OfficeMax 2013 Annual Report Download - page 334

constitute Good Reason (whether or not any reduction is asserted as Good Reason) (“Base Salary”), plus (b) the Target Bonus. For purposes of this paragraph
(3), “Target Bonus” means an amount equal to the average annual incentive earned by you in the three completed years preceding the Date of Termination,
provided that in either case, if you have earned fewer than three annual bonuses prior to the Date of Termination, Target Bonus means your target annual
incentive for the year in which occurs the Date of Termination (or, in the case of a Qualifying Early Termination, your last day of employment) without regard
to any reduction in the target incentive that would constitute Good Reason (whether or not any reduction is asserted as Good Reason).
B. With respect to each benefit listed below, the Company shall, at its sole discretion, comply with either subsection (1) or (2) below:
(1) for a 12-month period following the Date of Termination, maintain, in full force and effect for your continued benefit at substantially
the same cost to you as determined immediately prior to your last day of employment, all life (other than the Company’s Executive Life Insurance Program, if
applicable), disability, accident and healthcare insurance plans, programs, or arrangements, and financial counseling services in which you were
participating immediately prior to the change in control of the Company (or in the case of a Qualifying Early Termination, immediately prior to your last day
of employment), or, if more favorable to you, the plans, programs, or arrangements in which you were participating immediately prior to the Date of
Termination; or
(2) at the time specified in Section 5.A, pay you a lump sum payment equal to 12 times 150% of the sum of (a) the monthly group
premium, less the amount of employee contributions, for the life (other than executive life, if applicable), disability, accident and healthcare insurance plans,
programs, or arrangements, and (b) the monthly allowance for financial counseling services, in each case in which you were participating immediately prior to
the change in control of the Company (or in the case of a Qualifying Early Termination, immediately prior to your last day of employment), or, if more
favorable to you, the plans, programs, or arrangements in which you were participating immediately prior to the Date of Termination.
The forfeiture provision specified in Section 5.A. applies to the benefits provided under this Section 5.B.
If the Company chooses to provide the benefits indicated under subsection (1), and your continued participation (or a particular type of coverage)
is not possible or becomes impossible under the general terms and provisions of the plans, programs or arrangements, then the Company shall arrange to
provide you with benefits, at substantially the same cost to you as determined immediately prior to your last day of employment, which are substantially
similar to those which you are entitled to receive under such plans, programs and arrangements.
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