OfficeMax 2013 Annual Report Download - page 332

Your right to terminate your employment pursuant to this Section 3.C shall not be affected by your incapacity due to physical or mental illness or
injury. Your continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason.
D. Notice of Termination. Any purported termination by the Company or by you shall be communicated by written Notice of Termination to the
other party according to Section 11. A “Notice of Termination” must indicate the specific termination provision in this Agreement relied upon and set forth in
reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the indicated provision.
E. Date of Termination. “Date of Termination” means:
(1) if your employment is terminated for Disability, 30 days after the Notice of Termination is given (provided that you have not returned
to the performance of your duties on a full-time basis during that 30-day period);
(2) if your employment is terminated for Cause, for Good Reason, or for any other reason other than Disability or a Qualifying Early
Termination, the date specified in the Notice of Termination (which, in the case of a termination for Cause shall not be less than 30 days from the date the
Notice of Termination is given, and in the case of a termination for Good Reason shall not be less than 10 days or more than 60 days from the date the Notice
of Termination is given);
(3) if your termination is a Qualifying Early Termination, the later of the date determined according to subsection (1) or (2) above, or the
date upon which the actual change in control of the Company occurs; or
(4) if a dispute exists regarding the termination, the date on which the dispute is finally determined, either by mutual written agreement of
the parties or by a final judgment, order or decree of a court of competent jurisdiction (the time for appeal having expired and no appeal having been perfected),
or, if earlier, the last day of the term of this Agreement. This subsection (4) shall apply only if (i) the party receiving the Notice of Termination notifies the
other party within 30 days that a dispute exists, (ii) the notice of dispute is made in good faith, and (iii) the party giving the notice of dispute pursues
resolution of the dispute with reasonable diligence. While any dispute is pending under this subsection (4), the Company will continue to pay you your full
compensation in effect when the Notice of Termination giving rise to the dispute was given (including, but not limited to, base salary) and continue you as a
participant in all compensation, benefit and insurance plans and programs in which you were participating when the Notice of Termination giving rise to the
dispute was given, until the dispute is finally resolved, or if earlier, the last day of the term of this Agreement. Amounts paid under this subsection (4) are in
addition to all other amounts due under this Agreement and shall not be offset against or reduce any other amounts due under this Agreement.
-7-