OfficeMax 2013 Annual Report Download - page 330

A. Disability. If, as a result of your incapacity due to physical or mental illness or injury, you are absent from your duties with the Company on
a full-time basis for 6 consecutive months, and within 30 days after written notice of termination is given you have not returned to the full-time performance of
your duties, the Company may terminate your employment for “Disability.”
B. Cause. Termination by the Company of your employment for “Cause” means termination upon (1) your willful and continued failure to
substantially perform your duties with the Company (other than failure resulting from your incapacity due to physical or mental illness or injury, or actual or
anticipated failure resulting from your termination for Good Reason), after a demand for substantial performance is delivered to you by the Board which
specifically identifies the manner in which the Board believes that you have not substantially performed your duties, or (2) your willful engagement in conduct
which is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this Section 3.B, no act or failure to act on your
part shall be considered “willful” unless done or omitted to be done by you not in good faith and without reasonable belief that your act or omission was in the
best interest of the Company. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until:
• a resolution is duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the
Board called and held for the purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard
before the Board), finding that in the good faith opinion of the Board you were guilty of conduct set forth above in clauses (1) or (2) of
this Section 3.B and specifying the particulars of your conduct in detail, and
• a copy of this resolution is delivered to you.
All decisions by the Company regarding termination for Cause must be supported by clear and convincing evidence.
C. Good Reason. “Good Reason” means any of the following, if occurring without your express written consent after a change in control of the
Company:
(1) The assignment to you of any duties materially inconsistent with your responsibilities as an Executive Officer of the Company or a
significant adverse alteration in your responsibilities from those in effect immediately prior to the change in control of the Company;
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