OfficeMax 2013 Annual Report Download - page 337

excess of the base amount allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax. For purposes of determining the amount of
the Gross-up Payment, you will be deemed to pay federal income tax at the highest marginal rate of federal income taxation in the calendar year in which the
Gross-up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence on the Date
of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of state and local taxes.
C. The Company will pay you the amount of the Gross-up Payment as soon as the amount can be determined, but in no event later than the 30 th
day after the Date of Termination. At the time that payments are made under this Agreement, the Company shall provide you with a written statement setting
forth the manner in which the payments were calculated and the basis for the calculations including, without limitation, any opinions or other advice the
Company has received from its tax counsel, its auditor, or other advisors or consultants (and any opinions or advice which are in writing shall be attached to
the statement).
D. If the Excise Tax is finally determined to be less than the amount taken into account in calculating the Gross-up Payment, you shall repay to
the Company, within 5 business days following the time that the amount of the reduction in Excise Tax is finally determined, the portion of the Gross-up
Payment attributable to the reduction (plus that portion of the Gross-up Payment attributable to the Excise Tax and federal, state, and local income and
employment taxes imposed on the Gross-up Payment being repaid by you, to the extent that such repayment results in a reduction in the Excise Tax and a
dollar-for-dollar reduction in your taxable income and wages for purposes of federal, state, and local income and employment taxes). If the Excise Tax is
determined, for any reason, to exceed the amount taken into account in calculating the Gross-up Payment, the Company shall make an additional Gross-up
Payment in respect of the excess (including any interest, penalties, or additions payable by you with respect to the Excise Tax) within 5 business days
following the time that the amount of the excess is finally determined. In no event shall such payment be made later than December 31 of the year following the
year in which the Excise Tax is paid. You and the Company shall reasonably cooperate with the other in connection with any administrative or judicial
proceedings concerning the existence or amount of liability for Excise Tax with respect to the Total Payments.
8. Employee Covenants; Release.
A. You agree that you will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the
course of your assigned duties and for the benefit of the Company, either during the period of your employment or at any time thereafter, any nonpublic,
proprietary or confidential information, knowledge or data relating to the Company, any of its subsidiaries, affiliated companies or businesses, which you
obtained during your employment by the Company. This restriction will not apply to information that
-12-