OfficeMax 2013 Annual Report Download - page 333

4. Compensation upon Termination for Cause or Other than for Good Reason . If your employment is terminated for Cause or by you other than for Good
Reason, the Company shall pay you only your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given,
plus all other amounts to which you are entitled under any compensation plan of the Company at the time those payments are due, and the Company shall
have no further obligations to you under this Agreement.
5. Compensation upon a Qualifying Termination or Qualifying Early Termination. If your employment is terminated pursuant to a Qualifying
Termination or Qualifying Early Termination, then you shall be entitled to the benefits provided in this Section 5.
A. The Company will pay you the amounts specified below within fifteen (15) days after the execution of the release required pursuant to
Section 8.E and after the expiration of any revocation period provided for in the release has passed. Notwithstanding the foregoing, in no event shall payment
be made later than March 15 of the calendar year after the calendar year in which your Date of Termination occurs. If the applicable release revocation period
has not expired by March 10 of the calendar year following your Date of Termination, all severance to which you are entitled pursuant to Section 5.A(3) shall
be forfeit.
(1) Your full base salary through the Date of Termination (or, in the case of a Qualifying Early Termination, through your last day of
employment if such amount has not already been paid) at the rate in effect at the time Notice of Termination is given without regard to any reduction in base
salary that would constitute Good Reason (whether or not any reduction is asserted as Good Reason), plus all other amounts to which you are entitled under
any compensation plan of the Company at the time those payments are due (in each case, to the extent not already paid); and
(2) To the extent not already paid, a lump sum amount equal to the greater of the value of your unused and accrued time off, less any
advanced time off, in accordance with the Company’s Your Time Off Policy (or any successor policy) as in effect immediately prior to the change in control
of the Company or as in effect on the Date of Termination (or, in the case of a Qualifying Early Termination, as in effect on your last day of employment),
whichever is more favorable to you; and
(3) A lump sum severance payment equal to one times the sum of (a) your annual base salary at the rate in effect at the time Notice of
Termination is given without regard to any reduction in base salary that would
-8-