OfficeMax 2013 Annual Report Download - page 326

Exhibit 10.96
CONFIDENTIAL
December 11, 2008
Ms. Deborah A. O’Connor
24W485 Eugenia Drive
Naperville, IL 60540
Dear Deb:
OfficeMax Incorporated (the “Company”) is amending and restating the terms of your letter agreement dated July 9, 2008 (the “Agreement”) which
provides you with severance benefits if your employment with the Company is terminated before or after a “change in control of the Company” (as defined in
Section 2 of the Agreement). Agreement terms are being amended solely to comply with Section 409A of the Internal Revenue Code of 1986, as amended, with
such changes effective January 1, 2009. As you may know, Section 409A subjects non-qualified deferred compensation, including certain severance benefits,
to various rules and restrictions. On and after the execution of the amended and restated Agreement, it shall be known as the Agreement. The Agreement terms
are as follows:
1. Term of Agreement. This Agreement is effective as of January 1, 2009 and shall continue in effect through January 1, 2010 provided that, on each
January 1, the term of this Agreement shall automatically be extended so as to terminate on the 2nd anniversary of such date, unless, not later than
September 30 of the preceding year, the Company shall have given notice not to extend this Agreement. However, if a change in control of the Company occurs
during the term of this Agreement, this Agreement shall continue in effect for a period of 24 months after the month in which the change in control of the
Company occurred.
2. Change in Control.
A. A “change in control of the Company” shall be deemed to have occurred if an event set forth in any one of the following paragraphs occurs:
(1) Any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 25% or more of either
the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding securities; provided,
however, if such Person acquires securities directly from the Company, such securities shall not be included unless such Person acquires additional securities
which, when added to the securities acquired directly from the Company, exceed 25% of the Company’s then
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