Staples 2012 Annual Report Download - page 52

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43
Accelerated Vesting of Awards
Equity Awards. Under certain circumstances, the vesting or payout of restricted stock, stock options and performance
shares may be accelerated as described below.
Retirement or Resignation. If a named executive officer retires or resigns and (i) the age of 65 has been attained, then
all stock options and restricted stock awards vest or (ii) the age and years of service requirements of our "Rule of
65" (attainment of age 55 plus years of service to Staples is equal to or greater than 65) have been satisfied, then all stock
option awards vest in full.
Termination of Employment by Staples. The 2010 Special Performance and Retention Share Award agreements provide
that, if a named executive officer is terminated by Staples other than for "cause" (as defined in the award agreement)
prior to a vesting date, all unvested shares shall vest in full.
Termination for "Cause" by Staples. All unvested restricted stock, stock options and performance shares are forfeited
if a named executive officer is terminated for cause.
Death or Disability. All restricted stock, stock options and performance shares vest in full upon a named executive
officer's death or disability.
Change-in-Control. Under our standard form of non-qualified stock option agreement, a change-in-control would result
in a partial vesting acceleration of outstanding options and a termination without cause (or resignation for good reason)
within one year after a change-in-control would result in acceleration of vesting of all remaining options. Under our
standard form of restricted stock award agreement, a change-in-control would result in acceleration of vesting of all
outstanding restricted shares if (1) the change-in-control results in a named executive officer not being offered employment
by the surviving corporation under certain conditions or (2) within one year following the change-in-control, the named
executive officer's employment is terminated without cause (or the officer resigns for good reason). Under the 2010
Special Performance and Retention Share Award agreements, a change-in-control would result in accelerated vesting of
shares if (a) the named executive officer does not accept employment with the surviving corporation upon the change-
in-control or (b) within one year following the change-in-control, the named executive officer's employment is terminated
without cause (or the officer resigns for good reason).
Cash Awards. Payments of annual cash bonus awards under the Executive Officer Incentive Plan and long term cash
awards under the Long Term Cash Incentive Plan also may be accelerated as described below.
Retirement or Resignation. If a named executive officer terminates his employment before the end of a performance
period and if the named executive officer has satisfied the Rule of 65 requirements, then the named executive officer is
eligible for (i) a prorated annual cash bonus award based on the number of days the named executive officer was employed
during the plan year; and (ii) a prorated long term cash award based on the number of days employed during the
performance cycle. A named executive officer that terminates employment before the end of the performance cycle that
has not met the requirements of the Rule of 65 is eligible for a prorated long term cash award based on completed years
in the performance cycle. In each case of eligibility for a prorated award, the award will only be paid out if the
Compensation Committee certifies achievement of the objectives and the payouts at the end of the applicable performance
period.
Termination of Employment by Staples. If a named executive officer is terminated by Staples other than for
"cause" (as defined in the Long Term Cash Incentive Plan), the named executive officer is eligible for a prorated long
term cash award based on the number of days employed during the performance cycle. Prorated awards will only be
paid out if the Compensation Committee certifies achievement of the objectives and the payouts at the end of the
performance cycle.
Termination for "Cause" by Staples. All annual cash bonus awards and long term cash awards are forfeited if a named
executive officer is terminated for cause.
Death. Upon a named executive officer's death before the end of a performance period, annual cash bonus awards and
long term cash awards will be paid out at 100% of the target award, regardless of the amount that would have been earned
based upon achievement of the performance goals.
Disability. If a named executive officer's employment is terminated due to disability before the end of any performance
period, then the named executive officer is eligible for (i) a prorated annual cash bonus award based on the number of
days the named executive officer was employed during the plan year; and (ii) a prorated long term cash award based on
the number of days employed during the performance cycle. In each case of eligibility for a prorated award, such prorated