**Exhibit10.20**
|                                                                                  | **Staples, Inc.**Employer ID: 04-2896127 |
|----------------------------------------------------------------------------------|------------------------------------------|
| ***Notice of Award of Restricted  Stock and  Restricted Stock Award Agreement*** | 500 Staples Drive  Framingham, MA 01702  |
| * *                                                                         | * *                                 |
| * *                                                                         | * *                                 |
| «FirstName» «LastName»                                       | ACCOUNT ID:                              |
| «Address1»                                                             | * *                                 |
| «Address2»                                                             | * *                                 |
| «City», «State» «Zip»                              | * *                                 |
| «Country»                                                              | * *                                 |

 

In considerationof services rendered to Staples, Inc., you have been awarded shares of Staples,Inc. Common Stock under Staples, Inc.’s Restricted Stock program as follows:

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

 

Byyour acceptance of this Restricted Stock Award, you acknowledge that this awardis granted under and governed by the terms and conditions of Staples, Inc.’s Amendedand Restated 2004 Stock Incentive Plan (as further amended or restated fromtime to time) and by the terms and conditions of Staples, Inc.’s RestrictedStock Award Agreement (RSBOD42004) printed on the reverse side hereof.
|        | Staples, Inc.                        |
|--------|--------------------------------------|
|   |                                 |
|   |                                 |
|   | Ronald L. Sargent                    |
|   | Chairman and Chief Executive Officer |

 

----

** **

**STAPLES, INC.  RESTRICTED STOCK AWARD AGREEMENT (DIRECTORS)**

1. Award.  In consideration ofservices rendered, Staples, Inc., a Delaware corporation (“Staples”), herebyawards to the Director named on the reverse hereof, pursuant to Staples’Amended and Restated 2004 Stock Incentive Plan (the “Plan”), the Total Numberof Shares of Common Stock of Staples stated on the reverse (the “Shares”)subject to the terms and conditions of this Restricted Stock Award Agreementand the Plan. Except where the context otherwise requires, the term “Staples”shall include any parent and all present and future subsidiaries of Staples asdefined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, asamended or replaced from time to time (the “Code”).

2. Transferability of Shares.  Until the Vesting Date described below, theShares may not be sold, assigned, transferred, pledged, hypothecated orotherwise disposed of (whether by operation of law or otherwise) nor shall theShares be subject to execution, attachment or similar process, except that theShares may be transferred by will or the laws of descent and distribution or,upon notice to Staples, for estate planning purposes to entities that arebeneficially owned entirely by family members.  All transferees of the Shares must agree to be governed by all of theterms and conditions of this Agreement. Upon any sale, transfer, assignment, pledge, hypothecation or otherdisposition, or any attempt to sell, assign, transfer, pledge, hypothecate orotherwise dispose, of the Shares contrary to the provisions hereof, or upon thelevy of any execution, attachment or similar process upon the Shares or suchrights, the Shares shall, at the election of Staples, be deemed repurchased byStaples at a repurchase price of zero and all rights with respect to the Sharesshall be forfeited to Staples.  Inaddition, Staples may seek any other legal or equitable remedies available toit, including rights of specific performance.  Staples may refuse to recognize as a shareholder of Staples anypurported transferee of or holder of any rights with respect to the Shares andmay retain and/or recover all dividends payable or paid with respect to suchShares.

3. Vesting of Shares.  Except asotherwise provided in this Agreement, the transfer restrictions on the Sharesshall lapse, and the Shares shall be considered to “vest”, on the Vesting Dateset forth on the reverse hereof.

4. Vesting Date.

(a) Continuous Relationship with Staples Required.  Except as otherwise provided in this Section4, the Shares shall not vest unless the Director is, and has been at all timessince the Date of Award set forth on the reverse, a Director of Staples (an “EligibleDirector”).

(b) Termination of Relationship with Staples.  If the Director ceases to be an EligibleDirector for any reason prior to the Vesting Date, then, except as provided inparagraph (c) below, the Shares shall be deemed repurchased by Staples at arepurchase price of zero and ownership of all right, title and interest in andto the Shares shall be forfeited and revert to Staples on the date such Directorceases to be an Eligible Director. If the Director is on an approved leave ofabsence, then the Shares shall not be forfeited as a result of such leave ofabsence unless and until the Director’s position as director is ultimatelyterminated.

(c)  VestingUpon Death or Disability or Retirement. If the Director (i) dies; (ii) becomes disabled (within the meaning ofSection 22(e)(3) of the Code); or (iii) ceases to be an Eligible Director afterattaining age 55 and at the time of such cessation of service the sum of theyears of service as a director of Staples (as determined by the Board ofDirectors of Staples) completed by the Director plus the Director’s age isgreater than or equal to 65, in each case prior to the Vesting Date while he orshe is an Eligible Director, then the Shares shall vest fully in accordancewith this Section 4(c).

(d) Repurchase/Forfeiture.  Uponrepurchase/forfeiture of the Shares for any reason hereunder, the Directorshall cease to have any rights or privileges as a stockholder of Staples with 

----

 

respect to the Shares repurchased/forfeited and such Shares shall againbe available for subsequent option grants or awards under the Plan.

5. Delivery of Shares.  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 theDirector.   No certificate(s)representing all or a part of the Shares shall be issued until vesting.

6.  NoRights to Continue as a Director. Nothing contained in the Plan or this Agreement shall be construed ordeemed by any person under any circumstances to bind Staples to continue therelationship of the Director with Staples for the period prior to or aftervesting.

7. Rights as a Shareholder.  Exceptas otherwise provided herein, the Director shall have all rights as ashareholder with respect to the Shares including, without limitation, anyrights to receive dividends or non-cash distributions with respect to theShares and to vote the Shares and act in respect of the Shares at any meetingof shareholders.

8. Adjustment Provisions.

(a) General.   In the event of anyrecapitalization, reclassification of shares, combination of shares, stockdividend, stock split, reverse stock split, spin-off or other similar change incapitalization or event or any distribution to holders of Common Stock otherthan an ordinary cash dividend, the Director shall, with respect to the Shares,be entitled to the rights and benefits, and be subject to the limitations, setforth in Section 9(a) of the Plan.

(b) Board Authority to Make Adjustments. Any adjustments under this Section 8 will be made by the Board ofDirectors, whose determination as to what adjustments, if any, will be made andthe extent thereof will be final, binding and conclusive.  No fractional shares will be issued withrespect 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 Directorshall, 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. Vesting Following a Change in Control.

(a) Definitions.  For purposes of thisAgreement, the following terms 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 inclause (1) or (2) of subsection (C) below); (B) individuals who, as of the datehereof, constitute the Board of Directors of Staples (as of the date hereof,the “Incumbent Board”) cease for any reason to constitute at least a majorityof the Board of Directors, provided that any person becoming a directorsubsequent to the date hereof whose election, or nomination for election byStaples’ stockholders, was approved by a vote of at least a majority of thedirectors then comprising the Incumbent Board (other than an election or nominationof an individual whose initial assumption of office is in connection with anactual or threatened election contest relating 

----

 

to the election of the directors of Staples, as such terms are used inRule 14a-11 of Regulation 14A under the Exchange Act) shall be, for purposes ofthis Agreement, 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 outstandingimmediately after such merger or consolidation, or (2) a merger orconsolidation effected to implement a recapitalization of Staples (or similartransaction) in which no “person” (as defined above) acquires more than 30% ofthe combined voting power of Staples’ then outstanding securities; or (D) thestockholders of Staples approve an agreement for the sale or disposition byStaples of all or substantially all of Staples’ assets, and such sale ordisposition is consummated.

(ii) “Surviving Corporation” shall mean (x)in the case of a Change in Control pursuant to clause (A) or clause (B) ofSection 10(a)(i), Staples; (y) in the case of a Change in Control pursuant toclause (C) of Section 10(a)(i), the surviving or resulting corporation in suchmerger or consolidation; and (z) in the case of a Change in Control pursuant toClause (D) of Section 10(a)(i), the entity acquiring the majority of the assetsbeing sold or disposed of by Staples.

(b) Effect of Change of Control. Notwithstanding the provisions of Section3, if a Change in Control of Staples occurs, the Shares shall vest fully inaccordance with this Section 10(b).

11. Withholding Taxes.  Staples’obligation to vest the Shares shall be subject to the Director’s satisfactionof all applicable federal, state and local income tax withholding requirements.

12. Miscellaneous.

(a) Except as provided herein, this Agreement may not be amended orotherwise modified unless evidenced in writing and signed by Staples and theDirector unless the Board of Directors determines that the amendment ormodification, taking into account any related action, would not  materially and adversely affect the Director.

(b) All notices under this Agreement shall be mailed or delivered by hand toStaples at its main office, Attn: Secretary, and to the Director to his/herlast known address on the records of Staples or at such other address as may bedesignated in writing by either of the parties to one another.

(c) This Agreement shall be governed by and construed in accordance with thelaws of the State of Delaware.

----