Staples 2002 Annual Report Download - page 15

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FISCAL YEAR 2003 EXECUTIVE OFFICER INCENTIVE PLAN BENEFITS
Name and Position
Fiscal Year 2003
Target Award
(% of 2003 Base Salary)
Fiscal Year 2003
Bonus Dollar Value
(Minimum/Maximum)
Ronald L. Sargent ..................................
President & Chief Executive Officer
100% $0/$2,000,000
Thomas G. Stemberg ...............................
Chairman & Chairman of the Board
100% $0/$2,000,000
Joseph S. Vassalluzzo ...............................
Vice Chairman
60% $0/$646,464
Basil L. Anderson ..................................
Vice Chairman
60% $0/$563,418
John J. Mahoney ....................................
Exec. Vice President & Chief
Administrative Officer
60% $0/$640,140
Executive Group (8 persons) ........................ 45%–100% $0/$6,913,022
Non-Executive Director Group (1) .................. — —
Non-Executive Officer Employee Group (1) ........ — —
(1) Not eligible to participate in the Executive Officer Incentive Plan.
Amendments and Termination
The Incentive Plan may be amended or terminated by either the Board of Directors or the Compensation Committee,
provided that (i) no amendment or termination of the Incentive Plan after the end of a Plan Year may adversely affect the
rights of executive officers with respect to their bonus awards for that Plan Year, and (ii) no amendment which would require
stockholder approval under Section 162(m) of the Code may be effected without such stockholder approval.
Federal Income Tax Consequences
Payments received by executive officers under the Incentive Plan will be income subject to tax at ordinary income rates
when received. Since the Incentive Plan is intended to comply with the requirements of Section 162(m) of the Code, if the
Plan is approved by stockholders at the Annual Meeting, the bonus payments made in accordance with the terms of the
Incentive Plan will be deductible for Staples and not subject to disallowance under Section 162(m) of the Code.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE
COMPANY’S EXECUTIVE OFFICER INCENTIVE PLAN.
PROPOSAL3—RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors, at the recommendation of the Audit Committee, has selected the firm of Ernst & Young LLP
as our independent auditors for the current fiscal year. Ernst & Young LLP has served as our independent auditors since
our inception. Although stockholder approval of the Board of Directors’ selection of Ernst & Young LLP is not required
by law, the Board of Directors believes that it is advisable to give stockholders an opportunity to ratify this selection. If
this proposal is not approved at the Annual Meeting, the Board of Directors may reconsider its selection.
Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have the opportunity
to make a statement if they desire to do so and will also be available to respond to appropriate questions from stockholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF ERNST
& YOUNG LLP AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE CURRENT FISCAL YEAR.
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