Staples 2013 Annual Report Download - page 35

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Based Award granted to an officer will vest solely upon the achievement of specified performance criteria designed to qualify for
deduction under Section 162(m) of the Code. The performance criteria for each such Award which shall be based on the relative
or absolute attainment of specified levels of one or any combination of the following, which may be determined pursuant to
generally accepted accounting principles (“GAAP”) or on a non-GAAP basis, as determined by the Committee: net income,
earnings per share, return on sales, assets or equity investment, cash flow or free cash flow, earnings before or after discontinued
operations, interest, taxes, depreciation and/or amortization, operating profit before or after discontinued operations and/or taxes,
sales, sales growth, earnings growth, gross margins, stock price, market share, improvement of financial ratings, achievement of
balance sheet or income statement objectives, total stockholder return or customer service levels. In addition, customer service
target levels will be based on predetermined tests of customer service levels such as scores on blind test (“mystery”) shopping,
customer comment card statistics, customer relations statistics (i.e., number of customer complaints) and delivery response levels.
Such goals may reflect absolute entity or business unit performance or a relative comparison to the performance of a peer group
of entities or other external measure of the selected performance criteria and may be absolute in their terms or measured against
or in relationship to other companies comparably, similarly or otherwise situated. The Committee may specify that such
performance measures shall be adjusted to exclude any one or more of (i) special, one-time or extraordinary items, gains, losses
or events, including but not limited to the impact of acquisitions or divestitures, curtailment or settlement gains and losses, debt
extinguishment costs, accelerated depreciation or amortization, legal settlements and tax benefits and expenses related to items
outside of normal operations, (ii) discontinued operations, (iii) the effects of changes in accounting principles, (iv) the writedown
of any asset, (v) fluctuation in foreign currency exchange rates, and (vi) charges for restructuring and rationalization programs.
Such performance measures: (x) may vary by Participant and may be different for different Awards; (y) may be particular to a
Participant or the department, branch, line of business, subsidiary or other unit in which the Participant works and may cover such
period as may be specified by the Committee; and (z) shall be set by the Committee within the time period prescribed by, and
shall otherwise comply with the requirements of, Section 162(m). Awards that are not intended to qualify as Performance-Based
Compensation may be based on these or such other performance measures as the Board may determine.
With respect to Awards that are intended to qualify as performance based compensation, the Committee may adjust
downward, but not upward, the number of shares deliverable with respect to such Award, and the Committee may not waive the
achievement of the performance conditions with respect to such Award except in the case of the death or disability of the participant
or a change in control of the Company.
Dividends; Dividend Equivalents
Any dividends or dividend equivalents paid with respect to Awards will be subject to the same restrictions on transferability
and forfeitability as the Award with respect to which paid.
Limitation on Repricing
Without the approval of our stockholders, we may not (except in connection with recapitalizations or reorganization
events): (1) amend any outstanding option or SAR granted under the 2014 Plan to provide an exercise or measurement price per
share that is lower than the then-current exercise or measurement price per share of such outstanding option or SAR, (2) cancel
any outstanding option or SAR (whether or not granted under the 2014 Plan) and grant in substitution therefor new Awards under
the 2014 Plan (other than certain substitute awards as described below) covering the same or a different number of shares of
Common Stock and having an exercise or measurement price per share lower than the then-current exercise or measurement price
per share of the cancelled option or SAR, (3) cancel in exchange for a cash payment any outstanding option or SAR with an
exercise or measurement price per share above the then-current fair market value, other than in connection with recapitalizations
and the like or reorganization events, or (4) take any other action under the 2014 Plan that constitutes a “repricing” within the
meaning of the rules of the NASDAQ Stock Market.
Transferability of Awards
Except as the Board of Directors may otherwise determine or provide in an Award, Awards may not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law,
except by will or the laws of descent and distribution or, other than in the case of an incentive stock option, pursuant to a qualified
domestic relations order. During the life of the participant, Awards are exercisable only by the participant.
Eligibility to Receive Awards
Employees, officers, directors, consultants and advisors of the Company and its present or future parent or subsidiary
corporations as defined in Sections 424(e) or (f) of the Code, and any other business venture (including, without limitation, joint
venture or limited liability company) in which the Company has a controlling interest, as determined by the Board of Directors,