Staples 2014 Annual Report Download - page 65

EXECUTIVE COMPENSATION AND COMPENSATION DISCUSSION AND ANALYSIS
www.staplesannualmeeting.com STAPLES 61
Retirement or
Resignation
Termination
for Cause
Termination
Without
Cause
Resignation
for Good
Reason
Termination
Following
Change-
in-
Control
Change-
in-
Control Only
Death or
Disability
John Wilson*
Cash Severance Payment $0 $0 $1,015,076 $1,015,076 $1,522,614 $0 $0
Value of Accelerated Vesting of
Incentive Compensation $0 $0 $0 $0 $5,046,044 $290,232 $4,516,028
Continuation of Benefits $0 $0 $20,009 $20,009 $30,565 $0 $0
Life Insurance Payout $0 $0 $0 $0 $0 $0 $0
Survivor Death Benefit Payout $0 $0 $0 $0 $0 $0 $3,039,400 (1)
Total $0 $0 $1,035,085 $1,035,085 $6,599,223 $290,232 $7,555,428
(1) Includes one year payout at target under the Amended and Restated Executive Officer Incentive Plan in addition to any
Survivor Death Benefit Payout.
(2) In January 2015, our CEO agreed to amend his existing severance agreement to remove a legacy tax gross-up provision that
could have potentially triggered in the event of a change in control.
* Payouts subject to 409A regulations.
See below for additional explanation of the terms of these payments and our assumptions calculating them. In addition, please
see the “CD&A” section of this proxy statement.
Retirement or Resignation
The “Retirement or Resignation” column includes:
• Value of Accelerated Vesting of Incentive Compensation.
For Messrs. Sargent and Doody, who have met the
age and service requirement under our Rule of 65 (as
described under the caption “Accelerated Vesting of
Awards” following the “Grants of Plan Based Awards for
2014 Fiscal Year” table earlier in this proxy statement),
amounts represent the intrinsic value of all unvested stock
options as of fiscal year end.
• Continuation of Benefits. The continuation of benefits for
Messrs. Sargent and Doody represents the provision of
long-term care coverage beginning at age 65 under a
group long-term care insurance plan.
Termination for Cause
The “Termination for Cause” column includes:
• Continuation of Benefits. The continuation of benefits for Messrs. Sargent and Doody represents the provision of long-term
care coverage beginning at age 65 under a group long-term care insurance plan.
Termination without Cause or Resignation for Good Reason
In addition to our equity and cash incentive award agreements
that provide for the acceleration of vesting upon a termination
without cause, we have entered into severance benefits
agreements with each of the NEOs that provide compensation
following a termination without cause or resignation for good
reason. The circumstances constituting cause or good reason
are specifically described in the severance benefits agreements
for the named executive officers, which are listed as exhibits
to our most recent Annual Report on Form 10-K and our cash
and equity incentive plans, if applicable. In general, under the
severance benefit agreements and our incentive plans:
• a termination will be for cause if the NEO has willfully failed
to perform his or her duties, breached any confidentiality
or non-compete agreement with us, or engaged in
misconduct that harms us; and
• the NEO will have good reason to resign if we significantly
diminish his or her authority or responsibilities, reduce his
or her salary or eligibility for bonus and other benefits,
or require that he or she relocate their office more than
50 miles following a change-in-control of Staples.
The “Termination without Cause” and “Resignation for Good
Reason” columns include:
• Cash Severance Payments. For Mr. Sargent, the amount
represents the continuation of salary and bonus for
24 months and for Ms. Komola and Messrs. Doody,
Parneros and Wilson, amounts represent the continuation
of salary and bonus for 12 months.