OfficeMax 2013 Annual Report Download - page 339

9. Deferred Compensation and Benefits Trust. The Company has established a Deferred Compensation and Benefits Trust, and shall comply with the
terms of that Trust.
For this purpose, the term Deferred Compensation and Benefits Trust shall mean an irrevocable trust or trusts established or to be established by
the Company with an independent trustee or trustees for the benefit of persons entitled to receive payments or benefits, the assets of which nevertheless will be
subject to claims of the Company’s creditors in the event of bankruptcy or insolvency.
10. Successors; Binding Agreement .
A. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all
of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no succession had taken place. Failure of the Company to obtain an assumption and agreement prior to the
effectiveness of any succession which occurs during your employment with the Company and the term of this Agreement shall be a breach of this Agreement
and shall entitle you to compensation from the Company in the same amount and on the same terms as you would be entitled hereunder if you experience a
Qualifying Termination or Qualifying Early Termination, except that for purposes of this Section 10.A, the date on which any such succession becomes
effective shall be deemed the Date of Termination. As used in this Agreement, “Company” shall mean OfficeMax Incorporated and any successor to its
business and/or assets which assumes and agrees to perform this Agreement.
B. This Agreement shall inure to the benefit of and be enforceable by your personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees. If you should die while any amount would still be payable to you under this Agreement if you had continued to live,
all such amounts, unless otherwise provided in this Agreement, shall be paid in accordance with the terms of this Agreement to your devisee, legatee or other
designee or if there is no such designee, to your estate.
C. Any dispute between you and the Company regarding this Agreement may be resolved either by binding arbitration or by judicial proceedings
at your sole election, and the Company agrees to be bound by your election in that regard, provided that the Company is entitled to seek equitable relief in a
court of competent jurisdiction in connection with the enforcement of the covenants set forth in Section 8. Under no circumstance will a violation or alleged
violation of those covenants entitle the Company to withhold or offset a payment or benefit due under this Agreement.
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