Staples 2014 Annual Report Download - page 82

78 STAPLES Notice of Annual Meeting of Stockholders
i APPENDIX A
STAPLES, INC.
2012 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose.
(a) The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries and
Designated Affiliates with an opportunity to purchase Common Stock through accumulated Contributions.
(b) This Plan includes two components: a Code Section 423 Component (the “423 Component”) and a non-Code
Section 423 Component (the “Non-423 Component”). It is the intention of the Company to have the 423 Component qualify as
an “employee stock purchase plan” under Section 423 of the Code. The provisions of the 423 Component, accordingly, shall
be construed so as to extend and limit participation in a uniform and nondiscriminatory basis consistent with the requirements
of Section 423 of the Code. In addition, this Plan authorizes the grant of options under the Non-423 Component, which does
not qualify as an “employee stock purchase plan” under Section 423 of the Code; such options granted under the Non-423
Component shall be granted pursuant to rules, procedures or sub-plans adopted by the Administrator designed to achieve tax,
securities laws or other objectives for Eligible Employees and the Company. Except as otherwise provided herein, the Non-423
Component will operate and be administered in the same manner as the 423 Component. Offerings intended to be made under
the Non-423 Component will be designated as such by the Administrator at or prior to the time of such Offering.
(c) If a Participant transfers employment from the Company or any Designated Subsidiary participating in the 423
Component to a Designated Affiliate participating in the Non-423 Component, he or she shall immediately cease to participate in
the 423 Component; however, any Contributions made for the Purchase Period in which such transfer occurs shall be transferred
to the Non-423 Component, and such Participant shall immediately join the then current Offering under the Non-423 Component
upon the same terms and conditions in effect for his or her participation in the Plan, except for such modifications as may be
required by applicable law or otherwise applicable for Participants in such Designated Affiliates. A Participant who transfers
employment from a Designated Affiliate participating in the Non-423 Component to the Company or any Designated Subsidiary
participating in the 423 Component shall remain a Participant in the Non-423 Component until the earlier of (i) the end of the
current Offering Period under the Non-423 Component, or (ii) the Enrollment Date of the first Offering Period in which he or she
participates following such transfer. Notwithstanding the foregoing, the Administrator may establish different rules to govern
transfers of employment between companies participating in the 423 Component and the Non-423 Component, consistent with
the applicable requirements of Section 423 of the Code.
2. Definitions.
(a) “Administrator” means the Board or the Committee designated by the Board to administer the Plan pursuant
to Section 14.
(b) “Affiliate” means (i) any entity that, directly or indirectly, is controlled by, controls or is under common control
with, the Company or (ii) any entity in which the Company has a significant equity interest, in either case as determined by the
Administrator, whether now or hereafter existing (which, for avoidance of doubt, shall include any Subsidiary).
(c) “Applicable Laws” means the requirements relating to the administration of equity-based awards under U.S.
state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the
Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where options are, or will be,
granted under the Plan.
(d) “Board” means the Board of Directors of the Company.
(e) “Change in Control” means the occurrence of any of the following events:
(i) any “person”, as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the
Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation
owned directly or indirectly by the stockholders of the Company in substantially the same proportion as their ownership of the
Company’s stock), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company’s then
outstanding securities (other than pursuant to a merger or consolidation described in clause (1) or (2) of subsection (iii) below);
(ii) individuals who, as of the date hereof, constitute the Board (as of the date hereof, the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to
the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least
a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose
initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of
the Company, as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act) shall be, for purposes of this
Agreement, considered as though such person were a member of the Incumbent Board;