OfficeMax 2013 Annual Report Download - page 335

Notwithstanding the foregoing, the Company shall continue to pay the Company-paid premium under the Company’s Executive Life Insurance
Program (or a successor plan) for twelve months following the Date of Termination.
For a Qualifying Early Termination, any portion of the period commencing on the day after your last day of employment through and including
the Date of Termination during which the Company provides you with benefit continuation or pays the Company-paid premium under the Company’s
Executive Life Insurance Program (or a successor plan) will apply toward the
12-month payment period required above.
C. You shall not be required to mitigate the amount of any payment provided for in this Section 5 by seeking other employment or otherwise, nor
shall the amount of any payment or benefit provided for in Section 5.A be reduced by any compensation earned by you as the result of employment by
another employer or by retirement benefits after the Date of Termination, or otherwise, except as specifically provided in Section 5.D. Benefits otherwise
receivable by you pursuant to Section 5.B(1) shall be reduced to the extent comparable benefits are actually received by you during the 12-month period
following your termination, and you must report any such benefits actually received by you to the Company.
D. If you experience a Qualifying Termination or a Qualifying Early Termination that entitles you to benefits under this Agreement, and your
termination also entitles you to benefits under the offer letter between you and OfficeMax as amended by letter dated July 9, 2008 (the “Offer Letter”), then
benefits otherwise receivable by you pursuant to Section 5.A shall be offset by amounts to which you are entitled under the Offer Letter.
E. Code Section 409A Provision. Notwithstanding anything in this Agreement to the contrary, in all cases, if you are a “specified employee” of the
Company for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) at the time of your separation from service (as
determined pursuant to Code Section 409A) with the Company and if an exception under Code Section 409A does not apply, any severance payment(s) that
are otherwise scheduled to commence to you immediately after your separation from service will be delayed in their entirety by 6 months from the date of your
separation from service. On the first regularly scheduled payroll date following the 6-month anniversary of the date of your separation from service, the
Company will pay you a lump sum payment equal to the severance payment(s) that you would otherwise have received through such payroll date, and the
balance of the benefit payments to which you are entitled under this Section 5 will be paid thereafter on the original schedule. The Company believes such
delay in payment will avoid the application of adverse taxation to you under Code Section 409A. However, the Company does not guarantee such tax treatment
and you are strongly encouraged to consult your own tax, financial and legal advisors regarding the effects of this Agreement on your personal tax situation.
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