Staples 2012 Annual Report Download - page 58

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good reason following a change in control of Staples. Based on the estimated amounts as of year end, no excise tax would be due.
Mr. Sargent is the only executive with this benefit and, in March 2011, the Committee adopted a policy that, unless required by law,
prohibits Staples from entering into any future compensation, severance or employment related agreement that provides for a gross
up payment to cover taxes triggered by a change in control, including taxes payable under Section 280G.
* Payouts subject to 409A regulations.
See below for additional explanation of the terms of these payments and our assumptions calculating them. In addition,
please see the Compensation Discussion and Analysis section of this proxy statement.
Retirement or Resignation
The "Retirement or Resignation" column includes:
 Value of Accelerated Vesting of Incentive Compensation. For Messrs. Sargent and Doody, who have met the
age and service requirement under our Rule of 65 (as described under the caption "Accelerated Vesting of Awards following
the Grants of Plan Based Awards for 2012 Fiscal Year table earlier in this proxy statement), amounts represent the actual
value of all unvested stock options as of fiscal year end.
 Continuation of Benefits. The continuation of benefits for Messrs. Sargent and Doody represents the provision
of long-term care coverage beginning at age 65 under a group long-term care insurance plan.
Termination for Cause
The "Termination for Cause" column includes:
 Continuation of Benefits. The continuation of benefits for Messrs. Sargent and Doody represents the provision
of long-term care coverage beginning at age 65 under a group long-term care insurance plan.
Termination without Cause or Resignation for Good Reason
We have entered into severance benefits agreements with each of the named executive officers that provide compensation
following a termination without cause or resignation for good reason. The circumstances constituting cause or good reason are
specifically described in the severance benefits agreements for the named executive officers, which are listed as exhibits to our
most recent Annual Report on Form 10-K and our cash and equity incentive plans, if applicable. In general, under the severance
benefit agreements and our incentive plans:
 a termination will be for cause if the named executive officer has willfully failed to perform his or her duties, breached
any confidentiality or non-compete agreement with us, or engaged in misconduct that harms us; and
 the named executive officer will have good reason to resign if we significantly diminish his or her authority or
responsibilities, reduce his or her salary or eligibility for bonus and other benefits, or require that he or she relocate
their office more than 50 miles following a change-in-control of Staples.
The "Termination without Cause or Resignation for Good Reason" column includes:
 Cash Severance Payments. For Mr. Sargent, the amount represents the continuation of salary and bonus
24 months and for Ms. Komola and Messrs. Doody and Parneros, amounts represent the continuation of salary and bonus
for 12 months.
 Value of Accelerated Vesting of Incentive Compensation. For Mr. Sargent, pursuant to his severance benefit
agreement, the amount represents the actual value of all unvested stock options and restricted stock as of fiscal year end.
For Mr. Doody, who has met the age and service requirement under our Rule of 65, the amount represents the actual
value of all unvested stock options as of fiscal year end. For all named executive officers, amounts represent the actual
value of all unvested 2010 Special Performance and Retention Shares.
 Continuation of Benefits. The continuation of benefits represents health and dental insurance coverage for the
severance period, as well as executive life insurance. For Messrs. Sargent and Doody, amounts also include the provision
of long-term care coverage beginning at age 65 under a group long-term care insurance plan. The amounts listed are
estimates based on the current policies in place after applying a reasonable benefit cost trend.