ARE REQUIRED TO BE WITHHELD BY
APPLICABLE LAWS OR REGULATIONS.
(E)
THE EXECUTIVE'S OR THE COMPANY'S FAILURE TO
INSIST UPON STRICT COMPLIANCE WITH ANY PROVISIONS OF, OR TO ASSERT ANY RIGHT
UNDER, THIS AGREEMENT SHALL NOT BE DEEMED TO BE A WAIVER OF SUCH PROVISION OR
RIGHT OR OF ANY OTHER PROVISION OF OR RIGHT UNDER THIS AGREEMENT.
(F)
THE EXECUTIVE AND THE COMPANY ACKNOWLEDGE
THAT THIS AGREEMENT AND THE CHANGE OF CONTROL AGREEMENT CONSTITUTE THE ENTIRE
UNDERSTANDING
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OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY OTHER
PRIOR AGREEMENT OR OTHER UNDERSTANDING, WHETHER ORAL OR WRITTEN, EXPRESS OR
IMPLIED, BETWEEN THEM CONCERNING, RELATED TO OR OTHERWISE IN CONNECTION WITH,
THE SUBJECT MATTER HEREOF AND THAT, FOLLOWING THE DATE HEREOF, NO SUCH AGREEMENT
OR UNDERSTANDING SHALL BE OF ANY FURTHER FORCE OR EFFECT.
(G)
THE RIGHTS AND BENEFITS OF THE EXECUTIVE
UNDER THIS AGREEMENT MAY NOT BE ANTICIPATED, ASSIGNED, ALIENATED OR SUBJECT TO
ATTACHMENT, GARNISHMENT, LEVY, EXECUTION OR OTHER LEGAL OR EQUITABLE PROCESS
EXCEPT AS REQUIRED BY LAW.
ANY ATTEMPT BY THE EXECUTIVE TO ANTICIPATE,
ALIENATE, ASSIGN, SELL, TRANSFER, PLEDGE, ENCUMBER OR CHARGE THE SAME SHALL BE
VOID.
(H)
IN CONNECTION WITH ANY TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT, THE EXECUTIVE AGREES TO EXECUTE A CUSTOMARY RELEASE FROM
LIABILITY IN FAVOR OF THE COMPANY AND IT IS UNDERSTOOD THAT NO PAYMENTS SHALL BE
MADE PURSUANT TO SECTION 5(A) HEREOF PRIOR TO THE EXPIRATION OF THE REQUIRED
REVOCATION PERIOD WITH RESPECT TO SUCH RELEASE.
(I)
THE COMPANY AND THE EXECUTIVE AGREE TO
FULLY COOPERATE WITH RESPECT TO THE TIMING AND CONTENT OF ANY PUBLIC
ANNOUNCEMENT REGARDING THE HIRING OF THE EXECUTIVE OR THE EXECUTION OF THIS
AGREEMENT.
(J)
TO THE EXTENT NECESSARY TO EFFECTUATE
THE TERMS OF THIS AGREEMENT, TERMS OF THIS AGREEMENT WHICH MUST SURVIVE THE
TERMINATION OF THE EXECUTIVE'S EMPLOYMENT OR THE TERMINATION OF THIS AGREEMENT
SHALL SO SURVIVE.
(K)
THIS AGREEMENT MAY BE EXECUTED IN SEVERAL
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, AND SAID COUNTERPARTS
SHALL CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
(L)
THE COMPANY SHALL PAY ALL REASONABLE
LEGAL FEES AND EXPENSES INCURRED BY THE EXECUTIVE IN CONNECTION WITH THE
PREPARATION AND NEGOTIATION OF THIS AGREEMENT, UP TO A MAXIMUM OF $20,000.
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IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and,
pursuant to the authorization of its Board, the Company has caused this
Agreement to be executed in its name on its behalf, all as of the day and year
first above written.
OFFICEMAX INCORPORATED
By:
/s/ Lorene Flewellen
Title:
Senior Vice President, Human Resources
/s/ Sam K. Duncan
EXECUTIVE
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