**Exhibit 10.16**
|                                         | **Staples, Inc.**       |
|-----------------------------------------|-------------------------|
|                                    | Employer ID: 04-2896127 |
| ***Restricted Stock Award  Agreement*** | 500 Staples Drive       |
|                                    | Framingham, MA 01702    |
|                                    |                    |

 
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| «FirstName» «MiddleName» «LastName» | LOCATION:   |
| «Address1»                                              |        |
| «Address2»                                              |        |
| «Address3»                                              |        |
| «City», «State» «Zip»               |        |
| «Country»                                               |        |
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In consideration ofservices rendered to Staples, Inc., you have been awarded restricted shares ofStaples’ Common Stock under Staples, Inc.’s Amended and Restated 2004 StockIncentive Plan, as follows:

| Award No.:                     |                                                                |
|--------------------------------|---------------------------------------------------------------------|
| Stock Option Plan:             | 2004RS                                                              |
| Date of Grant:                 |                                                                |
| Total Number of Shares:        |                                                                |
| Fair Market Value per Share:   |            $ |
| Total Value of Shares Granted: |            $ |

 

 

| Vesting Date | ** ** | **Number of Shares  Vesting on Vesting Date** | ** ** |
|-------------------|------------|------------------------------------------------------------------------|------------|
|              |       |                                                                   |       |

 

By your acceptance ofthis Restricted Stock Award, you acknowledge that this award is granted underand governed by the terms and conditions of Staples, Inc.’s Amended andRestated 2004 Stock Incentive Plan (as further amended or restated from time totime) and by the terms and conditions of Staples, Inc.’s Restricted Stock AwardAgreement as attached.

You understand and agreethat this Restricted Stock Award is being granted to you in exchange for yourexecution of a Non-Compete and Non-Solicitation Agreement in a form approved byStaples.

Staples, Inc.

Ronald L. SargentChairman and Chief Executive Officer

Attachment:  Staples, Inc. Restricted Stock AwardAgreement

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**STAPLES, INC. RESTRICTED STOCKAWARD AGREEMENT**

**1.****              Award**.  In consideration of services rendered,Staples, Inc., a Delaware corporation (“Staples”), hereby awards to theAssociate named in the accompanying Notice of Award of Restricted Stock (the “Notice”),pursuant to Staples’ Amended and Restated 2004 Stock Incentive Plan (the “Plan”),the Total Number of Shares of Common Stock of Staples stated in the Notice (the“Shares”) subject to the terms and conditions of this Restricted Stock AwardAgreement and the Plan.  Except where thecontext otherwise requires, the term “Staples” shall include any parent and allpresent and future subsidiaries of Staples as defined in Sections 424(e) and424(f) of the Internal Revenue Code of 1986, as amended or replaced from timeto time (the “Code”).

**2.****              Transferabilityof Shares**.  Until the VestingDate described below, the Shares may not be sold, assigned, transferred,pledged, hypothecated or otherwise disposed of (whether by operation of law orotherwise) nor shall the Shares be subject to execution, attachment or similarprocess, except that the Shares may be transferred by will or the laws ofdescent and distribution or, upon notice to Staples, for estate planningpurposes to entities that are beneficially owned entirely by family members.  All transferees of the Shares must agree tobe governed by all of the terms and conditions of this Agreement.  Upon any sale, transfer, assignment, pledge,hypothecation or other disposition, or any attempt to sell, assign, transfer,pledge, hypothecate or otherwise dispose, of the Shares contrary to the provisionshereof, or upon the levy of any execution, attachment or similar process uponthe Shares or such rights, the Shares shall, at the election of Staples, bedeemed repurchased by Staples at a repurchase price of zero and all rights withrespect to the Shares shall be forfeited to Staples.  In addition, Staples may seek any other legalor equitable remedies available to it, including rights of specific performance.  Staples may refuse to recognize as ashareholder of Staples any purported transferee of or holder of any rights withrespect to the Shares and may retain and/or recover all dividends payable orpaid with respect to such Shares.

**3.****              Vesting of Shares**.  Except as otherwise provided in this Agreement,the transfer restrictions on the Shares shall lapse, and the Shares shall beconsidered to “vest”, on the Vesting Date set forth in the Notice.

**4.****              Vesting Date***.*

***(a)  Continuous Relationship with Staples Required***.  Except as otherwise provided in this Section4, the Shares shall not vest unless the Associate is, and has been at all timessince the Date of Award set forth in the Notice, an employee of, or aconsultant to, Staples (an “Eligible Associate”).

***(b)  Termination of Relationship with Staples***.  If the Associate ceases to be an EligibleAssociate for any reason prior to the Vesting Date, then, except as provided inparagraph (c) and (d) below, the Shares shall be deemed repurchased by Staplesat a repurchase price of zero and ownership of all right, title and interest inand to the Shares shall be forfeited and revert to Staples on the date suchAssociate ceases to be an Eligible Associate. If the Associate is an employee on an approved leave of absence, thenthe Shares shall not be forfeited as a result of such leave of absence unlessand until the Associate’s employment relationship is ultimately terminated

***(c)  Vesting Upon Death or Disability orRetirement***.  If theAssociate (i) dies; (ii) becomes disabled (within the meaning of Section 22(e)(3)of the Code); or (iii) terminates employment after attaining age 55 and at thetime of such termination of employment the sum of the years of service (asdetermined by the Board of Directors of Staples) completed by the Associateplus the Associate’s age is greater than or equal to 65, in each case prior tothe Vesting Date while he or she is an Eligible Associate, then the Sharesshall vest fully in accordance with this Section 4(c).

***(d)  Termination for Cause***.  If (a) the Associate’s relationship withStaples is terminated by Staples for “cause” (as defined below), or (b) if theAssociate retires or resigns and Staples determines  within six months thereafter that theAssociate’s conduct prior to his or her retirement or resignation warranted adischarge for “cause,” or (c) Staples determines that the Associate’s conductafter termination of the employment or consulting relationship fails to complywith the terms of any non-competition, non-solicitation or confidentialityprovision contained in any employment, consulting, advisory, proprietaryinformation, non-disclosure, non-competition, non-solicitation or other similaragreement between the Associate and Staples, then, without limiting any otherremedy available to Staples, the Shares shall be deemed repurchased by Staplesat a repurchase price of zero and ownership of all right, title and interest inand to the Shares shall be forfeited and revert to Staples as of the date ofsuch determination; or, if the Associate at such time no longer owns suchShares, Staples shall be entitled to recover from the Associate the grossprofit earned by the Associate upon the disposition (whether by sale, gift,donation or otherwise) of such Shares.

“Cause,”as determined by Staples (which determination shall be conclusive), shall mean:

(i) willful failure by the Associate to substantially perform his or herduties with Staples (other than any failure resulting from incapacity due tophysical or mental illness); provided, however, that Staples has given theAssociate a written demand for substantial performance, which specificallyidentifies the areas in which the

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Associate’sperformance is substandard, and the Associate has not cured such failure within30 days after delivery of the demand.  Noact or failure to act on the Associate’s part will be deemed “willful” unlessthe Associate acted or failed to act without a good faith or reasonable beliefthat his or her conduct was in Staples’ best interest; or

(ii) breach by the Associate of any provision of any employment,consulting, advisory, proprietary information, non-disclosure, non-competition,non-solicitation or other similar agreement between the Associate and Staples,including, without limitation, the Proprietary and Confidential InformationAgreement and/or the Non-Compete and Non-Solicitation Agreement; or

(iii) violation by the Associate of the Code of Ethics or an attempt bythe Associate to secure any improper personal profit in connection with thebusiness of Staples; or

(iv) failure by the Associate to devote his or her full working time tothe affairs of Staples except as may be authorized in writing by Staples’ CEOor other authorized Company official; or

(v) the Associate’s engagement in business other than the business ofStaples except as may be authorized in writing by Staples’ CEO or otherauthorized Company official; or

(vi) the Associate’s engagement in misconduct which is demonstrably andmaterially injurious to Staples.

**(e)  *Repurchase*/*Forfeiture.***** Uponrepurchase/forfeiture of the Shares for any reason hereunder, the Associateshall cease to have any rights or privileges as a stockholder of Staples withrespect to the Shares repurchased/forfeited and such Shares shall again beavailable for subsequent option grants or awards under the Plan.

**5.****              Delivery ofShares***. *Staplesshall, upon the Date of Award, effect issuance of the Shares by registering theShares in book entry form with Staples’ transfer agent in the name of theAssociate.  No certificate(s)representing all or a part of the Shares shall be issued until vesting.

**6.****              No SpecialEmployment or Similar Rights**. Nothing contained in the Plan or this Agreement shall be construed ordeemed by any person under any circumstances to bind Staples to continue theemployment or other relationship of the Associate with Staples for the periodprior to or after vesting.

**7.****              Rights as aShareholder**.  Except as otherwiseprovided herein, the Associate shall have all rights as a shareholder withrespect to the Shares including, without limita­tion, any rights to receivedividends or non-cash distributions with respect to the Shares and to vote theShares and act in respect of the Shares at any meeting of shareholders.

**8.****              AdjustmentProvisions**.

***(a)  General***.   In the event of any recapitalization,reclassification of shares, combination of shares, stock dividend, stock split,reverse stock split, spin-off or other similar change in capitalization orevent or any distribution to holders of Common Stock other than an ordinarycash dividend, the Associate shall, with respect to the Shares, be entitled tothe rights and benefits, and be subject to the limitations, set forth inSection 9(a) of the Plan.

***(b)  Board Authority to Make Adjustments***.  Any adjustments under this Section 8 will bemade by the Board of Directors, whose determination as to what adjustments, ifany, will be made and the extent thereof will be final, binding andconclusive.  No fractional shares will beissued with respect to Shares on account of any such adjustments.

**9.****              Mergers,Consolidations, Distributions, Liquidations, Etc**.  In the event of a merger or consolidation orany share exchange transaction in which outstanding shares of Common Stock areexchanged for securities, cash or other property of any other corporation orbusiness entity, or in the event of a liquidation of Staples, the Associateshall, with respect to this Agreement, be entitled to the rights and benefits,and be subject to the limitations, set forth in Section 9 of the Plan.  

**10.****      ****VestingFollowing a Change in Control**.

***(a)  Definitions***.  For purposes of this Agreement, the followingterms shall have the following meanings:

(i)  A “Changein Control” shall be deemed to have occurred if (A) any “person”, as such termis used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the“Exchange Act”) (other than Staples, any trustee or other fiduciary holdingsecurities under an employee benefit plan of Staples, or any corporation owneddirectly or indirectly by the stockholders of Staples in substantially the sameproportion as their ownership of stock of Staples), is or becomes the “beneficialowner” (as defined in Rule 13d-3 under the Exchange Act), directly orindirectly, of securities of Staples representing 30% or more of the combinedvoting power of Staples’ then outstanding securities (other than pursuant to amerger or consolidation described in clause (1) or (2) of subsection

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(C) below); (B)individuals who, as of the date hereof, constitute the Board of Directors ofStaples (as of the date hereof, the “Incumbent Board”) cease for any reason toconstitute at least a majority of the Board of Directors, provided that anyperson becoming a director subsequent to the date hereof whose election, ornomination for election by Staples’ stockholders, was approved by a vote of atleast a majority of the directors then comprising the Incumbent Board (otherthan an election or nomination of an individual whose initial assumption ofoffice is in connection with an actual or threatened election contest relatingto the election of the directors of Staples, as such terms are used in Rule14a-11 of Regulation 14A under the Exchange Act) shall be, for purposes of thisAgreement, considered as though such person were a member of the IncumbentBoard; (C) the stockholders of Staples approve a merger or consolidation ofStaples with any other corporation, and such merger or consolidation isconsummated, other than (1) a merger or consolidation which would result in thevoting securities of Staples outstanding immediately prior thereto continuingto represent (either by remaining outstanding or by being converted into votingsecurities of the surviving entity) more than 75% of the combined voting powerof the voting securities of Staples or such surviving entity outstanding immediatelyafter such merger or consolidation, or (2) a merger or consolidation effectedto implement a recapitalization of Staples (or similar transaction) in which no“person” (as defined above) acquires more than 30% of the combined voting powerof Staples’ then outstanding securities; or (D) the stockholders of Staplesapprove an agreement for the sale or disposition by Staples of all orsubstantially all of Staples’ assets, and such sale or disposition isconsummated.

(ii) “Surviving Corporation” shall mean (x) in thecase of a Change in Control pursuant to clause (A) or clause (B) of Section10(a)(i), Staples; (y) in the case of a Change in Control pursuant to clause(C) of Section 10(a)(i), the surviving or resulting corporation in such mergeror consolidation; and (z) in the case of a Change in Control pursuant to Clause(D) of Section 10(a)(i), the entity acquiring the majority of the assets beingsold or disposed of by Staples.

***(b)  Effect of Change in Control***.Notwithstanding the provisions of Section 3(a), if a Change in Control ofStaples occurs, the Shares shall become vested as follows:

(i)  If, uponthe Change in Control, the Associate

(A) is not offeredemployment with the Surviving Corporation (or is not allowed to continue his orher employment, if the Surviving Corporation is Staples) in a position (1) inwhich the title, employment duties and responsibilities, conditions ofemployment, and the level of compensation and benefits are at least equivalentto those in effect during the 90-day period immediately preceding the Change inControl and (2) that does not involve a relocation of the Associate’s principalplace of employment of more than an additional 50 miles from his or her primaryresidence at the time of the Change in Control, and

(B) does notaccept (or continue) employment with the Surviving Corporation (regardless ofposition, compensation or location) (other than as a result of retirement), or

(ii) If, within one year following the date of theChange in Control, the Associate either

(A) is dischargedwithout cause (as defined in Section 4(d)) or

(B) resigns orretires because his or her title or employment duties and responsibilities arediminished, his or her conditions of employment are adversely changed, thelevel of his or her compensation and benefits are reduced, or his or herprincipal place of employment is relocated by more than an additional 50 milesfrom his or her primary residence at the time of the Change in Control, thenthe vesting of Shares shall be accelerated such that all of Shares shall vesteffective upon the date of such discharge, resignation or retirement (whichshall be considered a Vesting Date hereunder).

**11.****      ****Withholding Taxes**.  Staples’ obligation to vest the Shares shallbe subject to the Associate’s satisfaction of all applicable federal, state andlocal income and employment tax withholding requirements.  Staples may withhold any amount as itconsiders necessary to meet any tax withholding requirement of theAssociate.   These arrangements mayinclude the sale of any Shares on behalf of an Associate and/or deductions fromsalary and/or bonus payments.

**12.****       Miscellaneous**.

(a)  Except asprovided herein, this Agreement may not be amended or otherwise modified unlessevidenced in writing and signed by Staples and the Associate unless the Boardof Directors determines that the amendment or modification, taking into accountany related action, would not materially and adversely affect the Associate.

(b)  All noticesunder this Agreement shall be mailed or delivered by hand to Staples at itsmain office, Attn: Secretary, and to the Associate to his or her last knownaddress on the employment records of Staples or at such other address as may bedesignated in writing by either of the parties to one another.

(c)  This Agreementshall be governed by and construed in accordance with the laws of the State ofDelaware.

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