Staples 2012 Annual Report Download - page 60

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of Section 409A of the Internal Revenue Code. The named executive officer would also be entitled to receive disability payments
from our disability carriers, if the named executive officer has enrolled in such policy. Disability coverage is generally designed
to replace 60% of the named executive officer's compensation up to $600,000 for each of the named executive officers who
participated in the group disability plan on July 1, 2005. The disability benefit payouts from disability insurance policies for which
the named executive officer pays the premiums are not included in the table above. In addition, executive life insurance premiums
will be continued to age 65 as necessary to support the life insurance coverage in place at the time of disability.
Agreements Affecting Payments
We provide for forfeiture and recovery of undeserved cash, equity and severance compensation from any associate that
engages in misconduct. We also view recoupment as a risk management and asset recovery tool for dealing with 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. For instance, each of the named executive officers has executed a Non-Competition and Non-
Solicitation Agreement and a Confidentiality Agreement that cover the two year period subsequent to termination of his
employment. Violation of any of the terms of these agreements entitles us to recover any severance payments and value received
in connection with any equity awards.
Actual Payments for 2012 Terminations
Mr. Miles resigned as COO from the Company on February 2, 2013. Pursuant to the terms of his severance agreement,
Mr. Miles is entitled to $1,786,590 in cash severance payments, equaling 18 months of salary and bonus. The payments are
subject to a 6 month deferral in accordance with the requirements of Section 409A of the Internal Revenue Code and will
subsequently be paid in monthly installments. Mr. Miles is also entitled to reimbursement of medical and other welfare
benefits for 18 months following his resignation, with an approximate value of $16,878. Mr. Miles is entitled to amounts
earned under his long-term cash awards as disclosed in the Summary Compensation Table in prior years and for shares paid out
under his 2010 Special Performance and Retention Award as disclosed in the Outstanding Equity Awards at 2012 Fiscal Year
End. Beginning on February 3, 2013, Mr. Miles will be employed on a part-time basis to consult on transitional matters related
to the Company's international affairs and operations. In consideration of providing these services through August 3, 2013, he
will be entitled to $1,000 a month. While serving in this role, he will not be eligible for any other cash or new equity incentives,
and his existing equity awards will remain outstanding.
Mr. Mahoney retired as Vice Chairman on July 6, 2012. In connection with his departure, we entered into an
agreement with Mr. Mahoney for advisory services as a consultant. Pursuant to the agreement, Mr. Mahoney agreed to
provide the services for a period of eight months beginning July 7, 2012 and continuing until March 6, 2013, at a rate of
$37,500 per month for a total compensation of $300,000. While serving in this role, he will not be eligible for any other cash
or new equity incentives, and his existing equity awards will remain outstanding. As a consultant, Mr. Mahoney is not eligible
for any additional health or welfare benefits.