Staples 2014 Annual Report Download - page 87

APPENDIX A
www.staplesannualmeeting.com STAPLES 83
(c) Tax Withholding. At the time the option is exercised, in whole or in part, or at the time some or all of the Common
Stock issued under the Plan is disposed of (or any other time that a taxable event related to the Plan occurs), the Participant must
make adequate provision for the Company’s or Employer’s federal, state, local or any other tax liability payable to any authority
including taxes imposed by jurisdictions outside of the U.S., national insurance, social security or other tax withholding obligations,
if any, which arise upon the exercise of the option or the disposition of the Common Stock (or any other time that a taxable
event related to the Plan occurs), including, for the avoidance of doubt, any liability to pay an employer tax or social insurance
contribution which has been shifted from the Company or any Employer to the Participant as a matter of law or contract. At any
time, the Company or the Employer may, but will not be obligated to, withhold from the Participant’s compensation the amount
necessary for the Company or the Employer to meet applicable withholding obligations, including any withholding required to
make available to the Company or the Employer any tax deductions or benefits attributable to sale or early disposition of Common
Stock by the Eligible Employee. In addition, the Company or the Employer may, but will not be obligated to, withhold from the
proceeds of the sale of Common Stock or any other method of withholding the Company or the Employer deems appropriate.
9. Delivery. As soon as reasonably practicable after each Exercise Date on which a purchase of shares of Common
Stock occurs, the Company will arrange the delivery to each Participant of the shares purchased upon exercise of his or her
option in a form determined by the Administrator (in its sole discretion) and pursuant to rules established by the Administrator. The
Company may permit or require that shares be deposited directly with a broker designated by the Company or to a designated
agent of the Company, and the Company may utilize electronic or automated methods of share transfer. The Company may
require that shares be retained with such broker or agent for a designated period of time, and/or may establish procedures to
permit tracking of dispositions of shares.
10. Withdrawal.
(a) A Participant may withdraw all but not less than all the Contributions credited to his or her account and not yet
used to exercise his or her option under the Plan at any time by (i) submitting to the Company’s designated Human Resources
representative a written notice of withdrawal in the form determined by the Administrator for such purpose, or (ii) following
an electronic or other withdrawal procedure determined by the Administrator. Further, unless otherwise determined by the
Administrator, any Participant who elects to decrease the rate of his or her Contributions to zero percent (0%) during an Offering
Period shall be deemed to withdraw from participation in the Plan. The Administrator may impose, from time to time, a requirement
that the applicable notice of withdrawal from the Plan be on file with the Company for a reasonable period prior to the effectiveness
of the Participant’s withdrawal. All of the Participant’s Contributions credited to his or her account will be paid to such Participant
promptly after receipt of notice of withdrawal and such Participant’s option for the Offering Period will be automatically terminated,
and no further Contributions for the purchase of shares will be made for such Offering Period. If a Participant withdraws from an
Offering Period, Contributions will not resume at the beginning of the succeeding Offering Period, unless the Participant re-enrolls
in the Plan in accordance with the provisions of Section 5.
(b) A Participant’s withdrawal from an Offering Period will not have any effect upon his or her eligibility to participate
in any similar plan that may hereafter be adopted by the Company or in succeeding Offering Periods that commence after the
termination of the Offering Period from which the Participant withdraws.
11. Termination of Eligible Employee Status. Upon a Participant’s ceasing to be an Eligible Employee, for any reason, he or
she will be deemed to have elected to withdraw from the Plan and the Contributions credited to such Participant’s account during
the Offering Period but not yet used to purchase shares of Common Stock under the Plan will be returned to such Participant or,
in the case of his or her death, to the person or persons entitled thereto under Section 15, and such Participant’s option will be
automatically terminated.
12. Interest. No interest will accrue on the Contributions of a Participant in the Plan, except as may be required by applicable
law, as determined by the Company, and if so required by the laws of a particular jurisdiction, shall apply to all Participants in the
relevant Offering except to the extent otherwise permitted by U.S. Treasury Regulation Section 1.423-2(f), or with respect to any
Offering under the Non-423 Component, the payment of interest shall apply as determined by the Administrator.
13. Stock.
(a) Basic Limitation. Subject to adjustment upon changes in capitalization of the Company as provided in Section 20
hereof, a maximum of Fifteen Million (15,000,000) shares of Common Stock will be made available for sale under the Plan. All or
any portion of such maximum number of shares may be issued under the Section 423 Component.
(b) Rights as an Unsecured Creditor. Until the shares are issued (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of or broker selected by the Company), a Participant will only have
the rights of an unsecured creditor with respect to such shares, and no right to vote or receive dividends or any other rights as a
stockholder will exist with respect to such shares.
(c) Source of Shares. Any shares of Common Stock issued upon exercise may consist, in whole or in part, of
authorized and unissued shares or of treasury shares.
14. Administration. The Plan will be administered by the Board or the Committee. Unless otherwise determined by the
Board, in connection with the administration of the Plan, any two of the Chief Executive Officer, President, Chief Financial Officer,
Treasurer, Secretary or Executive Vice President—Human Resources of the Company, acting jointly, by and behalf of the Company,
shall have the authority (a) to negotiate, fix and vary the terms of, and to execute and deliver, contracts, agreements, assignments,