Staples 2004 Annual Report Download - page 48

(2) Issued pursuant to our 1987 Stock Option Plan, Amended and Restated 1990 Director Stock Option Plan,
Amended and Restated 1992 Equity Incentive Plan and 2004 Stock Incentive Plan. With respect to these four
plans, the Company continues to grant equity awards only under the 2004 Stock Incentive Plan.
(3) Includes 5,605,456 shares issuable under our Amended and Restated 1998 Employee Stock Purchase Plan, of
which 455,832 shares are issuable in connection with the current offering period that ends on June 24, 2005,
assuming that our associates enroll to the same extent they did during the offering period that ended on
December 31, 2004 and based on a fair market value of $21.90 per share for Staples common stock on January 3,
2005 (the first business day of the current offering period). In the event the fair market value of Staples common
stock is less than $21.90 per share on June 24, 2005, additional shares will be issued by us. This number excludes
the additional 27,830,000 shares that would be available for issuance if Proposal 2 is adopted.
(4) Issued pursuant to our 1997 United Kingdom Company Share Option Plan. The Company no longer grants
equity awards under the 1997 United Kingdom Company Share Option Plan.
(5) Includes 1,644,714 shares issuable under our 1997 United Kingdom Savings Related Share Option Plan, of which
12,442 shares are issuable in connection with the current outstanding options assuming associates elect to use all
of their savings under that Plan to purchase Staples common stock. Includes 969,694 shares issuable under our
Amended and Restated International Employee Stock Purchase Plan, of which 84,526 shares are issuable in
connection with the current offering period that ends on June 24, 2005, assuming that our associates enroll to the
same extent they did during the offering period that ended on December 31, 2004 and based on a fair market
value of $21.90 per share for Staples common stock on January 3, 2005 (the first business day of the current
offering period). In the event the fair market value of Staples common stock is less than $21.90 per share on
June 24, 2005, additional shares will be issued by us.
1997 United Kingdom Savings Related Share Option Plan
In August 1997, the Board of Directors adopted the 1997 United Kingdom Savings Related Share Option Plan
(the ‘‘UK Savings Plan’’), pursuant to which an aggregate of 1,687,500 shares of common stock may be issued to
eligible associates whose employment relationship with the Company or a participating subsidiary is subject to United
Kingdom income tax law. The UK Savings Plan, which was approved by the Department of Inland Revenue of the
United Kingdom in December 1997, is designed to encourage eligible associates to save money and purchase shares of
Staples common stock at a discounted price. We filed the UK Savings Plan with the SEC as an exhibit to our Annual
Report on Form 10-K for the fiscal year ended February 1, 2003.
Each associate, including an officer or director who is also an associate, may participate in the UK Savings Plan,
provided he or she is eligible to participate in such plan under applicable United Kingdom tax law and (i) has been
employed by us or a participating subsidiary for at least 90 continuous days on the invitation date, or (ii) is designated
by the Board of Directors as an eligible associate.
The UK Savings Plan, which is implemented through invitations, provides eligible associates with the opportunity
to make monthly deductions from their pay of between 5 British pounds and 250 British pounds over a three-year
period for investment in an interest bearing tax-free account. The associates’ savings are used to purchase options to
purchase Staples common stock at a discounted price equal to 15% less than the fair market value of Staples common
stock on the invitation date. Subject to limited exceptions, the end of the three-year period, associates have six months
to decide whether to withdraw their savings and guaranteed bonus in cash, purchase Staples common stock at the
discounted price, or buy some Staples common stock at the discounted price and keep some of the cash accumulation.
The UK Savings Plan is administered by our Board of Directors and the Compensation Committee of the Board
of Directors. The Board of Directors and the Compensation Committee have the authority to make rules and
regulations for the administration of the UK Savings Plan. Pursuant to the terms of the UK Savings Plan, the Board of
Directors has appointed the Compensation Committee to administer certain aspects of the UK Savings Plan. The
Board of Directors may at any time amend or terminate the UK Savings Plan as long as the amendment or
termination does not prejudice the rights of any participant without the prior consent of such participant. The UK
Savings Plan contains provisions relating to the exercise or disposition of options in the event of the illness, disability,
retirement, or death of the associate or a change in control, reconstruction or winding up of the Company.
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