Staples 2006 Annual Report Download - page 68

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The UK Option Plan is administered by our Board of Directors. Our Board of Directors is authorized to adopt,
amend and repeal the administrative rules, guidelines and practices relating to the UK Option Plan and to interpret
the provisions of the UK Option Plan. Our Board of Directors may amend, suspend or terminate the UK Option Plan
at any time. As noted above, our Board terminated the UK Option Plan, effective June 17, 2004, with respect to future
awards. Our Board of Directors has delegated to the Compensation Committee authority to administer certain
aspects of the UK Option Plan.
Our Board of Directors or the Compensation Committee selected the recipients of options under the UK Option
Plan and determined (1) the number of shares of our common stock covered by such options, (2) the dates upon
which such options become exercisable (which is typically 25% on the first anniversary of the date of grant and 2.083%
monthly thereafter), (3) the exercise price of options (which may not be less than the fair market value of our common
stock on the date of grant), and (4) the duration of the options (which may not exceed 10 years). With respect to
options granted within the 30,000 British pound limit, preferential tax treatment generally may only be obtained on
the exercise of the option if the option is exercised after the third and before the tenth anniversary of the date of grant
and more than three years after the previous exercise of an option which has received preferential tax treatment.
Our Board of Directors is required to make appropriate adjustments in connection with the UK Option Plan and
any outstanding options under the UK Option Plan to reflect stock splits, stock dividends, recapitalizations, spin-offs
and other similar changes in capitalization. The UK Option Plan also contains provisions relating to the disposition of
options in the event of a merger, consolidation, sale of all or substantially all of the assets, or liquidation of the
Company.
As of February 3, 2007, approximately 252 associates have outstanding awards under the UK Option Plan.
Compensation Committee Interlocks and Insider Participation
During our 2006 fiscal year, Ms. Barnes, Mr. Blank, Ms. Burton and Mr. Currie served on the Compensation
Committee and were independent directors during such service. Ms. Burton replaced Mr. Currie on the
Compensation Committee following his retirement from our Board of Directors at our 2006 Annual Meeting of
Stockholders. None of our executive officers has served as a director or member of the compensation committee (or
other committee serving an equivalent function) of any other entity whose executive officers served on our
Compensation Committee. In addition, none of our executive officers has served as a member of the compensation
committee (or other committee serving an equivalent function) of any other entity whose executive officers served on
our Board of Directors.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely on our review of copies of reports filed by the directors and the executive officers required to file
such reports pursuant to Section 16(a) under the Securities Exchange Act of 1934, we believe that all of our directors
and executive officers complied with the reporting requirements of Section 16(a) of the Securities Exchange Act of
1934, with the exception of the following: (1) a Form 4 for a grant of restricted stock on February 3, 2007 was filed one
day late for each of Ms. Barnes, Mr. Crittenden, Mr. Moriarty, Mr. Nakasone, Mr. Trust and Mr. Walsh; and (2) a
Form 5 for Mr. Blank’s purchase of shares of our common stock on each of June 5, 2006, June 6, 2006 and June 7,
2006 was filed on March 9, 2007.
Securities and Exchange Commission Filings
We file annual, quarterly and current reports, as well as other information with the Securities and Exchange
Commission. You may read and copy any document that we file from the Securities and Exchange Commission at its
Internet Web site at www.sec.gov or at its Public Reference Room at 100 F Street, N.E., Washington, DC 20549. If you
would like to receive a copy of our Annual Report on Form 10-K for our 2006 fiscal year, or any of the exhibits listed
therein, please call or submit a request in writing to Investor Relations, Staples, Inc., 500 Staples Drive,
Framingham, MA 01702, telephone [phone], and we will provide you with the Annual Report without charge,
or any of the exhibits listed therein upon the payment of a nominal fee (which fee will be limited to the expenses we
incur in providing you with the requested exhibits).