Staples 2012 Annual Report Download - page 59

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Termination Following Change-in-Control
Under our severance benefits agreements with the named executive officers, if we terminate the named executive officer's
employment without cause or the named executive officer resigns for good reason within two years following a change-in-control
of Staples, the named executive officer would receive payments in addition to those triggered by a termination without cause or
resignation for good reason. The circumstances constituting a change-in-control of Staples 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. In general, a change-in-control will occur:
 if another person becomes the owner of 30% or more of the combined voting power of our stock,
 there is an unwelcome change in a majority of the members of our Board, or
 our stockholders approve a merger with another entity in which our stockholders fail to own more than 75% of
the combined voting power of the surviving entity.
The "Termination Following Change-in-Control" column includes:
Cash Severance Payments. For Mr. Sargent, amounts represent the continuation of salary and bonus for 36 months
and for Ms. Komola and Messrs. Doody and Parneros, amounts represent the continuation of salary and bonus for
18 months.
 Value of Accelerated Vesting of Incentive Compensation - For all named executive officers, amounts represent
(i) the actual value of all unvested stock options, restricted stock and, other than Ms. Komola, 2010 Special Performance
and Retention Share Awards, each as of fiscal year end, (ii) with respect to the 2011-2013 long term cash awards, the
target value of the award minus amounts earned through 2012 fiscal year end, if amounts already earned were below
target, and (iii) with respect to the 2012-2014 long term cash award, the target value of the award.
 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.
Change-in-Control Only
The "Change-in-Control Only" column includes:
 Value of Accelerated Vesting of Incentive Compensation. For all named executive officers, amounts represent
25% of the actual value of all unvested stock options as of fiscal year end.
Death or Disability
The "Death or Disability" column includes:
 Value of Accelerated Vesting of Incentive Compensation. For all named executive officers, amounts represent
the actual value of all unvested stock options, restricted stock and, other than Ms. Komola, 2010 Special Performance
and Retention Share Awards, each as of fiscal year end, (ii) with respect to the 2011-2013 long term cash awards, the
target value of the award minus amounts earned through 2012 fiscal year end, and (iii) with respect to the 2012-2014
long term cash award, the target value of the award (for disability, the named executive officer is eligible for a prorated
award based on number of days employed during the performance cycle).
 Survivor Death Benefit Payout. For all named executive officers, amounts represent payouts of 100% of base
salary for the first year and 50% of base salary for the second and third years, made monthly over a period of three years.
Not included in the table above are the death benefit payouts from insurance policies for which the named executive
officers pay the premiums. Payouts under these policies would be $1,820,123, $1,820,123, and $1,290,000 for Messrs.
Doody and Parneros and Ms. Komola, respectively. Mr. Sargent's life insurance coverage is in the form of a second-to-
die policy providing for payments either upon the latter of his death or his wife's death. For purposes of the table above,
we have assumed that payments under this policy (which would amount to approximately $12,690,000) are not triggered.
 Continuation of Benefits. For Mr. Sargent, amount represents the costs of continuation of executive life insurance
premiums needed to support the $12,690,000 death benefit.
If the termination is due to the named executive officer's disability, he or she would be entitled to receive a distribution from
our SERP, generally in accordance with the plan provisions and any predefined distribution schedule based on the requirements