OfficeMax 2013 Annual Report Download - page 329

(or the combined voting power of the Company’s then outstanding securities); or (4) the Board adopts a resolution to the effect that a potential change in control
of the Company for purposes of this Agreement has occurred. You agree that, subject to the terms and conditions of this Agreement, in the event of a potential
change in control of the Company, you will at the option of the Company remain in the employ of the Company until the earlier of (a) the date which is 6
months from the occurrence of the first potential change in control of the Company, or (b) the date of a change in control of the Company.
C. For purposes of this Agreement, “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”).
D. For purposes of this Agreement, “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in
Sections 13(d) and 14(d) thereof, except that “Person” shall not include (1) the Company or any of its subsidiaries, (2) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any of its subsidiaries, (3) an underwriter temporarily holding securities pursuant to an offering
of such securities, (4) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company, or (5) an individual, entity or group that is permitted to and does report its beneficial ownership of securities of the
Company on Schedule 13G under the Exchange Act (or any successor schedule), provided that if the individual, entity or group later becomes required to or
does report its ownership of Company securities on Schedule 13D under the Exchange Act (or any successor schedule), then the individual, person or group
shall be deemed to be a Person for purposes of this Agreement as of the first date on which the individual, person or group becomes required to or does report
its ownership on Schedule 13D.
3. Termination and Change in Control. Except as set forth in Sections 6, 7, and 10.A, no benefits shall be payable under this Agreement unless there is
a change in control of the Company, your employment is terminated, and your termination is a Qualifying Termination or a Qualifying Early Termination.
Your termination is a Qualifying Termination if a change in control of the Company occurs and your employment subsequently terminates during the term of
this Agreement, unless your termination is because of your death, by the Company for Cause or Disability, or by you other than for Good Reason. Your
termination is a Qualifying Early Termination if a potential change in control of the Company occurs, your employment terminates during the pendency of the
potential change in control of the company and during the term of this Agreement, the termination is in contemplation of a change in control of the Company,
and an actual change in control of the Company occurs within one year following your termination, unless your termination is because of your death, by the
Company for Cause or Disability, or by you other than for Good Reason. A transfer of your employment from the Company to one of its subsidiaries, from a
subsidiary to the Company, or between subsidiaries is not a termination of employment for purposes of this Agreement.
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