Staples 2014 Annual Report Download - page 59

EXECUTIVE COMPENSATION AND COMPENSATION DISCUSSION AND ANALYSIS
www.staplesannualmeeting.com STAPLES 55
• Disability. If a NEO’s employment is terminated due to
disability before the end of any performance period, then
the NEO is eligible for a prorated award based on the
number of days employed during the performance cycle.
Prorated awards will only be paid out if the Compensation
Committee certifies achievement of the objectives and the
payouts at the end of the performance period.
• Change-in-Control. A change-in-control would entitle a
NEO at the end of the performance cycle to a long term
cash award payment equal to the greater of 100% of
the target award or the amount earned based on actual
achievement of the performance objectives if (1) the NEO
does not accept employment by the surviving corporation
upon the change-in-control or (2) within one year
following the change-in-control, the NEO’s employment
is terminated without cause (or the NEO resigns for
good reason).
Restricted Stock and Option Awards. Under certain
circumstances, the time-based vesting or payout of restricted
stock and stock options, which were granted to NEOs prior to
2013, may be accelerated or the awards may be forfeited as
described below.
• Retirement or Resignation. If a NEO retires or resigns and
(i) the age of 65 has been attained, then all stock options
and restricted stock awards vest or (ii) the age and years
of service requirements of our Rule of 65 have been
satisfied, then all stock option awards vest in full.
• Termination of Employment by Staples. All unvested
restricted stock and stock options are forfeited if a NEO
is terminated by Staples, regardless of whether such
termination was for cause.
• Death or Disability. All restricted stock and stock options
vest in full upon a NEO’s death or disability.
• Change-in-Control. Under our standard form of non-
qualified stock option agreement, a change-in-control
would result in a partial vesting acceleration of outstanding
options and a termination without cause (or resignation
for good reason) within one year after a change-in-control
would result in acceleration of vesting of all remaining
options. Under our standard form of restricted stock
award agreement, a change-in-control would result in
acceleration of vesting of all outstanding restricted shares
if (1) the change-in-control results in a NEO not being
offered employment by the surviving corporation under
certain conditions or (2) within one year following the
change-in-control, the NEO’s employment is terminated
without cause (or the officer resigns for good reason).
2010 Special Performance and Retention Awards. The number
of shares eligible to vest under our 2010 Special Performance
and Retention Awards was determined in March 2013 based
on achievement of performance objectives over the fiscal year
2010-2012 performance period. 33% of such shares vested
in March 2013, 33% vested in March 2014 and 34% vested in
March 2015 based on continued service to Staples.