EXHIBIT 10.3


 


OFFICEMAX INCORPORATED


 


2005 DEFERRED COMPENSATION PLAN


 


 


(Effective January 1, 2005)


 





















 


OFFICEMAX INCORPORATED


2005 DEFERRED COMPENSATION PLAN


 


1.                                       Purpose
of the Plan.  The purpose of the OfficeMax
Incorporated 2005 Deferred Compensation Plan (the “Plan”) is to further the
growth and development of OfficeMax Incorporated by providing a select group of
senior management and highly compensated employees of the Company and its
subsidiaries the opportunity to defer a portion of their cash compensation and
thereby encourage their productive efforts on behalf of the Company.  The Plan is also intended to provide
Participants with an opportunity to supplement their retirement income through
deferral of current compensation.  The
Plan is an unfunded plan.


 


2.                                       Definitions.


 


2.1                                 AJCA.  The American Jobs Creation Act of 2004 (Section
409A of the Code), as amended from time to time, and regulations issued
thereunder.


 


2.2                                 Basic
Compensation.  For a given Plan Year,
Compensation not in excess of the applicable limit prescribed by Section
401(a)(17) of the Code for that Plan Year.


 


2.3                                 Basic
Plan.  The OfficeMax Savings Plan, as
in effect from time to time.


 


2.4                                 Board.  The Board of Directors of OfficeMax
Incorporated.


 


2.5                                 Bonus.  The payout amount (if any) earned by a
Participant under an incentive plan of the Company, but only to the extent the
award is an annual incentive award payable in cash.


 


2.6                                 Change
in Control.  A Change in Control
shall be deemed to have occurred if:


 


(a)                                  Any
Person is or becomes the Beneficial Owner, directly or indirectly, of OfficeMax
securities representing 25% or more of either the then outstanding shares of OfficeMax
common stock or the combined voting power of OfficeMax’s then outstanding
securities; provided, however, if such Person acquires securities directly from
OfficeMax, such securities shall not be included unless such Person acquires
additional securities which, when added to the securities acquired directly
from OfficeMax, exceed 25% of OfficeMax’s then outstanding shares of common
stock or the combined voting power of OfficeMax’s then outstanding securities;
and provided further that any acquisition of securities by any Person in
connection with a transaction described in Section 2.6(c)(i) shall not be
deemed to be a Change in Control; or


 





















 


(b)                                 The
following individuals cease for any reason to constitute at least a majority of
the number of directors then serving: 
individuals who, on the date hereof, constitute the Board and any new
director (other than a director whose initial assumption of office is in
connection with an actual or threatened election contest, including but not
limited to a consent solicitation, relating to the election of directors of OfficeMax)
whose appointment or election by the Board or nomination for election by OfficeMax’s
stockholders was approved by a vote of at least 2/3rds of the directors then
still in office who either were directors on the date hereof or whose
appointment, election, or nomination for election was previously so approved
(the “Continuing Directors”); or


 


(c)                                  The
consummation of a merger or consolidation of OfficeMax (or any direct or
indirect subsidiary of OfficeMax) with any other corporation other than (i) a
merger or consolidation which would result in both (a) Continuing Directors
continuing to constitute at least a majority of the number of directors of the
combined entity immediately following consummation of such merger or
consolidation, and (b) the voting securities of OfficeMax outstanding
immediately prior to such merger or consolidation continuing to represent
(either by remaining outstanding or by being converted into voting securities
of the surviving entity or any parent thereof) more than 50% of the combined
voting power of the voting securities of OfficeMax or such surviving entity or
any parent thereof outstanding immediately after such merger or consolidation,
or (ii) a merger or consolidation effected to implement a recapitalization of OfficeMax
(or similar transaction) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of OfficeMax representing 25% or more of
either the then outstanding shares of common stock of OfficeMax or the combined
voting power of OfficeMax’s then outstanding securities; provided that securities
acquired directly from OfficeMax shall not be included unless the Person
acquires additional securities which, when added to the securities acquired
directly from OfficeMax, exceed 25% of OfficeMax’s then outstanding shares of
common stock or the combined voting power of OfficeMax’s then outstanding
securities; and provided further that any acquisition of securities by any
Person in connection with a transaction described in Section 2.6(c)(i) shall
not be deemed to be a Change in Control; or


 


(d)                                 The
stockholders of OfficeMax approve a plan of complete liquidation or dissolution
of OfficeMax or the consummation of an agreement for the sale or disposition by
OfficeMax of all or substantially all of OfficeMax’s assets, other than a sale
or disposition by OfficeMax of all or substantially all of OfficeMax’s assets
to an entity, more than 50% of the combined voting power of the voting
securities of which are owned by Persons in substantially the same proportions
as their ownership of OfficeMax immediately prior to such sale.


 


A transaction
described in Section 2.6(c) which is not a Change in Control solely due to the
operation of Subsection 2.6(c)(i)(a) will nevertheless constitute a Change in
Control if the Board determines, prior to the consummation of the transaction,
that there is not a reasonable assurance that, for at least two years following
the consummation of the transaction, at least a majority of the members of the


 





















 


board of directors of the surviving entity or any parent will continue
to consist of Continuing Directors and individuals whose election or nomination
for election by the shareholders of the surviving entity or any parent would be
approved by a vote of at least two-thirds of the Continuing Directors and
individuals whose election or nomination for election has previously been so
approved.


 


For purposes of
this Section, “Beneficial Owner” shall have the meaning set forth in
Rule 13d-3 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).


 


For purposes of
this Section, “Person” shall have the meaning given in Section 3(a)(9) of the
Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except
that “Person” shall not include (i) OfficeMax or any of its subsidiaries, (ii)
a trustee or other fiduciary holding securities under an employee benefit plan
of OfficeMax or any of its subsidiaries, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities, (iv) a
corporation owned, directly or indirectly, by the stockholders of OfficeMax in
substantially the same proportions as their ownership of stock of OfficeMax, or
(v) an individual, entity or group that is permitted to and does report its
beneficial ownership of securities of OfficeMax on Schedule 13G under the
Exchange Act (or any successor schedule), provided that if the individual,
entity or group later becomes required to or does report its ownership of OfficeMax
securities on Schedule 13D under the Exchange Act (or any successor schedule),
then the individual, person or group shall be deemed to be a Person as of the
first date on which the individual, person or group becomes required to or does
report its ownership on Schedule 13D.


 


2.7                                 Code.  The Internal Revenue Code of 1986, as amended
from time to time.


 


2.8                                 Committee.  The Executive Compensation Committee of the Board,
or any successor to the Committee.


 


2.9                                 Company.  OfficeMax and any of its subsidiaries which
may be a participating employer under the Basic Plan, together with their
successors and assigns, or any other entity, which, with the foregoing’s
consent, assumes the Company’s obligations under this Plan.


 


2.10                           Compensation.  A Participant’s Salary and Bonus.  Compensation shall not include any amounts
paid by the Company to a Participant that are not strictly in consideration for
personal services, such as expense reimbursements, cost-of-living allowances,
education allowances, premiums on excess group life insurance, or any Company
contribution to any defined benefit or defined contribution plan sponsored by
the Company; the fact that an amount constitutes taxable income to the
Participant shall not be controlling for this purpose.  Compensation shall not include any taxable
income realized by, or payments made to, a Participant as a result of the grant
or exercise of an option to acquire OfficeMax stock, or compensation resulting
from the acquisition,


 





















 


exercise, or vesting of any stock appreciation right, stock bonus,
restricted stock, restricted stock units, phantom stock, performance stock, or
similar stock-based award under any incentive plan sponsored by the Company,
except to the extent the award is payable in cash or the Committee determines
that the award shall be included in Compensation for purposes of this Plan.


 


2.11                           Deferred
Account.  The record maintained by
the Company for each Participant of the cumulative amount of (a) Compensation
deferred pursuant to this Plan, (b) the amount of any Company matching
allocation, and (c) imputed interest on those amounts accrued as provided
in Section 4.8.


 


2.12                           Deferred
Compensation Agreement. 
Collectively, the written agreements between a Participant and the
Company in substantially the form set forth in Appendix A, whereby a
Participant irrevocably agrees to defer a portion of his or her Salary and/or
Bonus (a Deferral Election Agreement) and the Company agrees to make benefit
payments in accordance with the Participant’s election and the provisions of
the Plan (a Distribution Election Agreement).


 


2.13                           Deferred
Compensation and Benefits Trust.  The
irrevocable trust (the “DCB Trust”) established by OfficeMax with an
independent trustee for the benefit of persons entitled to receive payments or
benefits hereunder, the assets of which will be subject to claims of OfficeMax’s
creditors in the event of bankruptcy or insolvency.


 


2.14                           Key
Employee.  A “key employee” as
defined under AJCA.


 


2.15                           OfficeMax.  OfficeMax Incorporated.


 


2.16                           Participant.  A Key Executive (as defined in
Section 4.1) who has entered into a written Deferred Compensation
Agreement with the Company in accordance with the provisions of the Plan.


 


2.17                           Plan
Year.  The calendar year beginning
January 1, 2005, and each calendar year thereafter during which the Plan is in
effect.


 


2.18                           Rule
of 70.  The attainment by a
Participant of a number of Years of Service and age which, when added together,
equal or exceed 70.


 


2.19                           Salary.  A Participant’s salary, commission, and other
payments for personal services rendered by a Participant to the Company during
a calendar year, determined prior to giving effect to any deferral election
under this Plan.


 


2.20                           Termination.  The Participant’s ceasing to be employed by
the Company for any reason whatsoever, whether voluntarily or involuntarily,
including by reason of early retirement, normal retirement, death or
disability, provided that transfer from the Company to a subsidiary or vice
versa shall not be deemed a Termination for purposes of this Plan.


 





















 


2.21                           Year
of Service.  A Year of Service as
accumulated under the Pension Plan for Salaried Employees or any successor plan.


 


3.                                       Administration
and Interpretation.  The Company,
acting through its senior human resources officer or his or her delegates,
shall have final discretion, responsibility, and authority to administer and
interpret the Plan.  This includes the
discretion and authority to determine all questions of fact, eligibility, or
benefits relating to the Plan.  The
Company may also adopt any rules it deems necessary to administer the Plan.  The Company’s responsibilities for
administration and interpretation of the Plan shall be exercised by Company
employees who have been assigned those responsibilities by the Company’s
management.  Any Company employee
exercising responsibilities relating to the Plan in accordance with this
section shall be deemed to have been delegated the discretionary authority
vested in the Company with respect to those responsibilities, unless limited in
writing by the Company.  Any Participant
may appeal any action or decision of these employees to the Company’s senior
human resources officer.  Claims for
benefits under the Plan and appeals of claim denials shall be in accordance
with Sections 10 and 11.  Any
interpretation by the Company’s senior human resources officer shall be given
deference and shall be final and binding on the Participants.


 


4.                                       Participant
Deferral and Distribution Elections.


 


4.1                                 Eligibility.  Eligibility to participate in the Plan is
limited to those management and key employees of the Company and its
subsidiaries who were eligible to participate in and were contributing to the
Company’s 2001 Key Executive Deferred Compensation Plan (the “KEDCP”) as of
December 31, 2004 (“Key Executives”). 
Eligibility to participate in this Plan for any Plan Year shall not
confer the right to participate during any subsequent Plan Year.  If a Key Executive chooses to not defer any
compensation under this Plan for any Plan Year, he or she shall not be eligible
to participate in the plan in any subsequent Plan Year.


 


4.2                                 Execution
of Agreement.  A Key Executive who
wishes to participate in the Plan must execute a Deferred Compensation
Agreement prior to January 1, 2005.


 


4.3                                 Deferral
Election.  Subject to the limits
described in this paragraph, each Key Executive shall have the opportunity to
elect the amount of his or her Compensation to be paid in the Plan year
following the date of election, which will be deferred in accordance with this
Plan.  The Compensation otherwise paid to
a Participant during the Plan Year beginning after the date of the deferral
election shall be reduced by the amount elected to be deferred.  Elections to defer Compensation are
irrevocable except as otherwise provided in this Plan.  The amount of Compensation to be deferred must
be specified in the Deferred Compensation Agreement(s), must be a whole
percentage, must be a minimum of 6% of the Participant’s Compensation, and cannot
exceed the percentage he or she was deferring under the KEDCP as of


 





















 


December 31, 2004.  No additional
deferrals shall be permitted under this Plan after December 31, 2007.


 


4.4                                 Change
of Deferral Election.


 


(a)                                  A
Participant who wishes to change an election to defer Compensation may do so at
any time by notifying the Company’s compensation manager in writing prior to
January 1 of the year for which the change in election is to be effective.


 


(b)                                 A
Participant who wishes to change an election to defer Compensation after
January 1 of any calendar year for which the change in election is to be
effective must submit a written request to the Company’s compensation manager
to revoke his or her deferral election. 
The request must state why the Participant believes he or she should be
permitted to revoke the prior election. 
Requests will be reviewed as soon as administratively feasible and, if a
change is permitted, the change will be effective for all remaining pay periods
following the date of the determination.


 


4.5                                 Distribution
Election.  At the time a Participant first
elects to defer Compensation under Section 4.3, he or she shall elect a
distribution option for the Compensation so deferred, including gains or losses
thereon, as specified in the Deferred Compensation Agreement.  The distribution election shall apply to all
amounts attributable to the Participant’s Deferred Account under this
Plan.  Elections regarding distribution
of Deferred Accounts under this Plan are irrevocable except as otherwise
provided in this Plan.


 


4.6                                 Change
of Distribution Election.  Participants
are entitled to request, in writing, a one-time change in their distribution
election at any time.  The changed
distribution election must be one of the distribution options in the original
Deferred Compensation Agreement.  The
Company must receive the request at least 12 months prior to the requested
commencement date and at least 12 months prior to the date benefits were first
scheduled to be paid under the original distribution election.  The changed election must defer distribution
of the Participant’s Deferred Account for at least 5 years after the original election.  The Company shall approve the request if it
meets the requirements of this section.  Requests that do not meet all the requirements
of this section shall not be permitted.  Additional
requests by a Participant to change his or her distribution election made after
a prior request has been approved shall be denied.


 


4.7                                 Company
Matching Contribution.  The Company
shall credit to the Participant’s Deferred Account an amount equal to 50% of
the Compensation deferred under this Plan, disregarding Compensation in excess
of 6% of Basic Compensation less the maximum contribution percentage applicable
to Restricted Highly Compensated Employees under the Basic Plan (as determined
by the plan administrator for the Basic Plan).


 





















 


4.8                                 Earnings.  The Company shall maintain a record of each
Participant’s Deferred Account balance and allocations.  Each Participant’s Deferred Account shall be
adjusted on a monthly basis to reflect imputed interest.  Imputed interest will be credited to a
Participant’s account on the last day of each month.  Computation of imputed interest shall be at
the Company’s sole discretion.


 


5.                                       Distributions.


 


5.1                                 Distributions
in General.  The Company shall
distribute Participants’ Deferred Accounts as elected by each Participant in
the Deferred Compensation Agreement, except as otherwise provided in this
Section 5.  If a Participant fails
to make a valid distribution election, his or her Deferred Account shall be
paid out in a lump sum January 1st of the year after Termination.


 


5.2                                 Plan
Benefits Upon Termination.


 


5.2.1                        Upon
Termination for reasons other than death or disability prior to satisfying the
Rule of 70 or attaining age 55 with 10 or more Years of Service, the imputed
interest rate on the Participant’s Deferred Account shall be adjusted,
effective as of the date of Termination, to a rate equal to Moody’s.  That rate shall apply prospectively from the
date of Termination to all undistributed amounts of the Participant’s Deferred
Account.


 


5.2.2                        Upon
Termination for reasons other than disability, after satisfying the Rule of 70
or attaining age 55 with 10 or more Years of Service, unpaid balances shall
continue to be credited with imputed interest based on the year in which the
amounts were deferred, as specified in Exhibit A.


 


5.3                                 Hardship
Distribution.  If serious and unanticipated
financial hardship occurs, a Participant may request termination of
participation in the Plan and a lump-sum distribution of all or a portion of
his or her Deferred Account balance.  The
Participant shall document, to the Company’s satisfaction, that distribution of
his or her account is necessary to satisfy an unanticipated, immediate, and
serious financial need, and that the Participant does not have access to other
funds, including proceeds of any loans, sufficient to satisfy the need.  Upon receipt of a request under this section,
the Company may, in its sole discretion, terminate the Participant’s
involvement in the Plan and distribute all or a portion of the Participant’s
account balance in a lump sum, to the extent necessary to satisfy the financial
need.  The Participant shall sign all
documentation requested by the Company relating to the distribution.  Any Participant whose participation in the
Plan terminates under this Section shall not be eligible to participate in any
nonqualified deferred compensation plan maintained by the Company for a period
of 12 months following the date of the distribution.  Notwithstanding anything to the contrary,
hardship distributions will comply with AJCA.


 


5.4                                 Small
Account Distributions.  On the date
of Termination, if a Participant’s Deferred Account balance is less than $10,000,
the Company shall


 





















 


promptly distribute the entire Deferred Account balance in a lump sum
to the Participant, regardless of the Participant’s distribution election, and
the Participant shall have no further rights or benefits under this Plan.


 


5.5                                 Distributions
to Key Employees.  Notwithstanding
anything in this Plan to the contrary, distributions to Key Employees shall
comply with AJCA.


 


5.6                                 Distributions
Following Participant Death.  The
Company shall make all payments to the Participant, if living.  If a Participant dies either before benefit
payments have commenced under this Plan or after his or her benefits have
commenced but before his or her entire Deferred Account has been distributed, the
beneficiary designated under Section 6.2 shall receive any benefit payments in
accordance with the Deferred Compensation Agreement.  If no designation is in effect when any
benefits payable to a beneficiary under this Plan become due, the beneficiary
shall be the spouse of the Participant, or, if no spouse is then living, the
Participant’s estate.  In determining the
existence or identity of anyone entitled to a benefit payment, the Company may
rely conclusively upon information supplied by the Participant’s personal
representative, executor, or administrator. 
If a question arises as to the existence or identity of anyone entitled
to receive a benefit payment, or if a dispute arises with respect to any
benefit payment, then, notwithstanding the foregoing, the Company, in its sole
discretion, may cause the payment to be made to the Participant’s estate
without liability for any tax or other consequences that might flow therefrom
or may take such other action as the Company deems appropriate.


 


5.7                                 Distributions
in Cash.  All payments under this
Plan shall be made in cash.


 


6.                                       Miscellaneous.


 


6.1                                 Assignability.  A Participant’s rights and interests under
the Plan may not be assigned or transferred except in the event of the
Participant’s death, as described in Sections 5.6 and 6.2.


 


6.2                                 Designation
of Beneficiary.  A Participant shall
designate a beneficiary by filing a written notice of designation with the
Company in such form as the Company may prescribe, and the Participant may
change this designation from time to time by filing a new designation.  Each designation will revoke all prior designations
by the Participant and will be effective only when filed in writing with the
Company during the Participant’s lifetime.


 


6.3                                 Inability
to Locate Participants or Beneficiaries. 
Any communication, statement, or notice addressed to a Participant or to
a beneficiary at his or her last mailing address as shown on the Company’s
records shall be binding on the Participant or beneficiary for all purposes of
the Plan.  The Company shall not be
obligated to search for any Participant or beneficiary beyond sending a
registered letter to the last known address. 
If the Company notifies any Participant or beneficiary that he


 





















 


or she is entitled to an amount under the Plan and the Participant or
beneficiary fails to claim such amount or make his or her location known to the
Company within 3 years thereafter, then, except as otherwise required by law,
the Company shall have the right to direct that the amount payable shall be
deemed to be a forfeiture, except that the dollar amount of the forfeiture,
unadjusted for imputed interest in the interim, shall be paid by the Company if
a claim for the benefit subsequently is made by the Participant or beneficiary
to whom it was payable.  If a benefit
payable to an unlocated Participant or beneficiary is subject to escheat
pursuant to applicable state law, the Company shall not be liable to any person
for any payment made in accordance with such law.


 


6.4                                 Taxes.  The Company shall deduct from all payments
made under this Plan all applicable federal or state taxes required by law to
be withheld.


 


6.5                                 Form
of Communication.  Any election,
application, claim, notice, or other communication required or permitted to be
made by a Participant to the Company shall be made in writing and in such form
as the Company may prescribe.  Such
communication shall be effective upon receipt by the Company’s compensation
manager at 150 East Pierce Road, Itasca, IL 
60143.


 


6.6                                 Service
Providers.  The Company may, in its
sole discretion, retain one or more independent entities to provide services to
the Company in connection with the operation and administration of the
Plan.  Except as may be specifically
delegated or assigned to any such entity in writing, the Company shall retain
all discretionary authority under this Plan. 
No Participant or other person shall be a third party beneficiary with
respect to, or have any rights or recourse under, any contractual arrangement
between the Company and any such service provider.


 


7.                                       Amendment
and Termination.  The Committee may,
at its sole discretion, amend or terminate the Plan at any time, provided that
the amendment or termination shall not reduce the amount of a Participant’s
Deferred Account as of the date of the amendment or termination or adversely
affect the Participant’s entitlement to his or her Deferred Account as of that
date.


 


8.                                       Unsecured
General Creditor.  Except as provided
in Section 9, Participants and their beneficiaries, heirs, successors, and
assigns shall have no legal or equitable rights, interest, or claims in any
property or assets of the Company.  The
assets of the Company shall not be held under any trust for the benefit of
Participants, their beneficiaries, heirs, successors, or assigns, or held in
any way as collateral security for the fulfilling of the obligations of the
Company under this Plan.  Any and all
Company assets shall be, and remain, the general, unpledged, unrestricted assets
of the Company.  The Company’s obligation
under the Plan shall be an unfunded and unsecured promise of the Company to pay
money in the future.


 


9.                                       Deferred
Compensation and Benefits Trust.  Upon
the occurrence of a Change in Control or at any time thereafter, the Company,
in its sole discretion, may transfer to the DCB Trust cash, marketable
securities, or other property acceptable to


 





















 


the trustee to pay the Company’s obligations under this Plan in whole
or in part (the “Funding Amount”).  Any
cash, marketable securities, and other property so transferred shall be held,
managed, and disbursed by the trustee subject to and in accordance with the
terms of the DCB Trust.  In addition,
from time to time, the Company may make additional transfers of cash, marketable
securities, or other property acceptable to the trustee as desired by the
Company in its sole discretion to maintain or increase the Funding Amount with
respect to this Plan.  The assets of the
DCB Trust, if any, shall be used to pay benefits under this Plan, except to the
extent the Company pays such benefits. 
The Company and any successor shall continue to be liable for the
ultimate payment of those benefits.


 


10.                                 Claims Procedure.  Claims
for benefits under the Plan shall be filed in writing, within 90 days
after the event giving rise to a claim, with the Company’s compensation manager,
who shall have absolute discretion to interpret and apply the Plan, evaluate
the facts and circumstances, and make a determination with respect to the claim
in the name and on behalf of the Company. 
The claim shall include a statement of all facts the Participant
believes relevant to the claim and copies of all documents, materials, or other
evidence that the Participant believes relevant to the claim.  Written notice of the disposition of a claim
shall be furnished to the Participant within 90 days after the application
is filed.  This 90-day period may be
extended an additional 90 days for special circumstances by the compensation
manager, in his or her sole discretion, by providing written notice of the
extension to the claimant prior to the expiration of the original 90-day
period.  If the claim is denied, the
Manager shall notify the claimant in writing. 
This written notice shall:


 


•                                          state the specific reasons for the denial,


 


•                                          refer to the provisions of the Plan on which the
determination is based,


 


•                                          describe any additional material or information
necessary for the claimant to perfect the claim and explain why the information
is necessary,


 


•                                          explain how the claimant may submit the claim for
review and state applicable time limits, and


 


•                                          state the claimant’s right to bring an action
under section 502(a) of ERISA following an adverse determination on review.


 


11.                                 Claims Review Procedure.  Any
Participant, former Participant, or beneficiary of either, who has been denied
a benefit claim shall be entitled, upon written request, to access to or copies
of all documents and records relevant to his or claim, and to a review of his
or her denied claim.  A request for
review, together with a written statement of the claimant’s position and any
other comments, documents, records or information that the claimant believes
relevant to his or her claim, shall be filed no later


 





















 


than 60 days after receipt of the written
notification provided for in Section 10, and shall be filed with the Company’s compensation
manager.  The Manager shall promptly
inform the Company’s senior human resources officer, who shall be the named
fiduciary of the Plan for purposes of claim review.  The senior human resources officer shall make
his or her decision, in writing, within 60 days after receipt of the
claimant’s request for review.  This
60-day period may be extended an additional 60 days if, in the senior
human resources officer’s sole discretion, special circumstances warrant the
extension and if the senior human resources officer provides written notice of
the extension to the claimant prior to the expiration of the original 60-day
period.  The written decision shall be
final and binding on all parties and shall:


 


•                                          state the facts and specific reasons for the
decision,


 


•                                          refer to the Plan provisions upon which the
decision is based,


 


•                                          state that the Participant is entitled to receive
at no charge and upon request reasonable access to and copies of all documents,
records, and other information relevant to the claim, and


 


•                                          state the claimant’s right to bring an action
under section 502(a) of ERISA.


 


12.                                 Lawsuits,
Jurisdiction, and Venue.  No lawsuit
claiming entitlement to benefits under this Plan may be filed prior to exhausting
the claims and claims review procedures described in Sections 10 and 11.  Any such lawsuit must be initiated no later
than (a) one year after the event(s) giving rise to the claim occurred, or
(b) 60 days after a final written decision was provided to the claimant under
Section 11, whichever is sooner.  Any
legal action involving benefits claimed or legal obligations relating to or
arising under this Plan may be filed only in Federal District Court in the city
of Itasca, Illinois.  Federal law shall be
applied in the interpretation and application of this Plan and the resolution
of any legal action.  To the extent not
preempted by federal law, the laws of the state of Delaware shall apply.


 


13.                                 Effective
Date of Plan.  This Plan shall become
effective January 1, 2005.


 





















 


EXHIBIT A


 


IMPUTED INTEREST


 


Deferred Accounts
shall be credited, while the Participant is actively employed with the Company,
with imputed interest equal to an annualized rate of interest equal to the
indicated percentage of Moody’s Composite Average of Yields on Corporate Bonds
(“Moody’s”) as determined each month from Moody’s Bond Record (as published by
Moody’s Investor’s Service, Inc.) or any successor thereto, or, if such monthly
report is no longer published, a substantially similar rate determined by the
Company, in its sole discretion.  Moody’s,
for purposes of this Plan, shall be based for any given month on such published
rate for the immediately preceding calendar month.  Upon Termination, Deferred Accounts allocated
to this account shall be credited with either a percent of Moody’s or with
Moody’s, as provided in Section 5.2 of the Plan.


 




	
  Amounts Deferred During

  	
   

  	
  Imputed Interest Rate

  	
   

  
	
  2005

  	
   

  	
  Moody’s x 130%

  	
   

  
	
  2006

  	
   

  	
  Moody’s x 120%

  	
   

  
	
  2007

  	
   

  	
  Moody’s x 110%

  	
   

  






 





















 


APPENDIX A

OfficeMax Incorporated

Form of Deferral Election Agreement


 


THIS AGREEMENT,
dated                                 ,
2004, is between OFFICEMAX INCORPORATED (the “Company”) and                                             
(referred to as “you,” “I” or the “Executive”). 
The Company designates you as a Participant in the Company’s 2005
Deferred Compensation Plan (the “Plan”), which is incorporated into this
Agreement.


 


The
elections below will apply to your Salary paid during 2005 and your Bonus
earned during 2005 and paid in 2006 ONLY.


 


Compensation Deferral Election


 


o  I do
NOT elect to defer any of my Compensation.


 


o  I
elect to defer         % (minimum 6%,
maximum       %) of my cash Compensation.


 


Bonus Deferral Election


 


o  I do
NOT elect to defer any additional portion of my Bonus.


 


o  I
elect to defer an additional          %
of my Bonus.  (Note that your
Compensation deferral election will automatically apply to any Bonus you
receive, and any amount you elect here will be IN ADDITION TO the amount
elected under Compensation Deferral Election above.)


 


 


The Company
believes, but does not guarantee, that a deferral election made in accordance
with the terms of the Plan is effective to defer the receipt of taxable
income.  You are advised to consult with
your attorney or accountant familiar with the federal and state tax laws
regarding the tax implications of this Deferred Compensation Agreement and the
Plan.


 


 


IN WITNESS
WHEREOF, the parties have entered into this Agreement on the day first written
above.


 


 


	
  OFFICEMAX
  INCORPORATED

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
  By

  	
   

  	
   

  
						



 





















 


OfficeMax Incorporated

Form of Distribution Election Agreement


 


THIS DISTRIBUTION
ELECTION AGREEMENT, dated                               ,
2004, is between OFFICEMAX INCORPORATED (the “Company”) and                                     
(“I” or the “Executive”).


 


I elect the
following form of distribution of my Deferred
Account balance:


o            Lump-sum
payment.


o            Monthly
installment payments over a period of                 
years (not to exceed 15 years).  Payments
will be approximately equal in amount.


o            Other.  Describe in detail in an attachment.


 


I elect the following distribution beginning
date:


o            January
1 of the year following Termination of Employment.


o            The
later of age 55 or Termination of Employment.


o            The
later of age 65 or Termination of Employment.


o            The
later of                     
(date) (cannot be later than age 65) or Termination of Employment.


 


If I die before distributions from the
Plan begin, the Company will pay my designated beneficiary the Deferred Account
balance as:


o            Lump-sum
payment.


o            Monthly
installment payments over a period of               years
(not to exceed 15 years).  Payments
will be approximately equal in amount.


o            Other.  Describe in detail below or in an attachment.


 


If I die after installment payments have
begun, the Company will pay my designated beneficiary:


o            Lump
sum of the remaining Deferred Account balance.


o            The
remaining installment payments.


 


IN WITNESS
WHEREOF, the parties have entered into this Agreement on the day first written
above.


 


	
  OFFICEMAX
  INCORPORATED

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
   

  	
   

  	
  By