EX-10.2



 Exhibit 10.2 
 Execution Copy 
 TERMINATION AGREEMENT

 This TERMINATION AGREEMENT (this “Agreement”) is made as of February 20, 2013, by and among
Office Depot, Inc., a Delaware corporation (the “Company”), BC Partners, Inc., as the Investor Representative, and the several Investors listed on Schedule 1 hereto (the “Investors”). The Company, BC
Partners, Inc. and the Investors are referred to collectively herein as the “Parties” and each individually as a “Party.” 
 WHEREAS, the Company, BC Partners, Inc. and the Investors are parties to a certain Investor Rights Agreement dated June 23, 2009 (as amended, supplemented or otherwise modified from time to time, the
“Investor Rights Agreement” and the parties thereto, the “Investor Rights Agreement Parties”); 
 WHEREAS, the Company, BC Partners, Inc. and the Investors are also parties to a certain Management Rights Letter dated June 23, 2009 (as amended, supplemented or otherwise modified from time to time,
the “Management Rights Letter”); 
 WHEREAS, on the date hereof, the Company, OfficeMax Incorporated, a
Delaware corporation, and certain of their wholly-owned subsidiaries have entered into an Agreement and Plan of Merger (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”); and 

WHEREAS, the Parties desire to terminate the Investor Rights Agreement and the Management Rights Letter in connection with the
consummation of the merger transactions contemplated by the Merger Agreement. 
 NOW, THEREFORE, the Parties hereto agree as
follows: 
 1. Termination of the Investor Rights Agreement. The Parties agree that, effective at the Effective Time (as
defined below), each of the Investor Rights Agreement and the Management Rights Letter shall be automatically terminated and of no further force or effect. The foregoing termination shall not relieve any Investor Rights Agreement Party of any
liability for damages resulting from any breach of the Investor Rights Agreement (which breach, and liability therefor, shall not be affected hereby). 
 2. Counterparts; Governing Law. This Agreement may be executed in two or more counterparts (including by means of facsimile transmission), each of which shall for all purposes be deemed to be an
original and all of which shall constitute the same instrument. This Agreement shall be governed by the laws of the State of Delaware, without giving effect to conflicts of law provisions. 

3. Complete Agreement. This Agreement embodies the complete agreement and understanding among the Parties and supersedes and
preempts any prior understandings, agreements or representations by or among the Parties, written or oral, which may have related to the subject matter hereof in any way. 







 4. Successors and Assigns. This Agreement is intended to bind, inure to the benefit
of and be enforceable by the Parties and their respective successors and assigns. 
 5. Effective Time; Termination. This
Agreement shall be effective contemporaneously with, and subject to the condition precedent of the occurrence of, the consummation of the merger transactions contemplated by the Merger Agreement (the “Effective Time”). This
Agreement shall be void ab initio and of no force or effect upon the termination of the Merger Agreement prior to the consummation of the merger transactions contemplated by the Merger Agreement. 

6. Jurisdiction; Enforcement. Each of the Parties irrevocably agrees that any legal action or proceeding with respect to this
Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party or its successors or assigns,
shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any
state or federal court within the State of Delaware). The Parties further agree that no Party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy
referred to in this section and each party waives any objection to the imposition of such relief or any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument. Each of the Parties hereby irrevocably
submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this
Agreement in any court other than the aforesaid courts. Each of the Parties hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement,
(a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this section, (b) any claim that it or its property is exempt or immune from
jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the
fullest extent permitted by the applicable law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this
Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the
registered address of a Party shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated by this Agreement. EACH OF THE PARTIES KNOWINGLY, INTENTIONALLY AND VOLUNTARILY WITH
AND UPON THE ADVICE OF COMPETENT COUNSEL IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 

  
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 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written. 
  

			
	OFFICE DEPOT, INC.
		
	By:	 	 /s/ Michael D. Newman

		 	Name: Michael D. Newman
		 	Title: Executive Vice President and
		 	          Chief Financial Officer


 [Signature Page to Termination Agreement] 







 
			
	BC PARTNERS, INC., as the Investor Representative
		
	By:	 	 /s/ Justin Bateman

		 	Name: Justin Bateman
		 	Director
	
	 For and on behalf of the Limited
 Partnerships BC European Capital VIII –
 1 to 12, 14 to 34 and
37:

		
	By:	 	 /s/ Matthew Elston

		 	Name: Matthew Elston
		 	Director, CIE Management II Limited
		 	acting as General Partner of the Limited
		 	Partnerships BC European Capital VIII
		 	– 1 to 12, 14 to 34 and 37
		
	By:	 	 /s/ Laurence McNairn

		 	Name: Laurence McNairn
		 	Director, CIE Management II Limited
		 	acting as General Partner of the Limited
		 	Partnerships BC European Capital VIII
		 	– 1 to 12, 14 to 34 and 37
	
	 For and on behalf of BC European
 Capital 35 SC, 36 SC, 38 SC and 39 SC:

		
	By:	 	 /s/ Matthew Elston

		 	Name: Matthew Elston
		 	Director, LMBO Europe SAS
		 	As Gérant to BC European Capital 35
		 	SC, 36 SC, 38 SC and 39 SC
		
	By:	 	 /s/ Mike Twinning

		 	Name: Mike Twinning
		 	Director, LMBO Europe SAS
		 	As Gérant to BC European Capital 35
		 	SC, 36 SC, 38 SC and 39 SC


 [Signature Page to Termination Agreement] 







 Schedule 1 
 Investors 
  

													
	 Investor
	  	Jurisdiction of
Incorporation	  	Form of Entity	  	Series A
Preferred Owned
Shares	 	  	Series B
Preferred
Owned
Shares	 
	 BC European Capital VIII-1
	  	UK	  	Limited Partnership	  	 	20,046.00	  	  	 	5,506.00	  
	 BC European Capital VIII-2
	  	UK	  	Limited Partnership	  	 	20,186.00	  	  	 	5,543.00	  
	 BC European Capital VIII-3
	  	UK	  	Limited Partnership	  	 	20,723.00	  	  	 	5,690.00	  
	 BC European Capital VIII-4
	  	UK	  	Limited Partnership	  	 	26,615.00	  	  	 	7,309.00	  
	 BC European Capital VIII-5
	  	UK	  	Limited Partnership	  	 	26,615.00	  	  	 	7,309.00	  
	 BC European Capital VIII-6
	  	UK	  	Limited Partnership	  	 	26,382.00	  	  	 	7,244.00	  
	 BC European Capital VIII-7
	  	UK	  	Limited Partnership	  	 	26,382.00	  	  	 	7,244.00	  
	 BC European Capital VIII-8
	  	UK	  	Limited Partnership	  	 	26,172.00	  	  	 	7,187.00	  
	 BC European Capital VIII-9
	  	UK	  	Limited Partnership	  	 	26,382.00	  	  	 	7,244.00	  
	 BC European Capital VIII-10
	  	UK	  	Limited Partnership	  	 	26,055.00	  	  	 	7,155.00	  
	 BC European Capital VIII-11
	  	UK	  	Limited Partnership	  	 	15,703.00	  	  	 	4,312.00	  
	 BC European Capital VIII-12
	  	UK	  	Limited Partnership	  	 	4,202.00	  	  	 	1,154.00	  
	 BC European Capital VIII-14
	  	UK	  	Limited Partnership	  	 	4,674.00	  	  	 	1,283.00	  
	 BC European Capital VIII-15
	  	UK	  	Limited Partnership	  	 	374.00	  	  	 	103.00	  
	 BC European Capital VIII-16
	  	UK	  	Limited Partnership	  	 	2,335.00	  	  	 	641.00	  
	 BC European Capital VIII-17
	  	UK	  	Limited Partnership	  	 	140.00	  	  	 	38.00	  









			                           		                           			                           				                           	
	 BC European Capital VIII-18
	  	UK	  	Limited Partnership	  	 	9.00	  	  	 	3.00	  
	 BC European Capital VIII-19
	  	UK	  	Limited Partnership	  	 	145.00	  	  	 	40.00	  
	 BC European Capital VIII-20
	  	UK	  	Limited Partnership	  	 	135.00	  	  	 	37.00	  
	 BC European Capital VIII-21
	  	UK	  	Limited Partnership	  	 	61.00	  	  	 	17.00	  
	 BC European Capital VIII-22
	  	UK	  	Limited Partnership	  	 	70.00	  	  	 	19.00	  
	 BC European Capital VIII-23
	  	UK	  	Limited Partnership	  	 	47.00	  	  	 	13.00	  
	 BC European Capital VIII-24
	  	UK	  	Limited Partnership	  	 	37.00	  	  	 	10.00	  
	 BC European Capital VIII-25
	  	UK	  	Limited Partnership	  	 	47.00	  	  	 	13.00	  
	 BC European Capital VIII-26
	  	UK	  	Limited Partnership	  	 	747.00	  	  	 	205.00	  
	 BC European Capital VIII-27
	  	UK	  	Limited Partnership	  	 	42.00	  	  	 	12.00	  
	 BC European Capital VIII-28
	  	UK	  	Limited Partnership	  	 	23.00	  	  	 	6.00	  
	 BC European Capital VIII-29
	  	UK	  	Limited Partnership	  	 	23.00	  	  	 	6.00	  
	 BC European Capital VIII-30
	  	UK	  	Limited Partnership	  	 	23.00	  	  	 	6.00	  
	 BC European Capital VIII-31
	  	UK	  	Limited Partnership	  	 	9.00	  	  	 	3.00	  
	 BC European Capital VIII-32
	  	UK	  	Limited Partnership	  	 	14.00	  	  	 	4.00	  
	 BC European Capital VIII-33
	  	UK	  	Limited Partnership	  	 	5.00	  	  	 	1.00	  
	 BC European Capital VIII-34
	  	UK	  	Limited Partnership	  	 	5.00	  	  	 	1.00	  
	 BC European Capital VIII-35 SC
	  	France	  	Sociétés Civiles	  	 	140.00	  	  	 	38.00	  
	 BC European Capital VIII-36 SC
	  	France	  	Sociétés Civiles	  	 	9.00	  	  	 	3.00	  
	 BC European Capital VIII-37
	  	UK	  	Limited Partnership	  	 	9.00	  	  	 	3.00	  
	 BC European Capital VIII-38 SC
	  	France	  	Sociétés Civiles	  	 	5.00	  	  	 	1.00	  
	 BC European Capital VIII-39 SC
	  	France	  	Sociétés Civiles	  	 	5.00	  	  	 	1.00	  
	 Total
	  		  		  	 	274,596.00	  	  	 	75,404.00