Staples 2007 Annual Report Download - page 68

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Revenue Code. The named executive officer would also be entitled to receive disability payments from our disability
carriers, if the named executive officer has enrolled in such policy. Disability coverage is generally designed to replace
60% of the named executive officer’s compensation up to $400,000 for Mr. Doody and up to $600,000 for each of the
other named executive officers. In addition, executive life insurance premiums will be continued to age 65 as necessary
to support the life insurance coverage in place at the time of disability.
Termination due to death or disability would result in vesting acceleration of certain equity awards, which is
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. The values of accelerated vesting of equity compensation listed
in the tables above represent unvested restricted stock and stock option awards held by the named executive officers
and the unearned shares covered by their performance share awards. In general, any vested stock options may be
exercised by the named executive officer or his estate within one year following termination for death or disability.
Agreements Affecting Payments
Each of the named executive officers has executed a Non-Competition and Non-Solicitation Agreement and a
Confidentiality Agreement that cover the two year period subsequent to termination of his employment. Violation of
any of the terms of these agreements entitles us to recover any severance payments and value received in connection
with any equity awards. In addition, if a named executive officer is terminated for cause or we determine within
6 months of a named executive officer’s resignation that his prior conduct warranted termination for cause, any vested
equity awards will be forfeited and we may recover any profit earned upon the sale or other transfer by the named
executive officer of any vested equity awards.
Securities Authorized for Issuance under Equity Compensation Plans
The following table provides information about the securities authorized for issuance under our equity
compensation plans as of February 2, 2008. The equity compensation plans under which we may grant additional
equity awards consist of the Amended and Restated 2004 Stock Incentive Plan, the Amended and Restated
1998 Employee Stock Purchase Plan and the Amended and Restated International Employee Stock Purchase Plan.
EQUITY COMPENSATION PLAN INFORMATION AT 2007 FISCAL YEAR END
Number of Securities
Remaining Available for
Number of Securities Future Issuance under
to be Issued upon Weighted-Average Equity Compensation
Exercise of Exercise Price of Plans (excluding
Outstanding Options, Outstanding Options, securities reflected in
Warrants and Rights Warrants and Rights column (a)) (2)
Plan category (a) (b) (1) (c)
Equity compensation plans approved by security
holders ............................... 53,736,777 (3) $16.99 19,024,593 (4)
Equity compensation plans not approved by security
holders ............................... 91,314 (5) 13.66 1,619,277 (6)
Total ................................... 53,828,091 $16.98 20,643,870
(1) Weighted-average exercise price calculation excludes outstanding performance share awards and includes
restricted stock units that do not have an exercise price. Excluding restricted stock units, the weighted-average
exercise price of outstanding options, warrants and rights would be $17.93 for equity compensation plans
approved by security holders, $13.66 for equity compensation plans not approved by security holders and $17.92
for all equity compensation plans.
(2) Does not include up to a maximum of approximately 48,600,000 additional shares that may become available for
issuance under the Amended and Restated 2004 Stock Incentive Plan through the expiration, termination,
surrendering, cancellation, forfeiture or settlement of options or restricted stock awards granted under the
Amended and Restated 1992 Equity Incentive Plan (the ‘‘1992 Plan’’), as provided in the Amended and Restated
58