Staples 2014 Annual Report Download - page 90

APPENDIX A
86 STAPLES Notice of Annual Meeting of Stockholders
22. Notices. All notices or other communications by a Participant to the Company under or in connection with the Plan
will be deemed to have been duly given when received in the form and manner specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.
23. Notification Of Disposition Of Shares. As a condition of participation in the Plan, the Company requires Participants in
an Offering under the 423 Component to give the Company prompt notice of any disposition of shares of Common Stock acquired
by exercise of an option. The Company may further require that until such time as a Participant in an Offering under the 423
Component disposes of shares acquired upon exercise of an option, the Participant shall hold all such shares in the Participant’s
name (or, if elected by the Participant, in the name of the Participant and his or her spouse but not in the name of any nominee)
until the later of two years after the date of grant of such option or one year after the date of exercise of such option. The Company
may direct that the certificates evidencing shares acquired by exercise of an option refer to such requirement to give prompt notice
of disposition.
24. Conditions Upon Issuance of Shares. Shares of Common Stock will not be issued with respect to an option unless
the exercise of such option and the issuance and delivery of such shares pursuant thereto will comply with all applicable provisions
of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and
regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and
will be further subject to the approval of counsel for the Company with respect to such compliance. The inability or impracticability
of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel
to be necessary to the lawful issuance and sale of any shares under the Plan, or the approval of any securities exchange or market
system upon which the Common Stock may then be listed, if any, deemed by the Company’s legal counsel to be necessary to
the issuance and sale of any shares under the Plan in compliance with the requirements of such securities exchange or market
system, shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite
authority or approval shall not have been obtained. As a condition to the exercise of an option, the Company may require the
Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or
regulation, and to make any representation or warranty with respect thereto as may be requested by the Company.
25. Code Section 409A. The Plan is exempt from the application of Code Section 409A and any ambiguities herein will
be interpreted to so be exempt from Code Section 409A. The Non-423 Component is intended to be exempt from the application
of Section 409A of the Code under the short-term deferral exception and any ambiguities shall be construed and interpreted in
accordance with such intent. In furtherance of the foregoing and notwithstanding any provision in the Plan to the contrary, if the
Administrator determines that an option granted under the Plan may be subject to Code Section 409A or that any provision in the
Plan would cause an option under the Plan to be subject to Code Section 409A, the Administrator may amend the terms of the
Plan and/or of an outstanding option granted under the Plan, or take such other action the Administrator determines is necessary
or appropriate, in each case, without the Participant’s consent, to exempt any outstanding option or future option that may be
granted under the Plan from or to allow any such options to comply with Code Section 409A, but only to the extent any such
amendments or action by the Administrator would not violate Code Section 409A. Notwithstanding the foregoing, the Company
shall have no liability to a Participant or any other party if the option to purchase Common Stock under the Plan that is intended to
be exempt from or compliant with Code Section 409A is not so exempt or compliant or for any action taken by the Administrator
with respect thereto.
26. Tax-Qualification. Although the Company may endeavor to (i) qualify an option for favorable tax treatment under the
laws of the United States or jurisdictions outside of the United States or (ii) avoid adverse tax treatment (e.g., under Section 409A
of the Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or
avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan, including Section 25. The Company shall
be unconstrained in its corporate activities without regard to the potential negative tax impact on Participants under the Plan.
27. Term of Plan. Subject to Section 28 of the Plan, the Plan will become effective upon its adoption by the Board. It will
continue in effect until terminated under Section 21.
28. Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within twelve
(12) months after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the
degree required under Applicable Laws.
29. Governing Law. The Plan shall be governed by, and construed in accordance with, the laws of the State of Massachusetts
(except its choice-of-law provisions). Unless otherwise determined by the Administrator in its discretion, Participants are deemed
to submit to the exclusive jurisdiction and venue of the competent federal or state courts of the State of Massachusetts to resolve
any and all issues that may arise out of or relate to the Plan or the subscription agreement.
30. Severability. If any provision of the Plan is or becomes or is deemed to be invalid, illegal, or unenforceable for any
reason in any jurisdiction or as to any Participant, such invalidity, illegality or unenforceability shall not affect the remaining parts of
the Plan, and the Plan shall be construed and enforced as to such jurisdiction or Participant as if the invalid, illegal or unenforceable
provision had not been included.
31. Dividends on Shares Purchased under the Plan. Unless otherwise determined by the Administrator, each Participant
agrees, for so long as shares of Common Stock purchased by the Participant at any time under the Plan (the “Purchased Shares”)