Staples 2014 Annual Report Download - page 86

APPENDIX A
82 STAPLES Notice of Annual Meeting of Stockholders
designated Human Resources representative, on or before a date determined by the Administrator prior to an applicable Exercise
Date, a new subscription agreement authorizing the change in Contribution rate in the form provided by the Administrator for
such purpose, or (ii) following an electronic or other procedure prescribed by the Administrator. If a Participant has not followed
such procedures to change the rate of Contributions, the rate of his or her Contributions will continue at the originally elected
rate throughout the Offering Period and future Offering Periods (unless terminated as provided in Section 10). The Administrator
may, in its sole discretion, limit the nature and/or number of Contribution rate changes that may be made by Participants during
any Offering Period or Purchase Period, and may establish such other conditions or limitations as it deems appropriate for Plan
administration. Any change in payroll deduction rate made pursuant to this Section 6(d) will be effective as soon as administratively
practicable after the date on which the change is made by the Participant. Notwithstanding the foregoing, unless and until otherwise
determined by the Administrator, a Participant shall not be permitted to increase or decrease his or her rate of Contributions during
an Offering Period, with the exception that a Participant may withdraw from the Plan and receive a refund of Contributions in
accordance with Section 10.
(e) Notwithstanding the foregoing provisions of this Section 6, to the extent necessary to comply with
Section 423(b)(8) of the Code and Section 3(c)(ii), a Participant’s Contributions may be decreased to zero percent (0%) at any
time during an Offering Period. Subject to Section 423(b)(8) of the Code and Section 3(c)(ii) hereof, Contributions will recommence
at the rate originally elected by the Participant effective as of the beginning of the first Offering Period scheduled to end in the
following calendar year, unless terminated by the Participant as provided in Section 10.
(f) Notwithstanding any provisions to the contrary in the Plan, the Administrator may allow Eligible Employees to
participate in the Plan via cash, check or other means instead of payroll deductions if payroll deductions are not permitted under
applicable local law and, for any Offering under the 423 Component, the Administrator determines that cash contributions are
permissible under Section 423 of the Code.
7. Grant of Option. On the Enrollment Date of each Offering Period, each Participant in such Offering Period will be
granted an option to purchase on each Exercise Date during such Offering Period (at the applicable Purchase Price) up to a
number of shares of Common Stock determined by dividing such Participant’s Contributions accumulated prior to such Exercise
Date and retained in the Participant’s account as of the Exercise Date by the applicable Purchase Price; provided that in no
event will a Participant be permitted to purchase during each Purchase Period more than that number of whole shares of Stock
determined by dividing Twelve Thousand Five Hundred Dollars ($12,500) by the Fair Market Value of a share of Common Stock
on the Enrollment Date of such Offering Period and further provided that, if the Purchase Period is any period other than six
(6) months, then the foregoing limit shall be adjusted proportionately to reflect the length of the Purchase Period. The Administrator
may, in its discretion and prior to the Enrollment Date of any Offering Period, (i) change the maximum number of shares of Common
Stock that may be purchased by a Participant in such Offering Period or on any Exercise Date within an Offering Period, including
the method for determining such maximum, or (ii) specify a maximum aggregate number of shares of Common Stock that may
be purchased by all Participants in an Offering Period or on any Exercise Date within an Offering Period. Further, the Board may
limit the number or value of the shares of Common Stock made available for purchase in a qualified period (e.g., twelve (12) month
period) by Participants in specified countries or working for specified Employers, if necessary to avoid securities law filings, achieve
tax objectives or to meet other Company compliance objectives in particular locations outside the United States, provided that any
such limitation is imposed under the Non-423 Component or, with respect to any Offering under the 423 Component, is imposed
on an equal basis to all Participants under such Offering or as otherwise permitted in accordance with Section 423 of the Code
and the U.S. Treasury Regulations thereunder. Exercise of the option will occur as provided in Section 8, unless the Participant has
withdrawn pursuant to Section 10. The option will expire on the last day of the Offering Period.
8. Exercise of Option.
(a) Unless a Participant withdraws from the Plan as provided in Section 10, his or her option for the purchase of
shares of Common Stock will be exercised automatically on the Exercise Date, and the maximum number of full shares subject
to the option will be purchased for such Participant at the applicable Purchase Price with the accumulated Contributions from his
or her account. Unless otherwise determined by the Administrator prior to the Enrollment Date of any Offering Period, fractional
shares calculated up to five (5) decimal places will be purchased. In the event that the Administrator determines not to allow the
purchase of fractional shares, any Contributions accumulated in a Participant’s account which are not sufficient to purchase a
full share may be retained in the Participant’s account for the subsequent Offering Period or Purchase Period, subject to earlier
withdrawal by the Participant as provided in Section 10. Any other funds left over in a Participant’s account after the Exercise Date
will be returned to the Participant. During a Participant’s lifetime, a Participant’s option to purchase shares hereunder is exercisable
only by him or her.
(b) If the Administrator determines that, on a given Exercise Date, the number of shares of Common Stock with
respect to which options are to be exercised may exceed (i) the number of shares of Common Stock that were available for sale
under the Plan on the Enrollment Date of the applicable Offering Period, or (ii) the number of shares of Common Stock available
for sale under the Plan on such Exercise Date, the Administrator may in its sole discretion (x) provide that the Company will
make a pro rata allocation of the shares of Common Stock available for purchase on such Enrollment Date or Exercise Date,
as applicable, in as uniform a manner as will be practicable and as it will determine in its sole discretion to be equitable among
all Participants exercising options to purchase Common Stock on such Exercise Date, and continue all Offering Periods then in
effect or (y) provide that the Company will make a pro rata allocation of the shares available for purchase on such Enrollment Date
or Exercise Date, as applicable, in as uniform a manner as will be practicable and as it will determine in its sole discretion to be
equitable among all Participants exercising options to purchase Common Stock on such Exercise Date, and terminate any or all
Offering Periods then in effect pursuant to Section 21. The Company may make a pro rata allocation of the shares available on
the Enrollment Date of any applicable Offering Period pursuant to the preceding sentence, notwithstanding any authorization of
additional shares for issuance under the Plan by the Company’s stockholders subsequent to such Enrollment Date.