Staples 2007 Annual Report Download - page 74

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V. Payment Calculations
Each Plan Participant will have a target bonus award (a ‘‘Target Award’’) for each Plan Year. Target Awards will
be expressed as a percentage of the actual base salary paid to the Plan Participant during the Plan Year. The
percentages will be determined by the Committee based on the Plan Participant’s job level and responsibilities and
may vary for different officers or business units. At the end of the Plan Year, the Committee shall determine the
amount, if any, to be paid to each Plan Participant based on the extent that the performance goals established for the
Plan Participant were achieved and shall authorize payment by Staples to the Plan Participant; provided that the
Committee may use negative discretion to decrease, but not increase, the amount of any bonus award otherwise
payable to a Plan Participant.
Any bonus checks will be distributed to Plan Participants within 21⁄2 months following the end of the applicable
Plan Year.
VI. Plan Administration
A. Administration
The Incentive Plan will be administered by the Committee. The Committee will have broad authority for:
determining target bonuses and selecting performance objectives, as described below; for adopting rules and
regulations relating to the Incentive Plan; and for making decisions and interpretations regarding the provisions of the
Incentive Plan, including determining to what extent, if any, specific items are to be counted in the relevant financial
measures for any particular business, the satisfaction of performance objectives and the payment of awards under the
Incentive Plan.
B. Employment at Will
The Incentive Plan does not create an express or implied contract of employment between Staples and a Plan
Participant. Both Staples and the Plan Participants retain the right to terminate the employment relationship at any
time and for any reason.
C. Bonus Provisions (Amendments and Termination)
Bonuses are not earned or vested until actual payments are made. Staples reserves the right at any time prior to
actual payment of bonus awards to amend, terminate or discontinue the Incentive Plan in whole or in part whenever it
is considered necessary.
The Incentive Plan may be amended or terminated by either the Board of Directors or the Committee, provided
that (1) no amendment or termination of the Incentive Plan after the end of a Plan Year may adversely affect the
rights of Plan Participants with respect to their bonus awards for that Plan Year, and (2) no amendment which would
require stockholder approval under Section 162(m) of the Internal Revenue Code may be effected without such
stockholder approval.
D. Rights are Non-Assignable
Neither the Plan Participant nor any beneficiary nor any other person shall have any right to assign the right to
receive payments hereunder, in whole or in part, which payments are non-assignable and non-transferable, whether
voluntarily or involuntarily.
E. Withholding
All required deductions, including without limitation with respect to federal, state or local taxes, will be withheld
from the bonus awards prior to distribution.
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