Office Depot 2011 Annual Report Download - page 69

amounts reflect the total grant date fair value for these awards, and do not correspond to the actual value that will be recognized by each of the NEOs
when received. Assumptions used in the calculation of these award amounts are included in Note A to the consolidated financial statements included
in our Annual Report on Form 10-K for the year ended December 31, 2011.
(3) The amounts in column (g) reflect cash awards earned under the 2011 Bonus Plan, which is previously discussed in more detail in the Compensation
Discussion and Analysis (“CD&A”) under the “Annual Cash Bonus” section. While such amounts were earned for fiscal year 2011 performance, they
will not be paid to the NEOs until March 9, 2012. Fiscal year 2011 consisted of a 53-week period.
(4) The Other Compensation Table for Fiscal Year 2011 that follows reflects the types and dollar amounts of perquisites, other personal benefits, and
severance arrangements provided to the NEOs during the fiscal year 2011. For purposes of computing the dollar amounts of the items listed in the
following table, the actual out-of-pocket costs to the company of providing the perquisites, other personal benefits, and severance arrangements to the
NEOs was used. Each perquisite, other personal benefit, and severance arrangement included in the Table that follows is described in more detail in
the narratives immediately following the Table.
(5) Effective May 23, 2011, Mr. Austrian was appointed as the company’s Chair and CEO. Set forth in this table is the compensation that Mr. Austrian
has earned during fiscal year 2011 for his service as Interim Chair and CEO from December 26, 2010 through May 22, 2011, and as Chair and CEO
from May 23, 2011 through December 31, 2011, pursuant to the terms of his letter agreements with the company, which are described under the
“Summary of Executive Agreements and Potential Payments Upon Termination or Change of Control” section. In addition to the compensation
described in the Summary Compensation Table and Grants of Plan-Based Award Tables, in 2011, Mr. Austrian also received stock awards for his
service as a director of the company prior to his appointment as Chair and CEO, which is reflected in the “Director Compensation Table for Fiscal
Year 2011.”
(6) Pursuant to the terms of his Retention Agreement which is described under the “Summary of Executive Agreements and Potential Payments Upon
Termination or Change of Control” section, Mr. Newman earned the first installment of his Retention Payment in March 2011.
(7) Pursuant to the terms of her Retention Agreement which is described under the “Summary of Executive Agreements and Potential Payments Upon
Termination or Change of Control” section, Ms. Garcia earned the first installment of her Retention Payment in November 2011.
(8) In 2010, Mr. Brown accrued a $1,000,000 retention bonus pursuant to his amended Executive Employment Agreement, which is described under the
“Summary of Executive Agreements and Potential Payments Upon Termination or Change of Control” section. This retention bonus was accrued on
September 14, 2010 to be payable in connection with Mr. Brown’s termination of employment. Mr. Brown was terminated in September 2011 and
received a severance payment as reported under column (i), in addition to this retention bonus.
(9) Mr. Brown was terminated by the company on September 26, 2011. In connection with Mr. Brown’s termination of employment, he became entitled
to a severance payment pursuant to the terms of his previously negotiated Executive Employment Agreement, which is described under the “Summary
of Executive Agreements and Potential Payments Upon Termination or Change of Control” section. In addition to the severance payment, Mr. Brown
was paid a $1,000,000 retention bonus accrued in 2010, which is disclosed in Footnote 8 above. Mr. Brown’s severance payment will be paid to him
in cash on March 26, 2012 and is disclosed on the “Other Compensation Table for Fiscal Year 2011” that follows.
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