CONFIDENTIAL May 2, 2011 Mr. Michael Lewis Suite 301 Chicago, IL 60610 Dear Michael:Officemax Inc • June 3rd, 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 2011 Restricted Stock Unit Award Agreement – Performance Based Vice Presidents and Above (U.S.)Restricted Stock Unit Award Agreement • June 3rd, 2011 • Officemax Inc • Wholesale-paper & paper products
The second half of your Potential RSU Award shall be adjusted based on 2012 EBIT in accordance with the following chart and shall vest on February 9, 2014 if you are actively employed by OfficeMax on that date, and be payable as soon as practical thereafter, but not later than March 15, 2014:
OfficeMax Incorporated Vice Presidents and Above (U.S.)Nonqualified Stock Option Award Agreement • June 3rd, 2011 • Officemax Inc • Wholesale-paper & paper products
This Nonqualified Stock Option Award (the “Award”) is granted on May 2, 2011 (the “Award Date”), by OfficeMax Incorporated (“OfficeMax”) to Michael Lewis (“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”):
OFFICEMAX INCORPORATED NONDISCLOSURE AND FAIR COMPETITION AGREEMENTOfficemax Incorporated • June 3rd, 2011 • Officemax Inc • Wholesale-paper & paper products • Delaware
THIS AGREEMENT is made as of this 2nd day of May, 2011, by and between OfficeMax Incorporated, a Delaware corporation (“OfficeMax”), which term includes any affiliates and subsidiaries), and Michael Lewis (the “Executive”).
OFFICEMAX INCORPORATEDOfficemax Incorporated • June 3rd, 2011 • Officemax Inc • Wholesale-paper & paper products
This Restricted Stock Unit Award (the “Award”) is granted on May 2, 2011 (the “Award Date”) by OfficeMax Incorporated (“OfficeMax”) to Michael Lewis (“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”):
