Office Depot 2011 Annual Report Download - page 96

The following table summarizes the termination events (each as defined in Mr. Brown’s Executive Employment
Agreement) and the payments Mr. Brown was eligible to receive upon each event.
Termination Event Payment
1. Termination for “cause” or
resignation without “good reason”
• accrued compensation and benefits (including vested and earned but
unpaid amounts under incentive plans and other employee programs);
and
• a special retention bonus of up to $3,000,000 to the extent vested as of
the termination date, with such special retention bonus to vest
$1,000,000 on each of September 14, 2010, September 14, 2011, and
September 14, 2012; provided that, Mr. Brown is employed with the
company continuously through each vesting date.
2. Termination resulting from death
or “disability”
• accrued compensation and benefits (including vested and earned but
unpaid amounts under incentive plans and other employee programs);
• a pro rata portion of the target annual bonus; and
• a special retention bonus of $3,000,000.
3. Termination without cause or
resignation for good reason
• accrued compensation and benefits (including vested and earned but
unpaid amounts under incentive plans and other employee programs);
• one point five (1.5) times base salary;
• a pro rata portion of the target annual bonus;
• a payment of 18 times the company’s monthly COBRA and other
welfare plan premiums for the type of coverage in effect for executive
on the date of termination; and
• a special retention bonus of $3,000,000.
Restrictive Covenants
Mr. Brown’s Executive Employment Agreement subjects him to various restrictive covenants that can limit his
post-employment activity. These include a 12-month non-competition period that bars employment or engaging
in any business for any competitor. Other restrictions include non-solicitation and non-interference provisions. In
addition, non-disclosure provisions protect the company’s confidential information and work product.
Change in Control Agreement with Mr. Brown Dated December 16, 2010
The substantive provisions of the Change in Control Agreement between the company and Mr. Brown dated
December 16, 2010 accorded with those described above for Mr. Austrian’s Change in Control Agreement dated
May 23, 2011.
Agreements with Daisy Vanderlinde, Former Executive Vice President, Human Resources
The company’s former Executive Vice President, Human Resources, Daisy Vanderlinde was employed pursuant
to the terms of an employment offer letter agreement with Ms. Vanderlinde, dated September 14, 2005, which
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