Office Depot 2011 Annual Report Download - page 83

(1) As set forth in the Interim Letter Agreement for Neil Austrian dated November 2, 2010.
(2) As set forth in the Change in Control Agreement dated in December, 2010.
(3) As set forth in the Retention Agreement for Michael Newman dated November 4, 2010.
(4) As set forth in the Executive Employment Agreement for Charles Brown as amended and restated effective
December 31, 2008 and subsequently amended April 26, 2010.
(5) As set forth in the new Letter Agreement for Neil Austrian dated May 23, 2011, these actions are defined as
“good cause.”
(6) As set forth in the Change in Control Agreement for Neil Austrian dated May 23, 2011.
(7) As set forth in the employment letter agreement for Daisy Vanderlinde dated September 8, 2005 as amended
effective December 31, 2008.
(8) As set forth in the Retention Agreement for Elisa D. Garcia dated November 2, 2010.
Good Reason.The following actions constitute “good reason” for all respective agreements described in this
section. Differences reflect various combinations of the time at which agreements were reached, the level of the
position and/or market conditions at the time of the initial hire:
Actions that Constitute “Good Reason”
Neil
Austrian(1)
Michael
Newman(2)
Kevin
Peters(2)
Steven
Schmidt(2)
Elisa D.
Garcia(2)
Charles
Brown
(Former
President,
International
Division)
Daisy
Vanderlinde(2)
(Former
Executive Vice
President,
Human
Resources)
Assignment of duties inconsistent with
executive’s position, authority,
duties or responsibilities or any other
action by the company that
diminishes executive’s position,
authority, duties or
responsibilities ................. X(3)
Failure by the company to comply with
the compensation and benefit
provisions of the agreement ....... X(3)
Requirement that executive be based at
any location not within vicinity of
the company’s headquarters ....... X(3)
Purported termination of executive’s
employment other than as expressly
permitted by the agreement ....... X(3)
Material diminution of executive’s
authorities, duties or
responsibilities ................. X(4) X X X X X(2) X
Material failure by the company to
comply with the compensation and
benefit provisions in the
agreement ..................... X(4) X X X X X(2) X
Material change in the office or
location at which executive is based
or requiring executive to travel on
company business to a substantially
greater extent than required
immediately prior to the change in
control effective date ............ X(4) X X X X X(2) X
Material failure by the company to
require the company’s successor to
assume and perform the
agreement ..................... X(4) X X X X X(2) X
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