Exhibit
10.1


 


Form of


OFFICEMAX
INCORPORATED


2005 Director Restricted Stock Unit Award Agreement


This Restricted Stock Unit
Award (the “Award”), is granted on July 29, 2005 (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
                      
restricted stock units, at no cost to you, subject to the restrictions set
forth in the Plan and this Agreement.


3.                                       Your Award is
subject to a six-month restriction period. 
The units will vest six months following the date of grant, on January
30, 2006, and will be payable six months following the date of your termination
of service as a director due to your death, disability, retirement or
resignation.


4.                                       If you
terminate service as a director prior to January 30, 2006, your Award will be
forfeited.


 


5.                                       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 continuing entity may either
continue this Award or replace this Award with an award of at least equal value
with terms and conditions not less favorable than the terms and conditions
provided in this Award Agreement, in which case the Award will vest and become
payable according to the terms of the applicable Award Agreement.  If the continuing entity does not so continue
or replace this Award, the restriction period will lapse with respect to all
units not vested at the time of the Change in Control or your termination, and
all units will vest immediately and will be payable according to paragraph 3
above.  In the event of a Change in
Control, payment of the Award will be made in the common stock of the
continuing entity when due according to the applicable Award Agreement.


6.                                       The units
awarded pursuant to this Agreement cannot be sold, assigned, pledged,
hypothecated, transferred, or otherwise encumbered prior to payment.


7.                                       You will
receive notional dividend units on the awarded units equal to the amount of
dividends paid on OfficeMax’s common stock. 
Dividend units paid on your restricted stock units will be held in
escrow until the restrictions on the respective restricted stock units have
lapsed, the units have vested, and payment of the restricted stock units is
made.  Dividend units paid on forfeited
restricted stock units will be forfeited.


8.                                       With respect to
the awarded units, you are not a shareholder and do not have any voting rights.


9.                                       Vested
restricted stock units will be paid to you in whole shares of OfficeMax common
stock.  Partial units, if any, and
dividend units will be paid in cash.


You must sign this Agreement and
return it to OfficeMax’s Compensation Department on or before August 31,
2005, or the Award will be forfeited. 
Return your executed Agreement to: 
Pam Brown, OfficeMax, 150 Pierce Road, Itasca, IL  60143, or fax your signed form to
630-438-2460.


	
  OfficeMax Incorporated

  	
   

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Signature:

  	
   

  
	
   

  	
  Lorene Flewellen

  	
   

  	
   

  	
   

  
	
   

  	
  Senior Vice President,
  Human Resources

  	
   

  	
  Printed Name: