Office Depot 2011 Annual Report Download - page 188

2.11 “Release Period” shall be as defined in Section 3.2.
2.12 “Retention Payment” shall be as defined in Section 3.1.
2.13 “Retention Payment Date” or “Retention Payment Dates” shall be as defined in Section 3.1.
2.14 “Retention Period” shall be as defined in Section 1.
2.15 “Separation Date” shall mean the date specified in the Notice of Separation (which may be immediate) as the date upon
which Executive’s employment with the Company is to terminate.
3.1 In General. In consideration of Executive’s agreement to continue employment with the Company during the Retention
Period, Executive is eligible to earn a retention payment of up to one-and-a-half million dollars ($1,500,000.00) (“Retention
Payment”), if Executive remains actively employed until the last day of the Retention Period. The Retention Payment shall be payable
to Executive in three equal installments of five-hundred thousand dollars ($500,000), with the first payment vested on November 1,
2011, the second payment vested on November 1, 2012, and the final payment vested on November 1, 2013 (each, a “Retention
Payment Date” and collectively, the “Retention Payment Dates”); provided that, Executive remains actively employed until each
Retention Payment Date. Each installment payable to Executive under this Section shall be paid to Executive within thirty (30) days
after each such Retention Payment Date. If prior to any Retention Payment Date, Executive’s employment is terminated: (i) by the
Company as a result of a termination for Cause, or (ii) by Executive for any reason, the remaining portion of the Retention Payment
which has not yet vested shall be immediately forfeited. Upon Executive’s receipt of the full Retention Payment under this
Agreement, the Company shall have no further obligation to Executive with respect to the subject matter under this Agreement. This
Agreement shall terminate upon the expiration of the Retention Period.
3.2 Retention Payment Upon Involuntary Termination Without Cause. If Executive’s employment is involuntarily terminated
prior to November 1, 2013 by the Company for any reason other than Cause, any such termination shall result in an immediate
vesting of the remaining portion of the Retention Payment which has not yet vested. Such Retention Payment shall be payable to
Executive in addition to any severance benefits that may be payable to Executive pursuant to the Offer Letter upon separation from
employment, or as set forth in any then applicable Change in Control Agreement the Executive and the Company may be Parties to.
Any amounts due under this Section 3.2 by Company are contingent upon Executive executing the Company’s customary release and
covenant-not-to-sue agreement in favor of the Company, its officers, directors, employees, agents, parent corporation or subsidiaries,
affiliates or divisions, its successors, assigns, beneficiaries, servants, legal representatives, insures and heirs. The Company shall
provide the proposed release to Executive not later than seven (7) days following Executive’s Separation Date. Executive must
(i) execute and return the release to the Employer within the period specified in the release (which will not be more than 45 days after
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3. RETENTION PAYMENT