Staples 2007 Annual Report Download - page 69

2004 Stock Incentive Plan. In addition to being available for future issuance upon exercise of options that may be
granted after February 2, 2008, one-half of the total number of shares of common stock covered by the Amended
and Restated 2004 Stock Incentive Plan (including any shares that may become available through the 1992 Plan,
as described above) may be granted in the form of restricted stock or other stock-based awards other than options
or stock appreciation rights.
(3) Issued pursuant to our Amended and Restated 1990 Director Stock Option Plan, the 1992 Plan and our
Amended and Restated 2004 Stock Incentive Plan. With respect to these three plans, we continue to grant equity
awards only under the Amended and Restated 2004 Stock Incentive Plan. Includes a number of shares estimated
as of our 2007 fiscal year end that are issuable under performance share awards described under the heading
‘‘Long-Term Equity Incentives’’ in the Compensation Discussion and Analysis section of this proxy statement.
(4) Includes 1,971,262 shares issuable under our Amended and Restated 1998 Employee Stock Purchase Plan and
302,537 shares issuable under our Amended and Restated International Employee Stock Purchase Plan, of which
611,590 shares and 127,207 shares, respectively, are issuable in connection with the current offering period that
ends on June 30, 2008, assuming that our associates enroll to the same extent they did during the offering period
that ended on December 31, 2007 and based on a fair market value of $22.20 per share for our common stock on
January 2, 2008 (the first business day of the current offering period). In the event the fair market value of our
common stock is less than $22.20 per share on June 30, 2008, we will issue additional shares for the current
offering period.
(5) Issuable pursuant to our 1997 United Kingdom Company Share Option Plan. We no longer grant equity awards
under the 1997 United Kingdom Company Share Option Plan.
(6) Includes 1,619,277 shares issuable under our 1997 United Kingdom Savings Related Share Option Plan, of which
12,500 shares are issuable in connection with the current outstanding options assuming associates elect to use all
of their savings under that plan to purchase our common stock.
1997 United Kingdom Savings Related Share Option Plan
In August 1997, our Board of Directors adopted the 1997 United Kingdom Savings Related Share Option Plan
(the ‘‘UK Savings Plan’’), pursuant to which an aggregate of 1,687,500 shares of common stock may be issued to
eligible associates whose employment relationship with Staples or a participating subsidiary is subject to United
Kingdom income tax law. The UK Savings Plan, which was approved by the Department of Inland Revenue of the
United Kingdom in December 1997, is designed to encourage eligible associates to save money and purchase shares of
our common stock at a discounted price. We filed the UK Savings Plan with the Securities and Exchange Commission
as an exhibit to our Annual Report on Form 10-K for the fiscal year ended February 1, 2003.
Each associate, including an officer or director who is also an associate, may participate in the UK Savings Plan,
provided he or she is eligible to participate in such plan under applicable United Kingdom tax law and (1) has been
employed by us or a participating subsidiary for at least 90 continuous days on the invitation date or (2) is designated
by our Board of Directors as an eligible associate.
The UK Savings Plan, which is implemented through invitations, provides eligible associates with the opportunity
to make monthly deductions from their pay of between 5 British pounds and 250 British pounds over a three-year
period for investment in an interest bearing tax-free account. The associates’ savings are used to purchase our
common stock at a discounted price equal to 15% less than the fair market value of our common stock on the
invitation date. Subject to limited exceptions, at the end of the three-year period, associates have six months to decide
whether to withdraw their savings and guaranteed bonus in cash, purchase our common stock at the discounted price,
or buy some of our common stock at the discounted price and keep some of the cash accumulation.
The UK Savings Plan is administered by our Board of Directors and the Compensation Committee of our Board
of Directors. Our Board of Directors and our Compensation Committee have the authority to make rules and
regulations for the administration of the UK Savings Plan. Pursuant to the terms of the UK Savings Plan, our Board of
Directors has appointed the Compensation Committee to administer certain aspects of the UK Savings Plan. Our
Board of Directors may at any time amend or terminate the UK Savings Plan as long as the amendment or
termination does not prejudice the rights of any participant without the prior consent of such participant. The
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