OfficeMax 2013 Annual Report Download - page 338

(i) was known to the public before its disclosure to you; (ii) becomes known to the public after disclosure to you through no wrongful act of yours; or (iii) you
are required to disclose by applicable law, regulation or legal process (provided that you provide the Company with prior notice of the contemplated disclosure
and reasonably cooperate with the Company at its expense in seeking a protective order or other appropriate protection of such information).
B. During your employment with the Company and for one year after your termination, you agree that you will not, directly or indirectly,
individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce any managerial level employee of the
Company or any of its subsidiaries or affiliates to leave employment in order to accept employment with or render services to or with any other person, firm,
corporation or other entity unaffiliated with the Company or knowingly take any action to materially assist or aid any other person, firm, corporation or other
entity in identifying or hiring any such employee.
C. You agree that during and after your employment with the Company you shall not make any public statements that disparage the Company,
its respective affiliates, employees, officers, directors, products or services. Notwithstanding the foregoing, (i) statements made in the course of sworn
testimony in administrative, judicial or arbitral proceedings (including, without limitation, depositions in connection with such proceedings) shall not be
subject to this Section 8.C, and (ii) nothing in this Section 8.C shall in anyway be interpreted to preclude or limit you from pursuing your legal rights or from
otherwise communicating with governmental agencies pursuant to legislation or regulations permitting or requiring such communications.
D. For a period of 12 months after your termination of employment with the Company (or for a period of 12 months after a final judgment or
injunction enforcing this covenant), you agree not to, directly as an employee or indirectly as a consultant or contractor, without the prior written consent of the
Company, be employed in the same or similar capacity as you were employed by the Company immediately prior to termination of your employment, by
another business entity or person engaged in the sale or distribution of office supplies, office furniture, computer consumables or related office products or
services in North America.
In agreeing to this restriction, you specifically acknowledge the substantial value to the Company of Confidential Information and your intimate
knowledge of the Company’s business and agree that such constitutes goodwill and a protectable interest of the Company.
E. Notwithstanding anything in this Agreement to the contrary, the payment to you of the benefits provided in Section 5 is conditioned upon your
execution and delivery to the Company (and your failure to revoke) a customary general release of claims.
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