Staples 2014 Annual Report Download - page 67

EXECUTIVE COMPENSATION AND COMPENSATION DISCUSSION AND ANALYSIS
www.staplesannualmeeting.com STAPLES 63
If the termination is due to the NEO’s disability, he or she
would be entitled to receive a distribution from our SERP,
generally in accordance with the plan provisions and any
predefined distribution schedule based on the requirements
of Section 409A of the Internal Revenue Code. The NEO
would also be entitled to receive disability payments from our
disability carriers, if the named executive officer has enrolled
in such policy. Disability coverage is generally designed to
replace 60% of the NEO’s compensation up to $600,000 for
each of the named executive officers who participated in the
group disability plan on July 1, 2005. The disability benefit
payouts from disability insurance policies for which the named
executive officer pays the premiums are not included in the
table above. In addition, executive life insurance premiums
will be continued to age 65 as necessary to support the life
insurance coverage in place at the time of disability.
Agreements Affecting Payments
We provide for forfeiture and recovery of undeserved cash,
equity and severance compensation from any associate
that engages in misconduct. We also view recoupment as
a risk management and asset recovery tool for dealing with
particularly harmful or unethical behaviors such as intentional
deceitful acts resulting in improper personal benefit or injury
to the company, fraud or willful misconduct that significantly
contributes to a material financial restatement, violation of the
Code of Ethics and breach of key associate agreements. For
instance, each of the named executive officers has executed
a Proprietary and Confidential Information Agreement that
covers the two year period subsequent to termination of his
employment. Violation of any of the terms of these agreements
entitles us to recover any severance payments and value
received in connection with any equity awards.
EQUITY COMPENSATION PLAN INFORMATION AT 2014
FISCAL YEAR END
Plan Category
Number of Securities to
be Issued upon Exercise
of Outstanding Options,
Warrants and Rights
(a) (1)
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(b) (2)
Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (excluding
securities reflected in
column (a))
(c) (3)
Equity compensation plans approved
by security holders 42,363,966 $20.37 11,455,511
Equity compensation plans not approved
by security holders 0 0 0
Total 42,363,966 $20.37 11,455,511
(1) Includes the maximum number of shares issuable under performance share awards (including the potential 25% increase as
a result of relative TSR performance), as described in the “CD&A” section of this proxy statement, and restricted stock units,
in each case outstanding as of fiscal year end.
(2) Weighted-average exercise price calculation excludes outstanding performance share awards and restricted stock units,
which do not have an exercise price.
(3) Includes 8,005,484 shares available for issuance under our 2014 Stock Incentive Plan as well as 3,450,027 shares available
for issuance under our 2012 ESPP. Does not include shares that may become available for issuance, as provided in the
2014 Stock Incentive Plan, through the expiration, termination, surrendering, cancellation, forfeiture or settlement of awards
granted under our 2014 Stock Incentive Plan or our Amended and Restated 2004 Stock Incentive Plan. Also does not include
shares that may become issuable under the proposed Amendment to the 2012 ESPP described in this proxy statement.