Office Depot 2011 Annual Report Download - page 91

on Form 10K for fiscal year 2011, but no later than December 31, 2012 (the “Retention Period”). The Retention
Payment is payable to Mr. Newman in two installments as follows as long as he remains actively employed with
the company until the last day of the Retention Period:
(i) the first installment of $937,500 shall vest upon the earlier of: the date in 2011 that the company files its Form
10-K for the 2010 fiscal year, or December 31, 2011, and shall be payable to Mr. Newman on the earlier of:
within thirty (30) days after the company files its Form 10-K for the 2010 fiscal year or December 31, 2011; and
(ii) the second installment of $1,000,000 shall vest upon the earlier of: the date in 2012 that the company files its
Form 10-K for the 2011 fiscal year, or December 31, 2012, and shall be payable to Mr. Newman on the earlier
of: within thirty (30) days after the company files its Form 10-K for the 2011 fiscal year or December 31, 2012.
The first payment to Mr. Newman under (i) above was made on May 11, 2011.
If prior to the vesting of one or both installments of the Retention Payment, Mr. Newman’s employment is
terminated: (i) by the company as a result of a termination for cause (as defined in the agreement), or (ii) by
Mr. Newman for any reason, the remaining portion of the Retention Payment which has not yet vested shall be
immediately forfeited. If Mr. Newman’s employment is involuntarily terminated prior to the end of the Retention
Period 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 Mr. Newman in addition to any severance benefits that may be payable to him pursuant to the terms in
his Offer Letter, as amended, upon separation from employment, or as set forth in any then applicable change in
control agreement between Mr. Newman and the company. If, as a result of Mr. Newman’s misconduct, the
company is required to prepare an accounting restatement due to the company’s material noncompliance with
any financial reporting requirement under the securities laws, the Board may seek recoupment of the Retention
Payments.
Change in Control Agreement with Mr. Newman Dated December 17, 2010: The substantive provisions of the
Change in Control Agreement between the company and Mr. Newman dated December 17, 2010 accord with
those described above for Mr. Austrian’s Change in Control Agreement dated May 23, 2011.
Agreements with Kevin Peters, President, North America
The company’s President, North America, Kevin Peters, is employed pursuant to the terms of an employment
offer letter agreement with Mr. Peters, dated September 20, 2007, which was subsequently amended effective
December 31, 2008 to bring the agreement into documentary compliance with Code Section 409A. On April 21,
2010 Mr. Peters was promoted to President, North American Retail Division and on July 17, 2011 he was
promoted to President, North America. The company is also a party to a Change in Control Agreement with
Mr. Peters dated December 17, 2010.
Employment Offer Letter Agreement with Mr. Peters dated September 20, 2007, As Amended Effective
December 31, 2008
Mr. Peters is eligible to receive the following:
• a base salary of $625,000 per annum, subject to annual review by the Compensation Committee;
• the right to participate in the company’s bonus plans and equity plans for senior executive officers; and
• certain benefits and perquisites.
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