Office Depot 2011 Annual Report Download - page 187

2.2 “Board” or “Board of Directors” shall mean the Board of Directors of the Company.
2.3 “Cause” means the occurrence of any one of the following:
(a) the continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its
affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for
substantial performance is delivered to the Executive by the Board or the Chief Executive Officer of the Company which specifically
identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the
Executive’s duties and providing the Executive with thirty (30) days to cure, or
(b) the engaging by the Executive in illegal conduct or gross misconduct in violation of the Company’s Code of Ethical
Behavior.
Any act, or failure to act, based upon authority given pursuant to a resolution duty adopted by the Board or upon the instructions
of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall be
conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The
cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the
Executive a copy of a resolution duly adopted by the Company’s Board of Directors, finding that, in the good faith opinion of the
Board, the Executive is guilty of the conduct described in subsection (a) or (b) above, and specifying the particulars thereof in detail.
2.4 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated
thereunder.
2.5 “Company” shall mean Office Depot, Inc. or any successor to its business and/or assets.
2.6 “Effective Date” shall mean the date this Agreement is signed by the Executive.
2.7 “Executive” shall mean Elisa D. Garcia C.
2.8 “Notice of Separation” shall mean a written notice from one Party to the other Party under Section 4.5 specifying the
Separation Date and which, if required by this Agreement, sets forth in reasonable detail the facts and circumstances relating to the
basis for Executive’s separation from employment.
2.9 “Offer Letter” shall mean Executive’s Offer Letter dated May 15, 2007, as amended December 31, 2008, and as may be
amended from time to time.
2.10 “Party” or “Parties” shall mean the Company and the Executive individually or collectively, respectively.
Pa
g
e 2