OfficeMax 2013 Annual Report Download - page 342

Exhibit 10.97
OFFICEMAX INCORPORATED
RETENTION BONUS AGREEMENT
This OfficeMax Performance-Based Retention Bonus Agreement (“Agreement”) is made and entered into by and between OfficeMax Incorporated (“OfficeMax”
or “Company”) and Deb O’Connor (“Associate”) as of May 1, 2013.
WHEREAS, OfficeMax Incorporated has entered into a Merger Agreement with Office Depot, Inc. (“the Merger Agreement”) which, upon
regulatory approval and the passage of other conditions, will close (“the Closing”), resulting in a merger of equals; and
WHEREAS, the Associate has business knowledge and expertise critical to a successful Closing and integration of the merging entities.
THEREFORE, in consideration of the reciprocal obligations and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:
1. Potential Bonus. Associate will be eligible to receive a Potential Bonus of up to $225,000 (such dollar amount hereinafter referred to as the “Potential
Bonus”), provided Associate agrees to the terms and conditions of this Agreement. The Potential Bonus is divided into two equal installments. The
first installment is divided equally into time-based and performance-based portions, and the second installment is time-based. The agreed upon
performance objectives for the performance-based portion shall be documented and form a part of this Agreement.
2. Vesting and Payment of the Potential Bonus. Associate’s entitlement to the Potential Bonus shall not vest until the following dates and in the
following manner:
A. The first installment of the Potential Bonus shall vest on the earlier of (i) March 31, 2014, or (ii) Closing (the “First Vesting Date”),
provided Associate is employed by OfficeMax on that date. In vesting, the performance-based portion may be adjusted based on Associate’s
performance against agreed upon objectives prior to the Closing, as assessed by the Company in its sole and absolute discretion. Any portion of
the Potential Bonus that does not vest based on this performance adjustment shall be cancelled.
B. The remainder of the Potential Bonus shall vest on the earlier of (i) the six-month anniversary of the Closing, or (ii) June 30, 2014 (the
“Second Vesting Date”), provided Associate is employed by OfficeMax on that date.
The Bonus shall be paid in cash (subject to applicable deductions for income and employment taxes) as soon as possible after each installment
vests and in no event later than two and one-half months after such vesting. In no event shall the performance-based adjustment cause the Potential
Bonus to exceed the full amount of the Potential Bonus.
If prior to the First Vesting Date or to the Second Vesting Date the Associate’s employment with the Company is terminated involuntarily by the
Company for any reason other than the reason set forth in Section 3 below or voluntarily by the Associate for any reason, any unvested portion of
the Potential Bonus shall be immediately cancelled and forfeited.
3. Involuntary Termination of Employment or Termination Due to Death or Total and Permanent Disability Prior to Vesting Date(s). If, prior to the
First Vesting Date, (i) Associate’s employment is involuntarily terminated for reasons which qualify Associate for payment of severance under a
Company severance plan or policy (or which would qualify Associate for payment of severance under a Company severance plan or policy as of
the date of this Agreement) or (ii) Associate’s employment is terminated due to Associate’s death or total and permanent disability, then the full
amount of the Potential Bonus, without any adjustment based on performance, shall immediately vest and be payable as soon as practical but in
no event later than two and one-half months after the termination date. If, after the First Vesting Date but prior to the Second Vesting Date,
(i) Associate’s employment is involuntarily terminated for reasons which qualify Associate for payment of severance under a Company severance
plan or policy (or which would qualify Associate for payment of