Staples 2007 Annual Report Download - page 66

The cash severance payments listed in the tables above represent the value of salary and bonus continuation to
the named executive officers under the severance benefits agreements. The values of accelerated vesting of equity
compensation listed in the tables above represent unvested restricted stock and stock option awards held by
Messrs. Sargent and Mahoney, exclude the unearned shares covered by Mr. Sargent’s performance share awards, and
include the unearned shares covered by Mr. Mahoney’s performance share awards. Mr. Sargent’s unvested restricted
stock and stock option awards are accelerated upon termination without cause pursuant to his severance benefits
agreement, and his performance share awards are forfeited upon termination without cause or resignation for good
reason. Under our rule of 65, Mr. Mahoney’s unvested restricted stock and stock option awards are accelerated and
the share payout, if any, under his performance share awards will be based on actual results and occur at the end of
the performance period as if he had been employed throughout such period. Any vested stock options may be
exercised by the named executive officer within three years following termination without cause or resignation for
good reason. The named executive officer’s benefits under our SERP, which include contributions by us and the
named executive officer and any investment gains, generally will be paid in accordance with the plan provisions and
any predefined distribution schedule based on the requirements of Section 409A of the Internal Revenue Code. The
continuation of benefits listed in the tables above include health, dental and executive life insurance coverage
provided under the severance benefits agreements and, for Mr. Mahoney, the provision of long-term care coverage
beginning at age 65 under a group long-term care insurance plan. The amounts listed are estimates based on the
current policies in place after applying a reasonable benefit cost trend. The individual components comprising the
continuation of benefits are set forth in the table below.
Continuation of Benefits — Termination without Cause or Resignation for Good Reason
Executive Life Long-Term
Name Health Dental Insurance Care
Ronald L. Sargent ......................... $16,450 $943 $242,060 0
John J. Mahoney .......................... 11,972 781 103,761 $10,254
Michael A. Miles, Jr. ....................... 11,972 781 2,725 0
Joseph G. Doody .......................... 4,950 253 46,481 0
Demos Parneros ........................... 7,833 515 17,749 0
Termination Following Change-in-Control — Severance Benefits Agreements
Under our severance benefits agreements with the named executive officers, if we terminate the named executive
officer’s employment without cause or the named executive officer resigns for good reason within two years following
a change-in-control of Staples, the named executive officer would receive payments in addition to those triggered by a
termination without cause or resignation for good reason. The circumstances constituting a change-in-control of
Staples are specifically described in the severance benefits agreements for the named executive officers, which are
listed as exhibits to our most recent Annual Report on Form 10-K. In general, a change-in-control will occur if
another person becomes the owner of 30% or more of the combined voting power of our stock, there is an unwelcome
change in a majority of the members of our Board of Directors, or our stockholders approve a merger with another
entity in which our stockholders fail to own more than 75% of the combined voting power of the surviving entity.
Upon a termination following a change-in-control, Mr. Sargent would receive an additional 12 months of salary,
bonus, and certain health and welfare benefits, and each other named executive officer would receive an additional
six months of salary, bonus and health and welfare benefits. Under the terms of Mr. Sargent’s severance benefits
agreement, we will also reimburse Mr. Sargent for any excise tax under Section 280G of the Internal Revenue Code
and any additional tax under Section 409A of the Internal Revenue Code incurred in connection with a termination
without cause or resignation for good reason following a change-in-control of Staples. In addition, the vesting or
payout of the named executive officers’ restricted stock awards, stock option awards and performance share awards is
accelerated following a change-in-control, as described under the caption ‘‘Accelerated Vesting of Awards’’ following
the Grants of Plan-Based Awards for 2007 Fiscal Year table earlier in this proxy statement.
56