Office Depot 2012 Annual Report Download - page 107

Section 2. Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any other
class or series of Preferred Stock of the Corporation ranking prior and superior to the shares of Series C Preferred Stock with respect
to dividends, each holder of a share (a “Share”) of Series C Preferred Stock shall be entitled to receive, when, as and if declared by
the Board of Directors out of funds legally available for that purpose, (i) quarterly dividends payable in cash on the last day of March,
June, September, and December in each year (each such date being a “Quarterly Dividend Payment Date”), commencing on the first
Quarterly Dividend Payment Date after the first issuance of such Share of Series C Preferred Stock, in an amount per Share (rounded
to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 5,000 times the
aggregate per share amount of all cash dividends declared on shares of the Common Stock since the immediately preceding Quarterly
Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a Share of Series C
Preferred Stock, and (ii) subject to the provision for adjustment hereinafter set forth, quarterly distributions (payable in kind) on each
Quarterly Dividend Payment Date in an amount per Share equal to 5,000 times the aggregate per share amount of all non-cash
dividends or other distributions (other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares
of Common Stock, by reclassification or otherwise) declared on shares of Common Stock since the immediately preceding Quarterly
Dividend Payment Date, or with respect to the first Quarterly Dividend Payment Date, since the first issuance of a Share of Series C
Preferred Stock. In the event that the Corporation shall at any time after the Rights Dividend Declaration Date (as that term is defined
in the Rights Agreement dated October 24, 2012 by and between the Corporation and Computershare Shareowner Services LLC)
(i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, (ii) subdivide outstanding
shares of Common Stock or (iii) combine outstanding shares of Common Stock into a smaller number of shares, then in each such
case the amount to which the holder of a Share of Series C Preferred Stock was entitled immediately prior to such event pursuant to
the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of
shares of Common Stock that are outstanding immediately after such event and the denominator of which shall be the number of
shares of Common Stock that were outstanding immediately prior to such event.
(B) The Corporation shall declare a dividend or distribution on Shares of Series C Preferred Stock as provided in
paragraph (A) above immediately after it declares a dividend or distribution on the shares of Common Stock (other than a dividend or
distribution payable in shares of Common Stock); provided, however, that in the event no dividend or distribution shall have been
declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly
Dividend Date, a dividend of $1.00 per Share on the Series C Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and shall be cumulative on each outstanding Share of Series C Preferred Stock from
the Quarterly Dividend Payment Date next preceding the date of issuance of such Share of Series C Preferred Stock, unless the date
of issuance of such Share is prior to the record date for the first Quarterly Dividend Payment Date, in which case, dividends on such
Share shall begin to accrue from the date of issuance of such Share, or unless the date of issuance is a Quarterly Dividend Payment
Date or is a date after the record date for the determination of holders of Shares of Series C Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue
and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid
on Shares of Series C Preferred Stock in an amount less than the aggregate amount of all such dividends at the time accrued and
payable on such Shares shall be allocated pro rata on a share-by-share basis among all Shares of Series C Preferred Stock at the time
outstanding. The Board of Directors may fix a record date for the determination of holders of Shares of Series C Preferred Stock
entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the
date fixed for the payment thereof.
Section 3. Voting Rights. The holders of Shares of Series C Preferred Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set forth, each Share of Series C Preferred Stock shall entitle the
holder thereof to 5,000 votes on all matters submitted to a vote of the holders of Common Stock of the Corporation. In the event the
Corporation shall at any time after the Rights Dividend Declaration Date (i) declare any dividend on outstanding shares of Common
Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of Common Stock or (iii) combine the outstanding shares
of Common Stock into a small number of shares, then in each such case the number of votes per Share to which holders of Shares of
Series C Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding immediately after such event and the denominator of
which shall be the number of shares of Common Stock that were outstanding immediately prior to such event.
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