Staples 2014 Annual Report Download - page 85

APPENDIX A
www.staplesannualmeeting.com STAPLES 81
3. Eligibility.
(a) General. Unless otherwise provided in this Section 3 and subject to the requirements of Section 5, any Eligible
Employee on a given Enrollment Date shall be eligible to participate in the Plan.
(b) Non-U.S. Employees. Employees who are citizens or residents of a non-U.S. jurisdiction (without regard to
whether they also are citizens or residents of the United States or resident aliens within the meaning of Section 7701(b)(1)(A) of the
Code) may be excluded from participation in the Plan or an Offering if the participation of such Employees is prohibited under the
laws of the applicable jurisdiction or if complying with the laws of the applicable jurisdiction would cause the Plan or an Offering
to violate Section 423 of the Code. Further, in the case of the Non-423 Component, Eligible Employees may be excluded from
participation in the Plan or an Offering if the Administrator has determined that participation of such Eligible Employees is not
advisable or practicable.
(c) Limitations. Notwithstanding any provisions of the Plan to the contrary, no Eligible Employee will be granted an
option under the Plan (i) to the extent that, immediately after the grant, such Eligible Employee (or any other person whose stock
would be attributed to such Eligible Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company or
any Parent or Subsidiary of the Company and/or hold outstanding options to purchase such stock possessing five percent (5%) or
more of the total combined voting power or value of all classes of the capital stock of the Company or of any Parent or Subsidiary
of the Company, or (ii) to the extent that his or her rights to purchase stock under all employee stock purchase plans (as defined in
Section 423 of the Code) of the Company or any Parent or Subsidiary of the Company accrues at a rate, which exceeds twenty-
five thousand dollars ($25,000) worth of stock (determined at the Fair Market Value of the stock at the time such option is granted)
for each calendar year in which such option is outstanding at any time, as determined in accordance with Section 423 of the Code
and the regulations thereunder.
4. Offering Periods. The Plan will be implemented by consecutive Offering Periods with a new Offering Period commencing
on the first Trading Day on or after January 1 and July 1 of each year, and terminating, respectively, on the last Trading Day on
or before June 30 and December 31 of each year, or on such other dates as the Administrator will determine. Unless and
until the Administrator determines otherwise in its discretion, each Offering Period shall consist of one six (6) month Purchase
Period, which shall run simultaneously with the Offering Period. The Administrator will have the authority to establish additional or
alternative sequential or overlapping Offering Periods, a different duration for one or more Offerings or Offering Periods or different
commencement or ending dates for such Offering Periods with respect to future offerings without stockholder approval if such
change is announced prior to the scheduled beginning of the first Offering Period to be affected thereafter, provided, however,
that no Offering Period may have a duration exceeding twenty-seven (27) months. In addition, to the extent that the Administrator
establishes overlapping Offering Periods with more than one Purchase Period in each Offering Period, the Administrator will have
the discretion to structure an Offering Period so that if the Fair Market Value of the shares of Common Stock on the first Trading
Day of a new Purchase Period within that Offering Period is less than or equal to the Fair Market Value of the shares of Common
Stock on the Enrollment Date, then (i) that Offering Period will terminate immediately as of that first Trading Day, and (ii) the
Participants in such terminated Offering Period will be automatically enrolled in a new Offering Period beginning on the first Trading
Day of such new Purchase Period.
5. Participation. An Eligible Employee may participate in the Plan by (i) submitting to the Company’s designated Human
Resources representative, on or before a date determined by the Administrator prior to an applicable Enrollment Date, a properly
completed subscription agreement authorizing Contributions in the form provided by the Administrator for such purpose, or
(ii) following an electronic or other enrollment procedure determined by the Administrator, and in either case completing any other
forms and following any procedures for enrollment in the Plan as may be established by the Administrator from time to time.
6. Contributions.
(a) At the time a Participant enrolls in the Plan pursuant to Section 5, he or she will elect to have payroll deductions
made on each pay day or other Contributions (to the extent permitted by the Administrator) made during the Offering Period in
an amount not exceeding ten percent (10%) of the Compensation which he or she receives on each pay day during the Offering
Period, or such different maximum percentage as may be determined by the Administrator prior to any Offering Period; should a
pay day occur on an Exercise Date, a Participant shall have the payroll deductions made on such day applied to his or her account
under the current Purchase Period, unless otherwise provided by the Administrator. The Administrator, in its sole discretion, may
permit all Participants in a specified Offering to contribute amounts to the Plan through payment by cash, check or other means
set forth in the subscription agreement prior to each Exercise Date of each Offering Period. A Participant’s subscription agreement
will remain in effect for successive Offering Periods unless terminated as provided in Section 10 hereof.
(b) Payroll deductions for a Participant will commence on the first pay day following the Enrollment Date and
will end on the last pay day of the Offering Period to which such authorization is applicable, unless sooner terminated by the
Participant as provided in Section 10 hereof.
(c) All Contributions made for a Participant will be credited to his or her account under the Plan and payroll
deductions will be made in whole percentages only. A Participant may not make any additional payments into such account.
(d) A Participant may discontinue his or her participation in the Plan as provided in Section 10. If permitted by the
Administrator, as determined in its sole discretion, for an Offering Period, a Participant may increase or decrease the rate of his
or her Contributions during the Offering Period or Purchase Period by (i) properly completing and submitting to the Company’s