Staples 2014 Annual Report Download - page 88

APPENDIX A
84 STAPLES Notice of Annual Meeting of Stockholders
concessions, licenses, options and all other similar instruments, (b) to engage any agents or contractors, including banks, stock
brokers and attorneys, (c) to amend the Plan, and (d) to otherwise do all acts and things necessary or suitable in connection with
the exercise of any of the aforementioned powers; provided, that no such authorization shall extend to any amendment of the Plan
that increases the number of shares of Common Stock available for purchase under the Plan or otherwise requires stockholder
approval under applicable tax or stock exchange rules. Notwithstanding the foregoing, the Board or the Compensation Committee
of the Board shall administer the Plan to the extent necessary to comply with Applicable Laws.
Unless otherwise determined by the Board (within the constraints of Applicable Laws), the Administrator will have full and
exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to designate separate Offerings under the
Plan, to determine which entities shall be Designated Subsidiaries or Designated Affiliates, to determine eligibility, to adjudicate
all disputed claims filed under the Plan (including making factual determinations), to change the Offering Periods and Purchase
Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period or Purchase Period,
permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the
Company’s processing of properly completed subscription agreements, establish reasonable waiting and adjustment periods
and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each
Participant properly correspond with Contribution amounts, and establish such other limitations or procedures as the Administrator
determines in its sole discretion advisable that are consistent with the Plan, including adopting amendments to the Plan and/or
outstanding options as permitted by Section 21 below.
Further, the Administrator, or its delegee to the extent permitted by Applicable Laws, may adopt such rules, procedures
and sub-plans as are necessary or appropriate to permit the participation in the Plan by employees who are foreign nationals or
employed outside the United States, the terms of which sub-plans may take precedence over other provisions of this Plan, with
the exception of Section 13(a) hereof, but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan
shall govern the operation of such sub-plan. To the extent inconsistent with the requirements of Section 423, any such sub-plan
shall be considered part of the Non-423 Component, and rights granted thereunder shall not be required by the terms of the Plan
to comply with Section 423 of the Code. Without limiting the generality of the foregoing, the Administrator is specifically authorized
to adopt rules and procedures regarding eligibility to participate, the definition of Compensation, handling of Contributions, making
of Contributions to the Plan (including, without limitation, in forms other than payroll deductions), establishment of bank or trust
accounts to hold Contributions, payment of interest, establishment of the exchange ratio applicable to Contributions withheld in a
currency other than U.S. dollars, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding
procedures and handling of stock certificates that vary with applicable local requirements. The Administrator also is authorized
to determine that, to the extent permitted by U.S. Treasury Regulation Section 1.423-2(f), the terms of an option granted under
the Plan or an Offering to citizens or residents of a non-U.S. jurisdiction will be less favorable than the terms of options granted
under the Plan or the same Offering to employees resident solely in the U.S. Every finding, decision and determination made by
the Administrator will be final and binding upon all parties.
15. Death of Participant. In the event of the death of a Participant, any shares of Common Stock and cash, if any, from
the Participant’s account under the Plan will be delivered to the executor, administrator or personal representative of the estate of
the Participant, or such other individual as may be prescribed by applicable law.
16. Transferability. Neither Contributions credited to a Participant’s account nor any rights with regard to the exercise of an
option or to receive shares of Common Stock under the Plan may be assigned, transferred, pledged or otherwise disposed of in
any way (other than by will, the laws of descent and distribution or as provided in Section 15 hereof) by the Participant. Any such
attempt at assignment, transfer, pledge or other disposition will be without effect, except that the Company may treat such act as
an election to withdraw funds from an Offering Period in accordance with Section 10 hereof.
17. Use of Funds. The Company may use all Contributions received or held by it under the Plan for any corporate
purpose, and the Company will not be obligated to segregate such Contributions except under Offerings in which applicable
local law requires that Contributions to the Plan by Participants be segregated from the Company’s general corporate funds and/
or deposited with an independent third party for Participants in non-U.S. jurisdictions. Until shares of Common Stock are issued,
Participants will only have the rights of an unsecured creditor with respect to such shares.
18. Reports. Individual accounts will be maintained for each Participant in the Plan. Statements of account will be given
to participating Eligible Employees at least annually, which statements will set forth the amounts of Contributions, the Purchase
Price, the number of shares of Common Stock purchased and the remaining cash balance, if any.
19. No Right to Employment. Participation in the Plan by a Participant shall not be construed as giving a Participant the
right to be retained as an employee of the Company or a Subsidiary or Affiliate, as applicable. Furthermore, the Company or a
Subsidiary or Affiliate may dismiss a Participant from employment at any time, free from any liability or any claim under the Plan.
20. Adjustments, Dissolution, Liquidation or Change in Control.
(a) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Common Stock,
other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-
up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of the Company, or other change in
the corporate structure of the Company affecting the Common Stock occurs, the Administrator, in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available under the Plan, will, in such manner as it may deem
equitable, adjust the number and class of Common Stock that may be delivered under the Plan, the Purchase Price per share and
the number of shares of Common Stock covered by each option under the Plan that has not yet been exercised, and the numerical
limits of Section 7.