, 2010 (the “Award Date”), by OfficeMax Incorporated (the “Company”) to Ravichandra Saligram (“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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