Exhibit 10.21

AMENDED AND RESTATED 1992 EQUITY INCENTIVE PLAN

The
purpose of this plan (the "Plan") is to secure for Staples, Inc. (the "Company") and its shareholders the benefits arising from capital stock ownership by employees or
officers of, and consultants to, the Company and its parent and subsidiary corporations who are expected to contribute to the Company's future growth and success. Except where the context otherwise
requires, the term "Company" shall include the parent and all present and future subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as
amended or replaced from time to time (the "Code"). Those provisions of the Plan which make express reference to Section 422 shall apply only to Incentive Stock Options (as that term is defined
herein).



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Options
and restricted stock awards may be granted or made to persons who are, at the time of grant, employees or officers of the Company (including any persons who have entered into an
agreement with the Company under which they will be employed by the Company in the future) or consultants to the Company; provided, that the class of employees to whom Incentive Stock Options may be
granted shall be limited to employees of the Company. A person who has been granted an option or award may, if he or she is otherwise eligible, be granted additional options or awards if the Board of
Directors shall so determine; provided, that the maximum number of shares for which options or restricted stock awards may be granted to any one employee during any fiscal year shall be 3,037,500
shares, subject to adjustment as provided in Section 15 below.

Subject
to adjustment as provided in Section 15 below, the maximum number of shares of Staples Common Stock which may be issued and sold under the Plan is 124,300,000 shares(1) of
Staples Common Stock. Except as prohibited by Rule 16b-3, (i) if an option granted under the Plan shall expire or terminate for any reason without having been exercised in
full, the unpurchased shares subject to such option shall again be available for subsequent option grants or awards under the Plan and (ii) if restricted stock awarded under the Plan shall be
repurchased by the Company, the repurchased shares subject to such award shall again be available for subsequent option grants or awards under the Plan.

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As
a condition to the grant of an option under the Plan, each recipient of an option shall execute an option agreement in such form not inconsistent with the Plan as may be approved by
the Board of Directors. Such option agreements may differ among recipients.

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Each
option and all rights thereunder shall expire on such date as shall be set forth in the applicable option agreement, except that, in the case of an Incentive Stock Option, such date
shall not be later
than ten years after the date on which the option is granted (or five years in the case of options described in Section 11(b)), and, in the case of non-statutory options, in no
event after the expiration of ten years plus 30 days from the date on which the option is granted, and, in either case, options shall be subject to earlier termination as provided in the Plan.

Each
option granted under the Plan shall be exercisable either in full or in installments at such time or times and during such period as shall be set forth in the agreement evidencing
such option, subject to the provisions of the Plan.

Except
as otherwise provided by the Board of Directors or by will or the laws of descent and distribution, no option granted under the Plan shall be assignable or transferable by the
person to whom it is granted, either voluntarily or by operation of law. During the life of the optionee, the options shall be exercisable only by the optionee. Notwithstanding the foregoing,
non-statutory options may be transferred pursuant to a qualified domestic relations order (as defined in Rule 16b-3).

Except
as provided in Section 11(d) with respect to Incentive Stock Options, and subject to the provisions of the Plan, the Board of Directors shall determine the period of time
during which an optionee may exercise an option following (i) the termination of the optionee's employment or other relationship with the Company or (ii) the death or disability of the
optionee. Such periods shall be set forth in the agreement evidencing such option.

Options
granted under the Plan which are intended to be Incentive Stock Options shall be subject to the following additional terms and conditions:



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For
all purposes of the Plan and any option or restricted stock award granted hereunder, "employment" shall be defined in accordance with the provisions of
Section 1.421-7(h) of the Income Tax Regulations (or any successor regulations). Notwithstanding the foregoing provisions, no stock option may be exercised after its expiration
date.

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A
restricted stock award ("award") shall consist of the issuance by the Company of shares of Staples Common Stock, and purchase by the recipient of such shares, subject to the terms,
conditions and restrictions described in the document evidencing the award and in this Section 13 and elsewhere in the Plan.



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The
holder of an option or recipient of an award shall have no rights as a shareholder with respect to any shares covered by the option or award (including, without limitation, any
rights to receive dividends or non-cash distributions with respect to such shares) until the date of issue of a stock certificate to him or her for such shares. No adjustment shall be made
for dividends or other rights for which the record date is prior to the date such stock certificate is issued. Notwithstanding the foregoing, in the event the Company effects a split of Staples Common
Stock by means of a stock dividend and the exercise price of and the number of shares subject to such Option are adjusted as of the date of the distribution of the dividend (rather than as of the
record date for such dividend), then an optionee who exercises an Option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution
date, the stock dividend with respect to the shares of Staples Common Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of
business on the record date for such stock dividend.

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Nothing
contained in the Plan or in any option or award shall confer upon any optionee or any recipient of an award any right with respect to the continuation of his or her employment by
the Company or consulting relationship with the Company or interfere in any way with the right of the Company at any time to terminate such employment or consulting relationship or to increase or
decrease the compensation of the optionee.

Except
as to plans which by their terms include such amounts as compensation, neither the amount of any compensation deemed to be received by an employee as a result of the exercise of
an option or the sale of shares received upon such exercise nor the value of an award granted to an employee will constitute compensation with respect to which any other employee benefits of such
employee are determined, including, without limitation, benefits under any bonus, pension, profit-sharing, life insurance or salary continuation plan, except as otherwise specifically determined by
the Board of Directors.

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Subject
to the approval of the stockholders of the Company, the Board of Directors shall have the authority to effect, with the consent of the affected optionees, (i) the
cancellation of any or all outstanding options under the Plan and the grant in substitution therefor of new options under the Plan covering the same or different numbers of shares of Staples Common
Stock and having an option exercise price per share which may be lower or higher than the exercise price per share of the cancelled options or (ii) the amendment of the terms of any and all
outstanding options under the Plan to provide an option exercise price per share which is higher or lower than the then-current exercise price per share of such outstanding options.

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The
Board of Directors may, without amending the Plan, modify awards or options granted to participants who are foreign nationals or employed outside the United States to recognize
differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.

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