Staples 2003 Annual Report Download - page 13

Served as a
Director
Since
Ronald L. Sargent, age 47
President and Chief Executive Officer of Staples since February
2002. Prior to that, he served in various capacities since joining
Staples in March 1989, including President and Chief Operating
Officer of Staples from November 1998 to February 2002,
President — North American Operations from October 1997 to
November 1998, and President — Staples Contract & Commercial
from June 1994 to October 1997. Mr. Sargent is also a Director of
Yankee Candle Corporation and Aramark Corporation.
December
1999
Thomas G. Stemberg, age 54
Chairman of the Board of Directors of Staples since February 1988
and an executive officer of Staples with the title of Chairman since
February 2002. Mr. Stemberg founded Staples and was Chief
Executive Officer of Staples from January 1986 to February 2002.
Mr. Stemberg is also a Director of PETsMART, Inc., Polycom, Inc.
and The NASDAQ Stock Market, Inc.
1986
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF
THE NOMINEES AS DIRECTORS.
PROPOSAL 2 — APPROVAL OF EXECUTIVE OFFICER INCENTIVE PLAN
In March 2003, our Board of Directors adopted, subject to approval of our stockholders, the Executive Officer Incentive
Plan (the “Incentive Plan”). The Incentive Plan, which is similar to executive bonus plans adopted by our Board of Directors
in prior years, provides for the payment of annual cash bonus awards to our executive officers based on our performance
or the performance of our business units against specific performance criteria established for that year. The Board of Directors
believes that the Incentive Plan is in the best interests of Staples and our stockholders because it will help align the interests
of our executive officers with those of our stockholders, motivate high levels of performance by our executive officers,
provide an additional means for us to recognize and reward efforts and contributions made by our executive officers to our
success, and help us to attract and retain talented executive officers.
Under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), certain executive compensation
in excess of $1 million per year paid to the Chief Executive Officer or any of the other four most highly compensated executive
officers of a public company is generally not deductible for federal income tax purposes unless such compensation is paid
under a performance-based plan that is approved by the company’s stockholders and satisfies certain other criteria. The Board
of Directors is submitting the Incentive Plan for stockholder approval, and has specifically conditioned implementation of
the Incentive Plan on such stockholder approval, in order to permit Staples to deduct performance based executive
compensation in excess of $1 million, if any, paid to our Chief Executive Officer or any of the other four most highly
compensated executive officers.
Summary of the Incentive Plan
Set forth below is a summary of the principal terms of the Incentive Plan. This summary is qualified in all respects
by reference to the full text of the Incentive Plan, a copy of which is available upon request from our Corporate Secretary
and is on file with the Securities and Exchange Commission (“SEC”) as an exhibit to our Annual Report on Form 10-K
for fiscal 2002.
Term of Plan
The Incentive Plan will cover five fiscal years, beginning with the fiscal year ending January 31, 2004 and ending with
the fiscal year ending February 1, 2008. Each such fiscal year is referred to herein as a “Plan Year”.
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