Staples 2012 Annual Report Download - page 47

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Related Policies and Considerations
Risk Assessment
In December 2012, the Committee conducted its annual risk assessment of our executive officer compensation programs.
The evaluation included an analysis of the appropriateness of our peer group, compensation mix, performance metrics, performance
goals and payout curves, payment timing and adjustments, equity incentives, stock ownership guidelines/trading policies,
performance appraisal process and leadership/culture. In addition, the Committee reviewed the major compensation plans with
regard to the number and type of associates covered, performance measures, total cost at target of each program and risk mitigators
attributable to each of the programs. The risk mitigators included the balanced mix of cash and equity incentives, the mix and
quality of the performance metrics, the stock ownership guidelines and an aggressive recoupment policy. The Committee also
considered and reviewed the executive compensation issues raised by the participants in the Company's corporate governance
outreach program and the changes made to the executive compensation program as described earlier in this CD&A. Based on its
evaluation and recognizing that all compensation programs are inherently risk laden, the Committee determined that the level of
risk within our compensation programs was appropriate and did not encourage excessive risk taking by our executives. Accordingly,
the Committee concluded that our compensation programs will not have a material adverse effect on the Company.
Best Practices
We historically have implemented compensation best practices. These practices include:
 No employment agreements for NEOs
 No tax gross up payments in future agreements
 Stock ownership guidelines
 Aggressive "clawback" policy
 Predetermined stock grant date
 Double trigger change in control provisions in severance
agreements
 Policy prohibiting hedging
 Minimal perks
 Independent compensation consultant hired by the Committee
performs no other services for the Company
Some highlights:
Stock Ownership Guidelines. Within
five years of becoming a senior
executive, our senior executives must
attain minimum ownership of Staples
common stock equal in value to at least a
defined multiple of their salary. The
CEO must attain 5x salary.
Recoupment Policy. Our annual cash
bonus plans, long term incentive plans and/
or agreements and severance arrangements
provide for forfeiture and recovery of
undeserved cash, equity and severance
compensation from any associate that
engages in certain particularly harmful or
unethical behaviors such as intentional
deceitful acts resulting in improper
personal benefit or injury to the company,
fraud or willful misconduct that
significantly contributes to a material
financial restatement, violation of the Code
of Ethics and breach of key associate
agreements.
Hedging. Our Insider Trading Policy
prohibits, among many other actions, our
associates and directors from entering into
derivative transactions such as puts, calls,
or hedges with our stock.
Our significant policies are located in the Corporate Governance section of our website, www.staples.com.
Tax and Accounting Implications
Under Section 162(m) of the Internal Revenue Code, certain executive compensation in excess of $1 million paid to our
CEO and to our three most highly compensated officers (other than the CEO and CFO) whose compensation is required to be
disclosed to our stockholders under the Securities Exchange Act of 1934, is not deductible for federal income tax purposes unless
the executive compensation is awarded under a performance-based plan approved by stockholders. To maintain flexibility in
compensating executive officers in a manner designed to promote varying corporate goals, the Committee has not adopted a policy