Staples 2014 Annual Report Download - page 35

APPROVE AN AMENDMENT TO THE 2012 EMPLOYEE STOCK PURCHASE PLAN (ITEM 2 ON THE PROXY CARD)
www.staplesannualmeeting.com STAPLES 31
Withdrawal
A participant may at any time prior to the deadline and in
accordance with the procedures as may be established by
the plan administrator permanently withdraw all (but not less
than all) the contributions credited to the participant’s account,
resulting in the withdrawal from the offering. If a participant
withdraws, he or she is not permitted to participate again
during the remainder of the applicable offering. Participants
who withdraw may participate in subsequent offerings in
accordance with the normal enrollment procedures established
by the plan administrator.
Offering Periods
The 2012 ESPP will be implemented by consecutive offering
periods commencing on the first trading day on or after
January 1 and July 1 of each year, and ending, respectively, on
the last trading day on or before June 30 and December 31 of
each year. Each offering period will consist of one six-month
purchase period that will run simultaneously with the offering
period. However, the plan administrator may, in its discretion,
change the dates, duration and other terms of an offering
period if such change is announced prior to the beginning of
the first offering period affected. No offering period may be
longer than 24 months. Payroll deductions will be made during
the offering period and held for the purchase of our common
stock at the end of the purchase period.
Payroll Deductions; Purchase Price
Staples will make payroll deductions from enrolled
participants’ compensation during the offering period in an
amount of up to 10% of an individual’s compensation for the
offering period. Once the employee has properly enrolled,
he or she will be deemed to have been granted an option
on the applicable offering commencement date to purchase
up to the number of shares of common stock determined
by dividing the participant’s payroll deductions accumulated
during the purchase period by the applicable purchase price.
Under the terms of the 2012 ESPP, the purchase price is an
amount equal to 85% of the fair market value (as determined
in accordance with the provisions of the 2012 ESPP) per share
of our common stock on the last trading day of such period.
However, the plan administrator has the authority to determine
a different purchase price in its sole discretion. In no event will a
participant be permitted to purchase during a purchase period
more than (1) the number of shares determined by dividing
(A) $12,500 by (B) the fair market value (as determined in
accordance with the provisions of the 2012 ESPP) of common
stock on the first trading day of the applicable offering period,
or (2) such other number of shares as determined by the plan
administrator prior to the first day of the applicable offering
period. If a purchase period is for any period other than six
months, the $12,500 amount will be adjusted proportionately
to reflect the length of the purchase period.
Dividends on Shares Purchased Under the 2012 ESPP
Unless the plan administrator determines otherwise, shares
that participants receive under the 2012 ESPP and hold in an
account with the financial institution designated by Staples
must participate in the Staples dividend reinvestment program
(the “DRIP”). Participants in the DRIP will receive shares of our
common stock instead of cash if any cash dividend is paid on
shares of our common stock.
Transferability
Neither payroll deductions credited to a participant’s account
nor any rights to exercise an option or to receive shares of
common stock under the 2012 ESPP may be assigned,
transferred, pledged or otherwise disposed of in any way
by the participant other than by will or the laws of descent
and distribution.
Dissolution or Liquidation
In the event of a proposed dissolution or liquidation, any
offering period in progress will be shortened and will terminate,
at the latest, immediately prior to the consummation of
such dissolution or liquidation, unless the plan administrator
provides otherwise.
Change in Control
In the event of a change in control of Staples (as defined in
the 2012 ESPP), the 2012 ESPP provides for the successor
corporation either to assume all outstanding options or
substitute equivalent options for such outstanding options.
If the successor corporation refuses to assume or substitute
for any outstanding options, the plan administrator will either
cancel such outstanding options prior to the effective date
of the change in control and refund all contributions to the
participants or shorten the offering period with respect to such
options to end on a date prior to the change in control. In
addition, if Staples merges into another corporation and the
holders of capital stock of Staples immediately prior to the
merger continue to hold at least 75% by voting power of the
capital stock of the surviving corporation, then the holders
of outstanding options will be entitled to receive on the next
exercise date securities or property that holders of common
stock were entitled to receive in connection with the merger
with respect to each share of common stock.