Office Depot 2011 Annual Report Download - page 173

Exhibit 10.37
SEPARATION AGREEMENT
This Separation Agreement (the “Agreement”) between Daisy Vanderlinde (hereinafter referred to as “Executive,” a term
which includes the successors, assigns, beneficiaries, personal representatives, and heirs of Daisy Vanderlinde) and Office Depot, Inc.
(hereinafter referred to as “Office Depot” or “Company,” terms which include each and every officer, director, employee, agent,
parent corporation or subsidiary, affiliate or division, its successors, assigns, beneficiaries, servants, legal representatives, insures and
heirs) is presented to Executive on July 18, 2011.
WHEREAS Executive’s last day of employment is August 31, 2011 (the “Separation Date”);
WHEREAS Executive is entitled to any unpaid wages that she has earned through the Separation Date and payment for
any accrued unused vacation time in her Grandfathered Accrual;
WHEREAS Executive is entitled to any vested benefits in her 401(k) account, regardless of whether she signs this
Agreement; and
WHEREAS Executive may apply for COBRA coverage provided by law at her expense regardless of whether she signs
this Agreement.
FOR AND IN CONSIDERATION of the foregoing, and other good and valuable consideration as set forth below, the
Parties agree as follows:
The payments specified above do not provide for a deferral of compensation under section 409A of the Internal Revenue
Code of 1986, as amended (“Section 409A”) and, therefore, all payments are intended to be exempt from Section 409A
under the short-term deferral exemption of Treasury Reg. § 1.409A-1(b)(4).
Executive acknowledges that the Severance Benefit set forth in this Section 1 satisfies in full the severance obligations in
Executive’s offer letter dated September 8, 2005, as amended effective December 31, 2008. Executive further
acknowledges that the Severance Benefit set forth in this Section 1 is conditional upon her execution and non-revocation of
this Agreement, and Executive’s adherence to her post-employment obligations contained herein, including, without
limitation, the obligations set forth in Section 7.
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1. Severance Benefit. Office Depot agrees to pay Executive the total sum of $1,572,296.00 which shall be referred to as the
“Severance Benefit”. As a condition to receipt of the Severance Benefit, Executive must (i) execute and return this
Agreement within the time period set forth in Section 7, and (ii) not exercise her right of revocation as set forth in
Section 7. The total time period described in (i) and (ii) above is the “Release Period.” Payment of the Severance Benefit
will be made as follows: (1) a check made payable to Deutsch Rotbart & Associates, P.A., in the amount of $56,100,
subject to a W-9 and (2) check made payable to Executive in the amount of $1,516,196 in a lump sum, less applicable
taxes, other deductions required by law, and/or any amounts due Office Depot, within fifteen (15) days following the
expiration of the Release Period. Of this $1,516,196 payable to Executive, a total of $76,296 equates to 18 months of
COBRA premiums for medical, dental, and vision based on the coverage rates in effect on the Separation Date. No
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