Staples 2003 Annual Report Download - page 20

Executive Committee
The Executive Committee is authorized, with certain exceptions, to exercise all of the powers of the Board in the
management and affairs of Staples. It is intended that the Committee shall take action only when reasonably necessary to
expedite our interests between regularly scheduled Board meetings. A quorum can only be established by the presence of
both a majority of the members of the Committee and the two non-management members of the Committee. The Committee
did not meet during the fiscal year ended February 1, 2003.
Director Compensation
To help attract high quality directors and be competitive with similar companies, the Board of Directors, upon the
recommendation of the Compensation Committee, approved in March 2003 two changes to how we compensate our non-
employee Directors (“Outside Directors”). Beginning with fiscal year 2003, instead of being compensated exclusively with
equity under the Amended and Restated 1990 Director Stock Option Plan (the “Amended and Restated Director Plan”),
Outside Directors will each also receive $50,000 each fiscal year for their service on the Board. In addition, beginning with
the restricted stock awards granted to the Outside Directors during fiscal year 2003 for service during fiscal year 2002, the
Board eliminated the vesting acceleration feature of the restricted stock awards granted to Outside Directors under the
Amended and Restated Director Plan so that such awards will vest over five years and will not accelerate upon achievement
of earnings targets.
During the fiscal year ended February 1, 2003, Outside Directors were compensated exclusively through equity under
the Amended and Restated Director Plan. Other than as indicated below and except for reimbursement of expenses incurred
in attending meetings of the Directors, Outside Directors did not receive any fees or other cash compensation for their services
as Directors. Senator Mitchell provides consulting services to us in return for an annual fee of $75,000. For services provided
during the fiscal year ended February 1, 2003, Senator Mitchell elected to be paid in the form of Staples common stock,
the receipt of which he has elected to defer.
The Amended and Restated Director Plan authorizes Staples to grant non-qualified stock options and make awards of
restricted stock to Outside Directors. Under the Amended and Restated Director Plan, each Outside Director will
automatically receive, upon his or her initial election as a member of the Board of Directors, a grant of options to purchase
15,000 shares of Staples common stock. In addition, on the date of the first regularly scheduled Board of Directors meeting
following the end of each fiscal year, each Outside Director will automatically receive a grant of options to purchase 3,000
shares of Staples common stock for each regularly scheduled meeting day of the Board of Directors that such Outside Director
attended during the previous 12 months, up to a maximum of 15,000 shares of Staples common stock.
In addition, on the date that Performance Accelerated Restricted Stock (“PARS”) for any year is awarded to our executive
officers, (1) each Outside Director is granted 400 shares of restricted Staples common stock for each regularly scheduled
meeting day of the Board of Directors attended by such Director during the previous fiscal year (up to a maximum of 2,000
shares of restricted stock), and (2) the Lead Director and the Chairperson of each of the Audit, Compensation, and Governance
Committees of the Board of Directors are each granted 200 shares of restricted Staples common stock for each regularly
scheduled meeting day of the Board of Directors attended by such Outside Director during the previous fiscal year (up to a
maximum of 1,000 shares of restricted stock for each position).
With respect to the fiscal year ended February 1, 2003 and in accordance with the Amended and Restated Director
Plan, on March 4, 2003, each of Ms. Burton and Messrs. Mitchell, Moody, Moriarty, Nakasone, Trust and Walsh was granted
an option to purchase 15,000 shares of Staples common stock; Mr. Blank was granted an option to purchase 12,000 shares
of Staples common stock; and each of Ms. Barnes and Mr. Currie was granted an option to purchase 9,000 shares of Staples
common stock. Each option to purchase Staples common stock was granted at an exercise price of $16.60 per share. Pursuant
to the Amended and Restated Director Plan, on the date during fiscal year 2003 that the PARS are awarded to our executive
officers, the following will be awarded: Mr. Moody will be awarded 3,400 shares of restricted Staples common stock; Messrs.
Trust and Walsh will each be awarded 2,800 shares of restricted Staples common stock; Mr. Mitchell will be awarded 2,400
shares of restricted Staples common stock; Ms. Burton and Messrs. Moriarty and Nakasone will each be awarded 2,000
shares of restricted Staples common stock; Mr. Blank will be awarded 1,600 shares of restricted Staples common stock;
and Ms. Barnes and Mr. Currie will each be awarded 1,200 shares of restricted Staples common stock.
All stock options granted under the Amended and Restated Director Plan are granted at an exercise price equal to the
fair market value of Staples common stock on the date of grant. Options to purchase Staples common stock generally become
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