Staples 2004 Annual Report Download - page 27

2,500,000 to 3,500,000 shares per year may become available to us from the 1992 Plan for future issuance under the
Restated Plan. The Restated Plan, however, permits us to issue up to an additional 51,000,000 shares from the 1992
Plan as they become available because the 51,000,000 shares represent the maximum number of shares that could
potentially become available to us under the 1992 Plan for issuance under the Restated Plan.
Administration
The Restated Plan is administered by the Board of Directors. The Board of Directors has the authority to adopt,
amend and repeal the administrative rules, guidelines and practices relating to the Restated Plan and to interpret the
provisions of the Restated Plan. Pursuant to the terms of the Restated Plan, the Board of Directors has delegated
authority under the Restated Plan to the Compensation Committee of the Board of Directors. The Board of Directors
may also delegate authority under the Restated Plan to one or more officers of Staples, except that the Board of
Directors will fix the terms of the awards to be granted by such officers and the maximum number of shares subject to
awards that the officers may grant, and no officer will be authorized to grant awards to himself or herself.
Subject to any applicable delegation by the Board of Directors and any applicable limitations contained in the
Restated Plan, the Board of Directors selects the recipients of awards and determines (1) the number of shares of
Staples common stock covered by options and the dates upon which such options become exercisable, (2) the exercise
price of options (which may not be less than 100% of the fair market value of Staples common stock) (3) the duration
of options (which may not exceed 10 years), (4) the terms of stock appreciation rights and the dates or conditions
upon which such stock appreciation rights become exercisable, and (5) the number of shares of Staples common stock
subject to any restricted stock, restricted stock unit or other stock-based awards and the terms and conditions of such
awards, including, if applicable, conditions for repurchase, issue price and repurchase price.
We are required to make appropriate adjustments or substitutions in connection with the Restated Plan and any
outstanding awards to reflect stock splits, stock dividends, recapitalizations, spin-offs and other similar changes in
capitalization to the extent the Board of Directors deems such adjustment or substitution to be necessary and
appropriate. The Restated Plan also contains provisions addressing the consequences of any ‘‘reorganization event,’’
which is defined as (1) any merger or consolidation of Staples with or into another entity as a result of which all of the
Staples common stock is converted into or exchanged for the right to receive cash, securities or other property or
(2) any exchange of all of Staples common stock for cash, securities or other property pursuant to a share exchange
transaction.
Except as noted below, if any award expires or is terminated, surrendered, canceled or forfeited, the unused
shares of Staples common stock covered by such award will again be available for grant under the Restated Plan,
subject, however, in the case of incentive stock options, to any limitations under the Code. The Restated Plan does not
permit the return of shares for reuse pursuant to new awards as a result of (1) shares not being issued when an award
(other than a SAR) is settled for cash or (2) shares being tendered to Staples upon the exercise of the award or to
satisfy tax withholding obligations (including shares retained from the award creating the tax obligation). In addition,
all shares covered by a SAR, whether or not issued upon exercise of the SAR, may not be returned to the Restated
Plan for re-grant.
Transferability
Awards generally may not be sold, assigned, transferred, pledged or otherwise encumbered by the person to
whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution
or, other than in the case of an incentive stock option, pursuant to a qualified domestic relations order. During the life
of the participant, awards generally are exercisable only by the participant. However, the Board may permit or provide
in an award for the gratuitous transfer of the award to or for the benefit of certain family members where the sale of
the shares covered by the award following the transfer would continue to be eligible for registration by Staples on a
Form S-8.
Provisions for Foreign Participants
The Board of Directors may modify awards granted to participants who are foreign nationals or employed
outside the United States or establish subplans or procedures under the Restated Plan to recognize differences in
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