Staples 2013 Annual Report Download - page 69

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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.
EQUITY COMPENSATION PLAN INFORMATION AT 2013 FISCAL YEAR END
Plan category
Number of Securities
to be Issued upon
Exercise of
Outstanding Options,
Warrants and Rights
(a)
Weighted-Average
Exercise Price
of Outstanding
Options,
Warrants and Rights
(b) (1)
Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (excluding
securities reflected in
column (a))
(c) (2)
Equity compensation plans approved
by security holders(3) 44,214,624 $ 20.35 13,322,209 (4)
Equity compensation plans not
approved by security holders (5) 124 $ 18.16 —
Total 44,214,624 $ 19.82 13,322,209
(1) Weighted-average exercise price calculation excludes outstanding performance share awards and restricted stock units, which do not
have an exercise price.
(2) Does not include up to a maximum of approximately 74,405 additional shares that may become available for issuance under the 2004
Plan through the expiration, termination, surrendering, cancellation, forfeiture or settlement of awards granted under the Amended
and Restated 1992 Equity Incentive Plan (the "1992 Plan"), as provided in the 2004 Plan. One-half of the total number of shares of
common stock covered by the 2004 Plan (including any shares that may become available through the 1992 Plan, as described above)
may be granted in the form of restricted stock or other stock-based awards other than options or stock appreciation rights.
(3) Issued pursuant to our Amended and Restated 1990 Director Stock Option Plan, the 1992 Plan and our 2004 Plan. We continue to
grant equity awards only under the 2004 Plan, which will terminate on June 17, 2014 or at the Annual Meeting if shareholders approve
the 2014 Stock Incentive Plan . Includes a number of shares estimated as of our 2013 fiscal year end issuable under performance share
awards and restricted stock units described in the CD&A section of this proxy statement.
(4) Includes 11,872,154 shares available for issuance under the 2004 Plan as well as 6,750,088 shares available for issuance under our
2012 Employee Stock Purchase Plan (the "ESPP") of which 1,368,326 shares will be issuable in connection with the current ESPP
offering period that ends June 30, 2013, assuming that our associates enroll to the same extent they did during the offering period that
ended on December 31, 2013 and based on a fair market value of $15.59 per share for our common stock on January 2, 2014 (the first
business day of the current offering period). In the event the fair market value of our common stock is less than $15.59 per share on
June 30, 2013, we will issue additional shares for the current offering period.
(5) As of February 1, 2014, there was one holder of options under the 1997 United Kingdom Company Share Option Plan. As of April
7, 2014, there were no outstanding options, warrants or rights under equity compensation plans not approved by security holders.
Compensation Committee Interlocks and Insider Participation
During our 2013 fiscal year, Ms. Meyrowitz, Mr. Nakasone, Mr. Vazquez and Mr. Walsh served on the Compensation
Committee and were independent directors during such service. None of our executive officers has served as a director or member
of the compensation committee (or other committee serving an equivalent function) of any other entity whose executive officers
served on our Compensation Committee or our Board of Directors.
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely on our review of copies of reports filed during fiscal year 2013 by the directors, executive officers and beneficial
owners of more than 10% of our common stock required to file such reports pursuant to Section 16(a) of the Securities Exchange
Act of 1934, and a review of written certifications provided by them to the Company, we believe that all of our directors and
executive officers complied with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934.