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| OMX > SEC Filings for OMX > Form 8-K on 28-Jul-2009 | All Recent SEC Filings |
28-Jul-2009
Change in Directors or Principal Officers, Financial Statements and Exhibits
Through the OfficeMax Incentive and Performance Plan (the "Plan") each non-employee director annually receives a form of long-term equity compensation. Since 2007, the amount of that award has been $75,000. On July 22, 2009, the Executive Compensation Committee of the board of directors determined that the form of equity grant to be received by the directors in 2009 is restricted stock units. In connection with the grant, each director will enter into a 2009 Director Restricted Stock Unit Award Agreement dated July 22, 2009 (an "Agreement"), in the form attached hereto as Exhibit 99.1.
The Agreement states that the award is subject to the terms of the Plan. The
Agreement further states that the award will vest six months following the date
of grant, if the recipient is still an OfficeMax Incorporated (the "Company")
director on that date, and that it will be payable in shares of Company common
stock six months following the date of a director's termination of service due
to such director's (i) retirement or resignation from the Board, (ii) death or
(iii) total and permanent disability. Unless otherwise approved by the board,
if a director leaves the board before the award vests, other than as a result of
death or disability, the award will be forfeited. The vesting of the awards may
accelerate upon a change in control upon certain circumstances. The award is
not transferable. Holders of units have no voting rights but do receive
notional dividends, which are accumulated and paid in cash at the time the award
is paid.
This summary does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the form of Agreement, included as Exhibit 99.1 to this filing. Exhibit 99.1 is incorporated by reference into this Item 5.02.
(d) Exhibits.
Exhibit 99.1 Form of 2009 Director Restricted Stock Unit Award Agreement
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