Staples 2014 Annual Report Download - page 89

APPENDIX A
www.staplesannualmeeting.com STAPLES 85
(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, any Offering
Period then in progress will be shortened by setting a New Exercise Date, and will terminate immediately prior to the consummation
of such proposed dissolution or liquidation, unless provided otherwise by the Administrator. The New Exercise Date will be
before the date of the Company’s proposed dissolution or liquidation. The Administrator will notify each Participant in writing or
electronically, prior to the New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the New
Exercise Date and that the Participant’s option will be exercised automatically on the New Exercise Date, unless prior to such date
the Participant has withdrawn from the Offering Period as provided in Section 10 hereof.
(c) Change in Control. In the event of a Change in Control, each outstanding option will be assumed or an equivalent
option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the
successor corporation refuses to assume or substitute for the option, then, in the sole discretion of the Administrator, either (i) all
outstanding options will be cancelled by the Administrator as of a date prior to the effective date of the Change in Control and
all Contributions shall be refunded to the Participants; or (ii) the Offering Period with respect to which such option relates will be
shortened by setting a New Exercise Date on which such Offering Period shall end. The New Exercise Date will occur before the
date of the Company’s proposed Change in Control. The Administrator will notify each Participant in writing or electronically prior
to the New Exercise Date, that the Exercise Date for the Participant’s option has been changed to the New Exercise Date and that
the Participant’s option will be exercised automatically on the New Exercise Date, unless prior to such date the Participant has
withdrawn from the Offering Period as provided in Section 10 hereof. Notwithstanding the foregoing, if the Company shall at any
time merge or consolidate with another corporation and the holders of the capital stock of the Company immediately prior to such
merger or consolidation continue to hold at least seventy-five percent (75%) by voting power of the capital stock of the surviving
corporation, the holder of each option then outstanding will thereafter be entitled to receive at the next Exercise Date upon the
exercise of such option for each share of Common Stock as to which such option shall be exercised the securities or property
which a holder of such shares of Common Stock was entitled to upon and at the time of such merger or consolidation, and the
Administrator shall take such steps in connection with such merger or consolidation as the Administrator shall deem necessary
to assure that the provisions of Section 20(a) shall thereafter be applicable, as nearly as reasonably may be, in relation to the said
securities or property as to which such holder of such option might thereafter be entitled to receive thereunder.
21. Amendment or Termination.
(a) The Administrator, in its sole discretion (except as provided in Section 14), may amend, suspend, or terminate
the Plan, or any part thereof, at any time and for any reason. If the Plan is terminated, the Administrator, in its discretion, may elect
to terminate all outstanding Offering Periods either immediately or upon completion of the purchase of shares of Common Stock
on the next Exercise Date (which may be sooner than originally scheduled, if determined by the Administrator in its discretion),
or may elect to permit Offering Periods to expire in accordance with their terms (and subject to any adjustment pursuant to
Section 20). If the Offering Periods are terminated prior to expiration, all amounts then credited to Participants’ accounts that
have not been used to purchase shares of Common Stock will be returned to the Participants (without interest thereon, except as
otherwise required under local laws, as further set forth in Section 12 hereof) as soon as administratively practicable. In addition,
an amendment to the Plan must be approved by the stockholders of the Company within twelve (12) months of the adoption of
such amendment if such amendment would authorize the sale of more shares than are then authorized for issuance under the
Plan or would change the definition of the corporations that may be designated by the Administrator as participating companies
under the Plan.
(b) In the event the Administrator determines that the ongoing operation of the Plan may result in unfavorable
financial accounting consequences, the Administrator may, in its discretion and, to the extent necessary or desirable, modify,
amend or terminate the Plan to reduce or eliminate such accounting consequence including, but not limited to:
(i) amending the Plan to conform with the safe harbor definition under the Financial Accounting Standards
Board Accounting Standards Codification Topic 718 (or any successor thereto), including with respect to an Offering Period
underway at the time;
(ii) altering the Purchase Price for any Purchase Period or Offering Period including a Purchase Period or
Offering Period underway at the time of the change in Purchase Price;
(iii) shortening any Offering Period by setting a New Exercise Date, including an Offering Period underway at
the time of the Administrator action;
(iv) reducing the maximum percentage of Compensation a Participant may elect to set aside as
Contributions; and
(v) reducing the maximum number of shares of Common Stock a Participant may purchase during any
Offering Period.
Such modifications or amendments will not require stockholder approval or the consent of any Plan Participants.
(c) The Administrator may amend an outstanding option or grant a replacement option for a option previously
granted under the Plan if, in the Administrator’s discretion, it determines that (i) the tax consequences of such option to the
Company or the Participant differ from those consequences that were expected to occur on the date the option was granted,
(ii) clarifications or interpretations of, or changes to, tax law or regulations permit options to be granted that have more favorable
tax consequences than initially anticipated, or (iii) such amendment is necessary or advisable to comply with applicable local laws.