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Exhibit 10.29    
    


FORM OF

OFFICEMAX INCORPORATED

2005 Annual Incentive Award Agreement  


        This Annual Incentive Award (the "Award"), is granted on February 10, 2005 (the "Award Date"), by OfficeMax
Incorporated ("OfficeMax") to                        ("Awardee" or "you") pursuant to the 2003 OfficeMax Incentive and Performance
Plan (the "Plan") and pursuant to the following terms: 


	1.
	The
Award is subject to all the terms and conditions of the Plan. All capitalized terms not defined in this Agreement shall have the meaning stated in the Plan.



	2.
	For
purposes of this Award, the following terms shall have the meanings stated below.



	2.1.
	"Award
Period" means the 2005 fiscal year.



	2.2.
	"Base
Salary" means your annual pay rate in effect at the end of the Award Period, without taking into account (a) any amounts deferred pursuant to an election under any
401(k) plan, pre-tax premium plan, deferred compensation plan, or flexible spending account sponsored by OfficeMax or any subsidiary, (b) any incentive compensation, employee
benefit, or other cash benefit paid or provided under any incentive, bonus or employee benefit plan sponsored by OfficeMax or any subsidiary, or (c) any excellence award, gains upon stock
option exercises, restricted stock grants or vesting, moving or travel expense reimbursement, imputed income, or tax gross-ups, without regard to whether the payment or gain is taxable
income to you.



	2.3.
	"EBIT
dollars" means OfficeMax's earnings from operations before interest and taxes, as calculated by OfficeMax in its sole discretion.



	2.4.
	"Net
sales" means the gross sales or revenues less returns, allowances, rebates, and coupons for OfficeMax, as calculated by OfficeMax in its sole discretion.



	2.5.
	"Return
on sales" means the ratio of reported operating profit to reported net sales, expressed as a percentage, for OfficeMax during the Award Period, as calculated by OfficeMax in
its sole discretion.



	2.6.
	"Sales
growth" means the percentage change in overall same location net sales for OfficeMax during the Award Period, adjusted for store closures, store openings, acquisitions,
divestitures, and changes in fiscal periods, as calculated by OfficeMax in its sole discretion.






	3.
	Your
target award percentage is    % of your Base Salary.



	4.
	The
Performance Goals applicable to your Award are sales growth, return on sales, and EBIT dollars. Your Award will be calculated based on these Performance Goals, as follows:



	4.1.
	Payout. Each Performance Goal is weighted equally. Using the payout charts attached as Exhibit 1, a payout multiple will be
identified for each Performance Goal. Your target award percentage will be divided by three, that number will be multiplied by the identified multiple, and the resulting percentage will be applied to
your Base Salary to determine your actual Award for each Performance Goal.



	4.2.
	General Terms. Payout multiples between numbers indicated on the chart will be calculated using straight-line
interpolation. Total payout (aggregate amount paid for all three Performance Goals) is capped at 1.6 times your target award percentage. Individual payout for each Performance Goal is capped at 1.6
times the applicable target award percentage. Notwithstanding the Performance Goals and formulas set forth above, no award will be earned or paid for the Award Period unless OfficeMax has net income
for the Award Period, as calculated by OfficeMax in its sole discretion.






	5.
	This
Award will be paid in cash.



	6.
	If
you terminate employment before December 31, 2005, your Award will be treated as follows:



	6.1.
	If
your termination of employment is a direct result of the sale or permanent closure of any facility or operating unit of OfficeMax or any subsidiary, or a bona fide curtailment, or
a reduction in workforce, as determined by OfficeMax in its sole discretion, and you execute a waiver/release in the form required by OfficeMax, or if your termination is a result of your death or
total and permanent disability, you will 





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receive
a pro rata Award, if an Award is paid, based on the number of days during the Award Period that you were employed and eligible compared to the total number of days in the Award Period. 



	6.2.
	If
at the time of your termination you are at least age 55 and have at least 10 years of employment with OfficeMax, you will receive a pro rata Award, if an Award is paid,
calculated as provided in paragraph 6.1.



	6.3.
	Except
as described in paragraphs 6.1 and 6.2, you must be employed by OfficeMax or its subsidiary on the last day of the Award Period to be eligible to receive payment of an
Award. If you terminate employment for any reason other than as described in paragraph 6.1 or 6.2, whether your termination is voluntary or involuntary, with or without cause, you will not be
eligible to receive payment of any Award for 2005.






	7.
	The
Committee reserves the right to reduce or eliminate the Award, whether or not the Performance Goals have been met.



	8.
	In
the event of a Change in Control (as defined in the Plan) prior to December 31, 2005, the provisions of the Plan shall apply. 



        You must sign this Agreement and return it to OfficeMax's Compensation Department on or before April 15, 2005, or the Award will be forfeited. Return your
executed Agreement to: Rosie Wenger, OfficeMax, 150 E Pierce Road, Itasca, IL 60143, or fax your signed form to 630-438-2463.  



	OfficeMax Incorporated	 	Awardee
	

By:	
 	

    
	
 	

    





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Exhibit 10.29