Staples 2013 Annual Report Download - page 81

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(3) to the extent provided for in the applicable Option agreement or approved by the Board, by delivery
(either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their Fair Market Value,
provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from
the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board and
(iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements;
(4) to the extent provided for in the applicable Nonstatutory Stock Option agreement or approved by the
Board, by delivery of a notice of “net exercise” to the Company, as a result of which the Participant would receive (i) the number
of shares underlying the portion of the Option being exercised, less (ii) such number of shares as is equal to (A) the aggregate
exercise price for the portion of the Option being exercised divided by (B) the Fair Market Value on the date of exercise;
(5) to the extent permitted by applicable law and provided for in the applicable Option agreement or
approved by the Board, by payment of such other lawful consideration as the Board may determine; or
(6) by any combination of the above permitted forms of payment.
(g) Limitation on Repricing. Unless such action is approved by the Company’s stockholders, the Company may
not (except as provided for under Section 10): (1) amend any outstanding Option granted under the Plan to provide an exercise
price per share that is lower than the then-current exercise price per share of such outstanding Option, (2) cancel any outstanding
option (whether or not granted under the Plan) and grant in substitution therefor new Awards under the Plan (other than Awards
granted pursuant to Section 4(c)) covering the same or a different number of shares of Common Stock and having an exercise
price per share lower than the then-current exercise price per share of the cancelled option, (3) cancel in exchange for a cash
payment any outstanding Option with an exercise price per share above the then-current Fair Market Value, or (4) take any other
action under the Plan that constitutes a “repricing” within the meaning of the rules of the NASDAQ Stock Market (“NASDAQ”).
(h) No Reload Options. No Option granted under the Plan shall contain any provision entitling the Participant to
the automatic grant of additional Options in connection with any exercise of the original Option.
(i) No Dividend Equivalents. No Option shall provide for the payment or accrual of dividend equivalents.
6. Stock Appreciation Rights
(a) General. The Board may grant Awards consisting of stock appreciation rights (“SARs”) entitling the holder,
upon exercise, to receive an amount of Common Stock or cash or a combination thereof (such form to be determined by the Board)
determined by reference to appreciation, from and after the date of grant, in the Fair Market Value of a share of Common Stock
over the measurement price established pursuant to Section 6(b). The date as of which such appreciation is determined shall be
the exercise date.
(b) Measurement Price. The Board shall establish the measurement price of each SAR and specify it in the applicable
SAR agreement. The measurement price shall not be less than 100% of the Fair Market Value on the date the SAR is granted;
provided that if the Board approves the grant of an SAR effective as of a future date, the measurement price shall be not less than
100% of the Fair Market Value on such future date.
(c) Duration of SARs. Each SAR shall be exercisable at such times and subject to such terms and conditions as the
Board may specify in the applicable SAR agreement; provided, however, that no SAR will be granted with a term in excess of 10
years.
(d) Exercise of SARs. SARs may be exercised by delivery to the Company of a notice of exercise in a form (which
may be electronic) approved by the Company, together with any other documents required by the Board.
(e) Limitation on Repricing. Unless such action is approved by the Company’s stockholders, the Company may
not (except as provided for under Section 10): (1) amend any outstanding SAR granted under the Plan to provide a measurement
price per share that is lower than the then-current measurement price per share of such outstanding SAR, (2) cancel any outstanding
SAR (whether or not granted under the Plan) and grant in substitution therefor new Awards under the Plan (other than Awards
granted pursuant to Section 4(c)) 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 measurement price per share of the cancelled SAR, (3) cancel in exchange
for a cash payment any outstanding SAR with a measurement price per share above the then-current Fair Market Value, or (4)
take any other action under the Plan that constitutes a “repricing” within the meaning of the rules of the NASDAQ.