OfficeMax 2013 Annual Report Download - page 347

a. “Competitor” means any business, foreign or domestic, which is engaged, at any time relevant to the provisions of this Agreement, in the
sale or distribution of products, or in the provision of services in competition with the products sold or distributed or services provided by
OfficeMax, an affiliate, subsidiary, partnership, or jointventure of OfficeMax. The determination of whether a business is a Competitor
shall be made by OfficeMax’s General Counsel, in his or her sole and complete discretion.
b. “Employment with a Competitor” means providing services as an employee or consultant, or otherwise rendering services of a significant
nature for remuneration, to a Competitor, as determined by OfficeMax’s General Counsel, in his or her sole and complete discretion.
9. No Modification of At Will Relationship. This Agreement is not intended to nor does it modify the at-will relationship between OfficeMax and
Associate. It does not create an employment contract or agreement between OfficeMax and Associate.
10. Invalidity of Any Provision. If any provision of this Agreement is held by a court of competent jurisdiction to be void or unenforceable for any
reason, in whole or in part, the remaining provisions of this Agreement, or their remaining portions, will nevertheless continue with full force and
effect, and Associate agrees that a court of competent jurisdiction will have jurisdiction to reform such provision to the extent necessary to cause it
be to enforceable to the maximum extent permitted by law, and Associate agrees to be bound by such reformation.
11. Waiver/Amendment. The failure of OfficeMax to enforce any provision of this Agreement will not be construed as a waiver of any such provision,
nor will such failure prevent OfficeMax thereafter from enforcing such provision or any other provision of this Agreement. This Agreement may
not be amended except in a writing signed by both parties.
12. Controlling Law. The laws of the state of Delaware (without regard to any state’s conflict of laws rules) shall be controlling in all matters relating to
this Agreement. Associate irrevocably submits to venue and exclusive personal jurisdiction of the United States District Court for the Northern
District of Illinois, Eastern Division, or the state courts of DuPage County, Illinois, for any dispute arising out of this Agreement, and waives all
objects to jurisdiction and venue of such courts.
13. Period for Acceptance. Associate must sign this Agreement and return it sealed in the enclosed addressed envelope to Dave Halleck, Human
Resources no later than August 16, 2013, in order for this Agreement to become effective. If this Agreement is not received by such date,
OfficeMax’s offer set forth herein automatically is withdrawn as of that date. Due to the confidentiality of this Agreement do not fax or email this
document.
OfficeMax Incorporated Associates Printed Name: Deborah O’Connor
/s/ Steve Parsons
Associates Signature: /s/ Deborah O’Connor
Date:
Steve Parsons
Executive Vice President,
Chief Human Resources Officer
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