Office Depot 2011 Annual Report Download - page 95

position. Mr. Brown’s Executive Employment Agreement was amended as of July 26, 2005 to recognize
Mr. Brown’s promotion to President, International Division, amended and restated effective December 31, 2008
to bring the agreement into documentary compliance with Code Section 409A, and amended as of April 26, 2010
to recognize the addition of a special retention bonus in exchange for the elimination of a walk-away right which
existed under the provisions of Mr. Brown’s Change in Control Agreement in effect at the time. The company
was also a party to a Change in Control Agreement with Mr. Brown dated December 16, 2010.
Payment of Severance Benefits under Executive Employment Agreement for Charles Brown.
On September 26, 2011, Mr. Brown, President, International, was terminated without cause from employment. In
connection with his termination without cause and pursuant to the terms of his previously negotiated Executive
Employment Agreement, Mr. Brown received a severance payment of $4,401,209 which included a retention
bonus that the Compensation Committee had negotiated with Mr. Brown in April 2010 in exchange for
Mr. Brown waiving his walk-away right under his change in control agreement that was in effect at the time.
Executive Employment Agreement with Mr. Brown Dated October 8, 2001, As Amended Effective July 26,
2005, December 31, 2008, and April 26, 2010
The term of Mr. Brown’s Executive Employment Agreement ran until July 25, 2009, which period was
automatically extended for successive one-year periods until Mr. Brown’s termination without cause in
September, 2011.
Mr. Brown was eligible to receive the following:
• a base salary of $625,000 per annum, subject to annual review and upward adjustment by the Compensation
Committee;
• an annual bonus through participation in the company’s annual bonus plan for senior executives or
other bonus plans offered to him; and
• certain benefits and perquisites.
Mr. Brown’s employment was subject to termination by the company or by Mr. Brown at any time, subject to the
terms and conditions of the Executive Employment Agreement. In September 2011, Mr. Brown was terminated
without cause from employment. The respective rights and obligations of Mr. Brown and the company depended
upon the party that initiates the termination and the reason for the termination.
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