Staples 2013 Annual Report Download - page 36

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are eligible to be granted Awards under the 2014 Plan. Under present law, however, incentive stock options may only be granted
to employees of the Company and its subsidiaries.
The maximum number of shares with respect to which Awards may be granted to any participant under the 2014 Plan
may not exceed 3,450,000 shares per calendar year. For purposes of this limit, the combination of an option in tandem with SAR
is treated as a single award. The maximum number of shares of Common Stock with respect to which Awards may be granted as
incentive stock options under the 2014 Plan is 10,000,000.
Plan Benefits
As of April 7, 2014, approximately 750 persons were eligible under our equity compensation program to receive Awards
under the 2014 Plan, including our 8 executive officers and 10 non-employee directors seeking re-election at the Annual Meeting.
The granting of Awards under the 2014 Plan is discretionary, and we cannot now determine the number or type of Awards to be
granted in the future to any particular person or group.
On April 7 2014, the last reported sale price of our Common Stock on the NASDAQ Global Select Market was $12.02.
Administration
The 2014 Plan will be administered by our Board of Directors. Our Board of Directors has the authority to grant awards
and to adopt, amend and repeal the administrative rules, guidelines and practices relating to the 2014 Plan that it deems advisable
and to construe and interpret the provisions of the 2014 Plan and any award agreements entered into under the 2014 Plan. Our
Board of Directors may correct any defect, supply any omission or reconcile any inconsistency in the 2014 Plan or any award in
the manner and to the extent it deems expedient to carry the 2014 Plan into effect and will be the sole and final judge of such
expediency. All decisions by our Board of Directors will be made in the Board of Directors’ sole discretion and will be final and
binding on all persons having or claiming any interest in the 2014 Plan or in any award. No director or person acting pursuant to
the authority delegated by the Board of Directors will be liable for any action or determination made in good faith relating to or
under the 2014 Plan.
Pursuant to the terms of the 2014 Plan, our Board of Directors may delegate any or all of its powers under the 2014 Plan
to one or more committees or subcommittees of the Board of Directors. Our Board of Directors has authorized our Compensation
Committee to administer certain aspects of the 2014 Plan, including the granting of awards to executive officers.
In addition, to the extent permitted by applicable law, our Board of Directors may delegate to one or more of our officers
the power to grant awards to our employees or officers, and to exercise such other powers under the 2014 Plan as our Board of
Directors may determine. Our Board of Directors will fix the terms of any awards to be granted by such officers (including the
exercise price of such awards, which may include a formula by which the exercise price will be determined) and the maximum
number of shares subject to awards that the officers may grant. No officer will be authorized to grant awards to any “executive
officer” (as defined by Rule 3b-7 under the Exchange Act) or to any “officer” (as defined by Rule 16a-1 under the Exchange Act).
Discretionary awards to non-employee directors may be granted and administered only by a committee, all of the members
of which are independent directors as defined by Section 5605(a)(2) of the NASDAQ Rules.
Subject to any applicable limitations contained in the 2014 Plan (including with respect to performance awards), our
Board of Directors generally selects the recipients of awards and determines the following with respect to such awards:
• the number of shares of our Common Stock covered by options and the dates upon which the options become
exercisable;
• the exercise price of options and measurement price of SARs (neither of which may be less than 100% of the fair
market value of our Common Stock on the date of grant);
• the duration of options and SARs (neither of which may exceed ten years); and
• the number of shares of our Common Stock subject to any SAR, award of Restricted Stock, Restricted Stock Units
or Other Stock-Based Award and the terms and conditions of such Awards, including conditions for repurchase, issue
price, measurement price, repurchase price and vesting.
Each Award under the 2014 Plan may be made alone or in addition or in relation to any other Award. The terms of each
Award need not be identical, and our Board of Directors need not treat participants uniformly. Our Board of Directors will determine
the effect on an Award of the disability, death, retirement, authorized leave of absence or other change in the employment or other