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severance pay for a period of twelve months based upon Mr. Vero’s ending salary of $566,032,

any amounts due pursuant to OfficeMax’s long-term incentive and annual incentive programs, subject to the terms of those programs, and

continued health, dental and vision coverage at the associate rate for a twelve-month period.

to return all property, records and information of OfficeMax,

to preserve the confidentiality of all confidential and proprietary information of OfficeMax and not to disparage OfficeMax in any way,

during the period benefits are provided under the Release, not to directly or indirectly, in conjunction with any other person or entity, solicit or attempt to solicit, for the purpose of selling or distributing products or services competitive with those sold or distributed by OfficeMax, any business-to-business customer of OfficeMax (not already a business to business customer of Mr. Vero’s new employer at the time of the solicitation) on or about which Mr. Vero or his subordinate called or acquired special knowledge in the last twelve (12) months of Mr. Vero’s employment with OfficeMax.

during the period benefits are provided under the Release, not to solicit, induce or attempt to induce any then-current associate of OfficeMax to leave its employ, or in any way interfere with the relationship between OfficeMax and its associates.

during the period benefits are provided under the Release, not to directly or indirectly, in a role having any responsibility similar to the Core Responsibilities (defined below) which Mr. Vero had with OfficeMax, be employed by, provide services for or on behalf of, or consult with:

Staples, Office Depot, W.B. Mason, FedEx/Kinko’s, Best Buy, United Stationers, S.P. Richards, Radio Shack or Amazon,

any supplier from which OfficeMax purchased or obtained, whether directly or indirectly, office supplies, office furniture, technology-related products or computer consumables, print and document services, or related office products and services from which OfficeMax made in excess of $25 million in net purchases during the last twelve (12) months of Mr. Vero’s employment with OfficeMax, or

any business or person for whom greater than 35% of its revenues in any country in which OfficeMax operates are comprised of the direct sale or distribution, whether wholesale or retail, of office supplies, janitorial/sanitation products for use in an office environment, office furniture, technology-related office products and/or computer consumables, managed print services, print and document services, and related office products or services.

These limitations apply in North America, Taiwan, China, Australia and New Zealand.

Mr. Vero’s “Core Responsibilities” include:

managing the merchandising team, which included responsibility for the selection of products for retail stores and assortment selection for business to business sales, full planning of sell-through for the retail business, and responsibility for the overall retail profit and loss statement;

managing the marketing team, which included responsibility for marketing of OfficeMax retail stores and business to business sales and overall management of the OfficeMax brand worldwide;

managing the global sourcing team responsible for sourcing products for OfficeMax and its subsidiaries and affiliates globally; and,

managing e-commerce.

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