Staples 2013 Annual Report Download - page 67

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• 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
In addition to our equity and cash incentive award agreements that provide for the acceleration of vesting upon a termination
without cause, 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" and "Resignation for Good Reason" columns include:
• Cash Severance Payments. For Mr. Sargent, the amount represents the continuation of salary and bonus for
24 months and for Ms. Komola and Messrs. Doody, Parneros and Wilson, 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 includes 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 includes the instrinsic
value of all unvested stock options as of fiscal year end. For all named executive officers other than Mr. Wilson and
Ms. Komola, amounts in the Termination without Cause column also include 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.
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 a change in a majority of the members of the then-incumbent 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.