Staples 2014 Annual Report Download - page 34

APPROVE AN AMENDMENT TO THE 2012 EMPLOYEE STOCK PURCHASE PLAN (ITEM 2 ON THE PROXY CARD)
30 STAPLES Notice of Annual Meeting of Stockholders
Administration
The 2012 ESPP is administered by the Board, the Compensation
Committee or, to the extent permitted by applicable laws, the
Committee on Employee Benefit Plans as constituted pursuant
to the terms of the Company’s 401(k) Plan. The Board has
determined that the Compensation Committee shall have the
authority to adopt, amend or terminate the 2012 ESPP. The
Board also determined that amendments with an estimated
annual budget impact of $5 million or less may be approved by
the Executive Vice President, Human Resources.
Unless otherwise determined by the Board, the plan
administrator will have the exclusive authority to construe,
interpret and apply the terms of the 2012 ESPP, designate and
change offering and purchase periods, designate subsidiaries
and affiliates for purposes of participation in the 2012 ESPP,
determine eligibility, adjudicate all disputed claims filed under
the 2012 ESPP, change the frequency and number of changes
that may be made to the amount withheld during an offering
or purchase period, permit excess payroll withholding to
adjust for delays or mistakes in the processing of subscription
agreements, establish reasonable waiting and adjustment
periods and accounting and crediting procedures to ensure
that amounts applied toward the purchase of common stock
for each participant properly correspond to their contribution
amounts and establish other limitations or procedures that the
plan administrator determines are advisable and consistent
with the 2012 ESPP.
Further, the plan administrator may adopt rules, procedures
and sub-plans relating to the operation and administration of
the 2012 ESPP to facilitate participation in the 2012 ESPP by
employees who are foreign nationals or employed outside the
United States. To the extent any sub-plan is inconsistent with
the requirements of Code Section 423, it will be considered
part of the Non-423 Component. The provisions of the 2012
ESPP govern any sub-plan unless superseded by the terms of
such sub-plan.
Eligibility
Generally, individuals who are employees of Staples, including
directors of Staples who are also employees, as well as
employees of any of our designated subsidiaries or affiliates,
on the first day of the applicable offering period are eligible
to participate in the 2012 ESPP, subject to the following
limitations:
• participation in the 423 Component is subject to the
eligibility requirements of Code Section 423;
• participation in the Non-423 Component may be
limited by the plan administrator’s determination that an
otherwise eligible employee’s participation is not advisable
or practicable;
• employees who are citizens or residents of a non-U.S.
jurisdiction may be excluded from participation in the
2012 ESPP or an offering if such employees’ participation
would violate the laws of the applicable jurisdiction or
if complying with the laws of the applicable jurisdiction
would cause the 2012 ESPP or offering to violate Code
Section 423; and
• the plan administrator may impose additional eligibility
requirements prior to the enrollment date of an offering
to the extent permitted under Code Section 423 or other
applicable law.
In addition, no employee may be granted an option under the
2012 ESPP if, immediately after the grant, the employee would
own stock and/or hold outstanding options to purchase stock
possessing 5% or more of the total voting power or value of all
classes of stock of Staples or any of its subsidiaries. Further,
no employee may be granted an option under the 2012
ESPP which would give the employee the right to purchase
our common stock under any of the stock purchase plans of
Staples and its subsidiaries at a rate that exceeds $25,000 in
fair market value of such common stock (determined at the
time the option is granted) for each calendar year in which the
option is outstanding at any time.
If a participant ceases to be eligible to participate in the
2012 ESPP during an offering period, he or she will be
deemed to have withdrawn from the 2012 ESPP and the
contributions credited to such participant’s account but not
yet used to purchase our common stock will be returned to
such participant.
Participation in the 2012 ESPP
Participation in the 2012 ESPP is voluntary. An eligible
employee may participate in the 2012 ESPP by submitting
to the designated human resources representative a properly
completed subscription agreement, or by completing an
electronic enrollment procedure, on or before the date
determined by the plan administrator for the applicable offering
period. A participant’s enrollment will authorize a regular
payroll deduction from the compensation he or she receives
during the offering period, and deductions and purchases will
continue at the same rate for future offerings under the 2012
ESPP unless the participant changes his or her enrollment or
withdraws from the 2012 ESPP in the manner and within the
time prescribed by the plan administrator from time to time.
Staples may use all payroll deductions received during an
offering period for any corporate purpose and will not segregate
any such funds unless required under applicable law. No
interest accrues on the contributions paid by the participant
under the 2012 ESPP unless required by applicable law.
As of April 3, 2015, Staples had approximately 78,844
employees (including those employed by its designated
subsidiaries and affiliates) eligible to participate in the
2012 ESPP.