EXHIBIT 10.6


 


OFFICEMAX INCORPORATED


2004
Director Restricted Stock Award Agreement


 


This
Restricted Stock Award (the “Award”),
is granted on           ,
2004 (the “Award Date”), by OfficeMax Incorporated (“OfficeMax”) to
                        
(“Director” 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.                                       You
are awarded             shares
of restricted stock, at no cost to you, subject to the restrictions set forth
in the Plan and this Agreement.


 


3.                                       The
restriction period on your Award will end and the shares will vest six months
following the date of your termination of service as a director due to your
death, disability, retirement or resignation.


 


4.                                       In
the event of a Change in Control (as defined in the Plan) prior to the end of
the restriction period pursuant to paragraph 3, the restriction period will
lapse with respect to all shares not vested at the time of the Change in
Control, and all shares will vest immediately.


 


5.                                       The
shares awarded pursuant to this Agreement cannot be sold, assigned, pledged,
hypothecated, transferred, or otherwise encumbered prior to vesting.  Any attempt to transfer your rights in the
awarded shares prior to vesting will result in the immediate forfeiture of the awarded
shares.


 


6.                                       Except
as otherwise provided in the Plan and this Agreement, you have all the rights
of a shareholder with respect to shares awarded and not forfeited, including
the right to vote and to receive dividends. 
Dividends paid on restricted shares will be held in escrow by OfficeMax
for you until the restrictions on the respective shares have lapsed and the
shares have vested.  Dividends paid on
forfeited shares will be forfeited.  Vested
partial shares will be paid in cash.


 


7.                                       You
acknowledge that you have been provided information relating to an “83(b)
election” and have been informed that the election is available.  The election, if made, must be filed with the
Internal Revenue Service within 30 days of the Award Date.  A copy must also be filed with OfficeMax
within 10 days of the IRS filing date.


 


You must sign
this Agreement and return it to OfficeMax’s Executive Compensation Department
on or before           , 2004,
in order for the Award to be effective. 
If this Agreement is not received by the Executive Compensation
Department on or before           ,
2004, the Award will be forfeited.  Return
your executed Agreement to:  Executive
Compensation Department, P.O. Box 50, Mail Stop 4-E, Boise, ID  83728-0001, or fax your signed form to 208 384
4931.


 


 


	
  OfficeMax Incorporated

  	
   

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
						



 


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