Staples 2007 Annual Report Download - page 70

UK Savings Plan contains provisions relating to the exercise or disposition of options in the event of the illness,
disability, retirement, or death of the associate or a change-in-control, reconstruction or winding up of Staples.
Options can no longer be granted pursuant to the UK Savings Plan after August 2007. As of February 2, 2008,
119 associates have outstanding awards under the UK Savings Plan.
1997 United Kingdom Company Share Option Plan
In August 1997, our Board of Directors adopted the 1997 United Kingdom Company Share Option Plan (the
‘‘UK Option Plan’’), pursuant to which stock options for up to 1,687,500 shares of our common stock could be granted
to our associates and our subsidiaries’ associates, other than executive officers and directors. On June 17, 2004, when
our stockholders approved our Amended and Restated 2004 Stock Incentive Plan, we ceased granting stock options
under the UK Option Plan. We used the UK Option Plan to compensate associates working in our United Kingdom
businesses. Associates working in our United Kingdom businesses were also eligible to receive options under our
stockholder-approved equity plans. We filed the UK Option Plan with the Securities and Exchange Commission as an
exhibit to our Annual Report on Form 10-K for the fiscal year ended January 31, 1998.
The UK Option Plan was designed to be approved by the United Kingdom’s Department of Inland Revenue so
that associates would not be obligated to pay income tax on the difference between the exercise price of the option
and fair market value of our common stock at the option’s exercise date. The Department of Inland Revenue
approved the UK Option Plan in January 1998. Participants in the UK Option Plan could be granted, in the aggregate
over the life of the UK Option Plan, up to 30,000 British pounds of tax-advantaged options. Eligible associates could
receive additional non-tax advantaged options under the UK Option Plan.
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 Staples.
As of February 2, 2008, approximately 157 associates have outstanding awards under the UK Option Plan.
Compensation Committee Interlocks and Insider Participation
During our 2007 fiscal year, Ms. Barnes, Mr. Blank, Ms. Burton, Ms. Meyrowitz and Mr. Trust served on the
Compensation Committee and were independent directors during such service. Mr. Trust replaced Ms. Barnes on the
Compensation Committee in June 2007 following her departure from our Board of Directors at our 2007 Annual
Meeting, and Ms. Meyrowitz joined the Compensation Committee upon her initial election to our Board of Directors
in December 2007. 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
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