Office Depot 2011 Annual Report Download - page 175

Executive further agrees not to make any remarks disparaging the conduct or character of Office Depot, dealing in any
manner with her tenure as an executive with Office Depot, including the circumstances of her departure from Office Depot.
Should Executive violate this non-disparagement provision, she shall be subject to losing any and all benefits afforded to
her under this Agreement.
Executive will provide her full and truthful testimony, cooperation and assistance in any litigation, investigations, or
administrative proceeding involving any matters with which she was involved during her employment with Office Depot.
Office Depot will reimburse Executive for reasonable travel expenses and other reasonable expenses and costs with the
prior written approval of the Executive Vice President, General Counsel of Office Depot, which are to be incurred in
providing such assistance.
Executive acknowledges and agrees that the terms and provisions of this Agreement, as well as any and all incidents
leading to or resulting from this Agreement, are confidential and shall not be discussed with any individual without the
prior written consent of Office Depot’s Executive Vice President, General Counsel, except that this Agreement shall not
prohibit Executive from required confidential disclosures to her attorney, accountant, or to any governmental taxing
authority, or discussing the matter with her immediate family on a need to know basis or as otherwise required by law.
Pa
g
e 3 of 5
6. Non-Compete, Confidentiality, Non-Disparagement, Cooperation. Executive understands and agrees that, with the
exception of the Employee Non-Competition, Confidentiality, and Non-Solicitation Agreement signed on September 19,
2005 (the “Non-Competition, Confidentiality, and Non-Solicitation Agreement”), this Release Agreement supersedes all
prior agreements and understandings between Executive and Office Depot. Executive understands and agrees that this
Release Agreement and the surviving Non-Competition, Confidentiality, and Non-Solicitation Agreement, constitute the
entire agreement between Office Depot and Executive with respect to Executive’s employment and termination of
employment, that no other promises have been made to Executive, and that Executive has not relied upon any
representation or statement, written or oral, not set forth in this document. Executive expressly acknowledges that the non-
compete, non-solicitation, and confidentiality provisions contained in her Non-Competition, Confidentiality, and Non-
Solicitation Agreement are incorporated into this Release Agreement and remain in full force and effect. The terms set
forth in this Section 6 are material terms of this Release Agreement and are essential to protect Office Depot’s legitimate
interests and relationships. Executive agrees that a breach of any of these terms would cause irreparable harm to Office
Depot, and that Office Depot may seek immediate injunctive relief in a court of law to enforce the terms of this Release
A
g
reement and the survivin
g
Non-Com
p
etition, Confidentialit
y
, and Non-Solicitation A
g
reement.
7. Time to Consider, Right of Revocation. Executive understands and acknowledges that she has until September 1, 2011,
which is at least twenty-one (21) calendar days, to review and consider the provisions of this Agreement, and agrees that
any modifications, material or immaterial, made to this Agreement do not restart the running of the twenty-one (21) day
period. Executive shall not execute this Agreement prior to her Separation Date. Executive further understands that she has
seven (7) calendar days following her execution of this Agreement to revoke her acceptance of this Agreement (the
“Revocation Period”) and that this Agreement shall not become effective or enforceable until the Revocation Period has
ex
p
ired. Revocation of this A
g
reement must be made b
y
deliverin
g
a written notice of revocation to the Executive Vice