Staples 2013 Annual Report Download - page 78

A-1
Appendix A
STAPLES, INC.
2014 STOCK INCENTIVE PLAN
1. Purpose
The purpose of this 2014 Stock Incentive Plan (the “Plan”) of Staples, Inc., a Delaware corporation (the “Company”),
is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate
persons who are expected to make important contributions to the Company and by providing such persons with equity ownership
opportunities and performance-based incentives that are intended to better align the interests of such persons with those of the
Company’s stockholders. Except where the context otherwise requires, the term “Company” shall include any of the Company’s
present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as
amended, and any regulations thereunder (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 of the
Company (the “Board”).
2. Eligibility
All of the Company’s employees, officers and directors, as well as consultants and advisors to the Company (as the terms
consultants and advisors are defined and interpreted for purposes of Form S-8 under the Securities Act of 1933, as amended (the
“Securities Act”), or any successor form) are eligible to be granted Awards (as defined below) under the Plan. Each person who
is granted an Award under the Plan is deemed a “Participant.” The Plan provides for the following types of awards, each of which
is referred to as an “Award”: Options (as defined in Section 5), SARs (as defined in Section 6), Restricted Stock (as defined in
Section 7), RSUs (as defined in Section 7) and Other Stock-Based Awards (as defined in Section 8). Except as otherwise provided
by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not
be identical, and the Board need not treat Participants uniformly.
3. Administration and Delegation
(a) Administration by Board of Directors. The Plan will be administered by the Board. The Board shall have
authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan
as it shall deem advisable. The Board may construe and interpret the terms of the Plan and any Award agreements entered into
under the Plan. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award.
All actions and decisions by the Board with respect to the Plan and any Awards shall be made in the Board’s discretion and shall
be final and binding on all persons having or claiming any interest in the Plan or in any Award.
(b) Appointment of Committees. To the extent permitted by applicable law, the Board may delegate any or all of
its powers under the Plan to one or more committees or subcommittees of the Board (a “Committee”). All references in the Plan
to the “Board” shall mean the Board or a Committee of the Board or the officers referred to in Section 3(c) to the extent that the
Board’s powers or authority under the Plan have been delegated to such Committee or officers.
(c) Delegation to Officers. To the extent permitted by applicable law, the Board may delegate to one or more officers
of the Company the power to grant Options and other Awards that constitute rights under Delaware law (subject to any limitations
under the Plan) to employees or officers of the Company and to exercise such other powers under the Plan as the Board may
determine, provided that the Board shall fix the terms of such 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 such Awards that the officers may grant; provided further, however, that no officer shall be authorized to grant such
Awards to any “executive officer” of the Company (as defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)) or to any “officer” of the Company (as defined by Rule 16a-1 under the Exchange Act). The Board may
not delegate authority under this Section 3(c) to grant Restricted Stock, unless Delaware law then permits such delegation.
(d) Awards to Non-Employee Directors. Awards to non-employee directors will be granted and administered by a
Committee, all of the members of which are independent directors as defined by Section 5605(a)(2) of the NASDAQ Marketplace
Rules.