Staples 2013 Annual Report Download - page 82

A-5
7. Restricted Stock; RSUs
(a) General. The Board may grant Awards entitling recipients to acquire shares of Common Stock (“Restricted
Stock”), subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula
price (or to require forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by the
Board in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the
Board for such Award. The Board may also grant Awards entitling the recipient to receive shares of Common Stock or cash to be
delivered at the time such Award vests (“RSUs”).
(b) Terms and Conditions for Restricted Stock and RSUs. The Board shall determine the terms and conditions of
Restricted Stock and RSUs, including the conditions for vesting and repurchase (or forfeiture) and the issue price, if any.
(c) Additional Provisions Relating to Restricted Stock.
(1) Dividends. Unless otherwise provided in the applicable Award agreement, any dividends (whether
paid in cash, stock or property) declared and paid by the Company with respect to shares of Restricted Stock (“Unvested
Dividends”) shall be paid to the Participant only if and when such shares become free from the restrictions on transferability
and forfeitability that apply to such shares. Each payment of Unvested Dividends will be made no later than the end of the
calendar year in which the dividends are paid to stockholders of that class of stock or, if later, the 15th day of the third month
following the lapsing of the restrictions on transferability and the forfeitability provisions applicable to the underlying shares
of Restricted Stock. No interest will be paid on Unvested Dividends.
(2) Stock Certificates. The Company may require that any stock certificates issued in respect of shares of
Restricted Stock, as well as dividends or distributions paid on such Restricted Stock, shall be deposited in escrow by the
Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of the applicable
restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the
Participant or if the Participant has died, to his or her Designated Beneficiary. “Designated Beneficiary” means (i) the beneficiary
designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant
in the event of the Participant’s death or (ii) in the absence of an effective designation by a Participant, the Participant’s estate.
(d) Additional Provisions Relating to RSUs.
(1) Settlement. Upon the vesting of and/or lapsing of any other restrictions (i.e., settlement) with respect
to each RSU, the Participant shall be entitled to receive from the Company the number of shares of Common Stock specified
in the Award agreement or (if so provided in the applicable Award agreement) an amount of cash equal to the Fair Market Value
of such number of shares. The Board may provide that settlement of RSUs shall be deferred, on a mandatory basis or at the
election of the Participant, in a manner that complies with Section 409A of the Code.
(2) Voting Rights. A Participant shall have no voting rights with respect to any RSUs.
(3) Dividend Equivalents. The Award agreement for RSUs may provide Participants with the right to
receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding shares of
Common Stock (“Dividend Equivalents”). Dividend Equivalents may be paid currently or credited to an account for the
Participant, may be settled in cash and/or shares of Common Stock and shall be subject to the same restrictions on transfer and
forfeitability as the RSUs with respect to which paid, in each case to the extent provided in the Award agreement. No interest
will be paid on Dividend Equivalents.
8. Other Stock-Based Awards
(a) General. The Board may grant other Awards of shares of Common Stock, and other Awards that are valued in
whole or in part by reference to, or are otherwise based on, shares of Common Stock or other property (“Other Stock-Based
Awards”). Such Other Stock-Based Awards shall also be available as a form of payment in the settlement of other Awards granted
under the Plan or as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock-Based Awards may
be paid in shares of Common Stock or cash, as the Board shall determine.
(b) Terms and Conditions. Subject to the provisions of the Plan, the Board shall determine the terms and conditions
of each Other Stock-Based Award, including any purchase price applicable thereto.