Staples 2013 Annual Report Download - page 85

A-8
Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company
may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise
or settlement of the Award to consist solely of such number of shares of common stock of the acquiring or succeeding corporation
(or an affiliate thereof) that the Board determined to be equivalent in value (as of the date of such determination or another date
specified by the Board) to the per share consideration received by holders of outstanding shares of Common Stock as a result of
the Reorganization Event.
(3) Consequences of a Reorganization Event on Restricted Stock. Upon the occurrence of a Reorganization
Event other than a liquidation or dissolution of the Company, the repurchase and other rights of the Company with respect to
outstanding Restricted Stock shall inure to the benefit of the Company’s successor and shall, unless the Board determines
otherwise, apply to the cash, securities or other property which the Common Stock was converted into or exchanged for pursuant
to such Reorganization Event in the same manner and to the same extent as they applied to such Restricted Stock; provided,
however, that the Board may either provide for termination or deemed satisfaction of such repurchase or other rights under the
instrument evidencing any Restricted Stock or any other agreement between a Participant and the Company, either initially or
by amendment, or provide for forfeiture of such Restricted Stock if issued at no cost. Upon the occurrence of a Reorganization
Event involving the liquidation or dissolution of the Company, except to the extent specifically provided to the contrary in the
instrument evidencing any Restricted Stock or any other agreement between a Participant and the Company, all restrictions and
conditions on all Restricted Stock then outstanding shall automatically be deemed terminated or satisfied.
11. General Provisions Applicable to Awards
(a) Transferability of Awards. Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered
by a Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution or, other than in
the case of an Incentive Stock Option, pursuant to a qualified domestic relations order, and, during the life of the Participant, shall
be exercisable only by the Participant; provided, however, that, except with respect to Awards subject to Section 409A, the Board
may permit or provide in an Award for the gratuitous transfer of the Award by the Participant to or for the benefit of any immediate
family member, family trust or other entity established for the benefit of the Participant and/or an immediate family member
thereof if the Company would be eligible to use a Form S-8 under the Securities Act for the registration of the sale of the Common
Stock subject to such Award to such proposed transferee; provided further, that the Company shall not be required to recognize
any such permitted transfer until such time as such permitted transferee shall, as a condition to such transfer, deliver to the Company
a written instrument in form and substance satisfactory to the Company confirming that such transferee shall be bound by all of
the terms and conditions of the Award. References to a Participant, to the extent relevant in the context, shall include references
to authorized transferees. For the avoidance of doubt, nothing contained in this Section 11(a) shall be deemed to restrict a transfer
to the Company.
(b) Documentation. Each Award shall be evidenced in such form (written, electronic or otherwise) as the Board
shall determine. Each Award may contain terms and conditions in addition to those set forth in the Plan.
(c) Termination of Status. The Board shall determine the effect on an Award of the disability, death, termination
or other cessation of employment, authorized leave of absence or other change in the employment or other status of a Participant
and the extent to which, and the period during which, the Participant, or the Participant’s legal representative, conservator, guardian
or Designated Beneficiary, may exercise rights, or receive any benefits, under an Award.
(d) Withholding. The Participant must satisfy all applicable federal, state, and local or other income and employment
tax withholding obligations before the Company will deliver stock certificates or otherwise recognize ownership of Common
Stock under an Award. The Company may elect to satisfy the withholding obligations through additional withholding on salary
or wages. If the Company elects not to or cannot withhold from other compensation, the Participant must pay the Company the
full amount, if any, required for withholding or have a broker tender to the Company cash equal to the withholding obligations.
Payment of withholding obligations is due before the Company will issue any shares on exercise, vesting or release from forfeiture
of an Award or at the same time as payment of the exercise or purchase price, unless the Company determines otherwise. If
provided for in an Award or approved by the Board, a Participant may satisfy the minimum statutory tax obligations in whole or
in part by delivery (either by actual delivery or attestation) of shares of Common Stock, including shares retained from the Award
creating the tax obligation, valued at their Fair Market Value; provided, however, except as otherwise provided by the Board, that
the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory
withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes,
that are applicable to such supplemental taxable income). Shares used to satisfy minimum statutory tax withholding requirements
cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.