OfficeMax 2013 Annual Report Download - page 331

(2) A material reduction by the Company in your annual base salary as in effect on the date of this Agreement (as the same may be
increased from time to time), except for across-the-board salary reductions similarly affecting all executives of the Company and all executives of any Person in
control of the Company;
(3) A material reduction by the Company in your target annual cash incentive as in effect immediately prior to the change in control of the
Company;
(4) The Company’s requiring you to be based anywhere located more than 50 miles from the primary office location at which you were
based immediately prior to the change in control of the Company, except for required travel on the Company’s business to an extent substantially consistent
with your business travel obligations as existed immediately prior to the change in control;
(5) Following the change in control of the Company, a material reduction by the Company in aggregate benefits and compensation
available to you, including paid time off, welfare benefits, short-term incentives, pension, life insurance, healthcare, and disability plans, as compared to
such benefits and compensation available to you immediately prior to the change in control of the Company;
(6) Following the change in control of the Company, a material reduction by the Company in long-term equity incentives available to you
as compared to such incentives available to you immediately prior to the change in control of the Company, except for across-the-board long-term equity
incentive reductions similarly affecting all executives of the Company and all executives of any Person in control of the Company; or
(7) The failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as
contemplated in Section 10.
Notwithstanding the foregoing, the events described in clauses (1) through (7) above shall not constitute Good Reason unless (A) you have
delivered a Notice of Termination to the Company according to Sections 3.D. and 11 within 90 days of the occurrence of the event, which notice sets forth in
reasonable detail the basis for your claim that Good Reason exists and (B) the Company fails to cure such event or circumstance within the 30 day period
following receipt of such Notice of Termination.
For purposes of determining whether a Qualifying Early Termination has occurred, references to a change in control of the Company in this
Section 3.C shall be deemed to refer to any potential change in control of the Company pending at the time of the event or circumstance alleged to be Good
Reason.
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