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**Exhibit 10.19**
| *Stock Option Grant*                                              | **Staples, Inc.**                                                |
|-------------------------------------------------------------------|------------------------------------------------------------------|
| ** **                                                        | Employer ID: 04-2896127  500 Staples Drive  Framingham, MA 01702 |
| ** **                                                        | ** **                                                       |
| ** **                                                        |                                                             |
|                                                              | ACCOUNT ID:                                                      |
| «FirstName» «MiddleName» «LastName» | LOCATION:                                                        |
| «Address1»                                              | ** **                                                       |
| «Address2»                                              | ** **                                                       |
| «Address3»                                              |                                                             |
| «City», «State» «Zip»               |                                                             |
| «Country»                                               |                                                             |

 

You have been granted anoption to purchase Staples, Inc. Common Stock as follows:

| Type of Option:                        |   | Non-Qualified Stock Option |   |
|----------------------------------------|--------|--------------------------------------|--------|
| Grant No.:                             |   |                                 |   |
| Stock Option Plan:                     |   | 2004                                 |   |
| Date of Grant:                         |   |                                 |   |
| Total Number of Option  Shares:        |   |                                 |   |
| Option Price per Share:                |   | US$                                  |   |
| Total Exercise Price of Option Shares: |   | US$                                  |   |

 

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

 

By your acceptance ofthis Stock Option Grant, you agree that this option is granted under andgoverned by the terms and conditions of Staples, Inc.’s Amended and Restated2004 Stock Incentive Plan (as further amended or restated from time to time)and by the terms and conditions of Staples, Inc.’s Non-Qualified Stock OptionAgreement (NQS42004), which is attached hereto.

Staples, Inc.

Ronald L. SargentChairman and Chief Executive Officer

Attachment: Staples, Inc.Non-Qualified Stock Option Agreement

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**STAPLES,INC. DIRECTOR STOCK OPTION AGREEMENT**

1. *Grant of Option*.  Staples, Inc., a Delaware corporation (“Staples”),hereby grants to the Optionee named on the reverse hereof an option, pursuantto Staples’ Amended and Restated 2004 Stock Incentive Plan (the “Plan”), topurchase an aggregate of the Total Number of Option Shares of Common Stock ofStaples stated on the reverse hereof at a price per share equal to the OptionPrice per Share stated on the reverse hereof, purchasable as set forth in, andsubject to the terms and conditions of, this Option Agreement and the Plan.

2. *Non-Statutory Stock Option*.  This option is not intended to qualify as anincentive stock option under Section 422 of the Internal Revenue Code of 1986,as amended (the “Code”).

3. *Exercise of Option and Provisions for Termination*.

(a) *Vesting Schedule*.  Except as otherwise provided in this Agreement,this option may be exercised up to and including the tenth anniversary of theDate of Grant set forth on the reverse hereof (hereinafter the “Expiration Date”)in installments as to not more than the number of shares commencing on therespective vesting dates set forth in the table on the reverse hereof.  Notwithstanding the foregoing: (1) if theOptionee ceases to serve as a director of Staples prior to the fourthanniversary date of the Date of Grant, no additional shares of Common Stockshall become exercisable on any of the anniversary dates following thecessation of his or her service as director; and (2) this option shallimmediately become exercisable in full in the event (i) a Change in Control (asdefined below) of Staples occurs,  (ii)the Optionee ceases to serve as a director of Staples due to his or her death,disability (within the meaning of Section 22(e)(3) of the Code or any successorprovision) or (iii) the Optionee ceases to serve as a director of Staples afterattaining age 55 if 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 Optionee plus the Optionee’s age isgreater than or equal to 65.

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

(i)  A “Change in Control” shallbe deemed to have occurred if (A) any “person”, as such term is used in Sections13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)(other than Staples, any trustee or other fiduciary holding securities under anemployee benefit plan of Staples, or any corporation owned directly orindirectly by the stockholders of Staples in substantially the same proportionas their ownership of stock of Staples), is or becomes the “beneficial owner”(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, ofsecurities of Staples representing 30% or more of the combined voting power ofStaples’ then outstanding securities (other than pursuant to a merger orconsolidation described in clause (1) or (2) of subsection (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 

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consolidationwhich would result in the voting securities of Staples outstanding immediatelyprior thereto continuing to represent (either by remaining outstanding or bybeing converted into voting securities of the surviving entity) more than 75%of the combined voting power of the voting securities of Staples or suchsurviving entity outstanding immediately after such merger or consolidation, or(2) a merger or consolidation effected to implement a recapitalization ofStaples (or similar transaction) in which no “person” (as defined above)acquires more than 30% of the combined voting power of Staples’ thenoutstanding securities; or (D) the stockholders of Staples approve an agreementfor the sale or disposition by Staples of all or substantially all of Staples’assets, and such sale or disposition is consummated.

(ii) “Surviving Corporation” shall mean (x) in the case of a Change inControl pursuant to clause (A) or clause (B) of Section 3(b)(i), Staples; (y)in the case of a Change in Control pursuant to clause (C) of Section 3(b)(i),the surviving or resulting corporation in such merger or consolidation; and (z)in the case of a Change in Control pursuant to Clause (D) of Section 3(b)(i),the entity acquiring the majority of the assets being sold or disposed of byStaples.

(c) *Continuous Service as Director Required*.  Except as otherwise provided in this Section3(c), this option shall terminate, and may no longer be exercised by theOptionee, on the date six months after the Optionee ceases to serve as adirector of Staples.  In the event (1)the Optionee ceases to serve as a director of Staples due to his or her deathor disability (within the meaning of Section 22(e)(3) of the Code or anysuccessor provision), or (2) the Optionee dies within six months after he orshe ceases to serve as a director of Staples, then the exercisable portion ofthis option may be exercised within the period of one year following the datethe Optionee ceases to serve as a director, by the Optionee or by the person towhom this option is transferred by will or by the laws of descent and distribution.In the event the Optionee ceases to serve as a director of Staples after attaining age 55, if at the time of suchcessation of service the sum of the years of service as a director of Staples(as determined by the Board of Directors of Staples) completed by the Optioneeplus the Optinee’s age is greater than or equal to 65, then the exercisableportion of this option may be exercised within three years following the datethe optionee ceases to serve as a director, by the Optionee or by the person towhom this option is transferred by will or by the laws of descent anddistribution  Notwithstanding theforegoing, each option shall terminate, and may no longer be exercised, on thedate 10 years after the Date of Grant.

(d) *Exercise Procedure*.  Subject to the conditions set forth in thisAgreement, this option shall be exercised by the Optionee’s delivery of writtennotice of exercise to the Secretary of Staples specifying the number of sharesto be purchased and the purchase price to be paid therefor and accompanied bypayment in full in accordance with Section 4. Such exercise shall be effective upon receipt by the Secretary ofStaples of such written notice together with the required payment.  The Optionee may purchase fewer than the totalnumber of shares covered hereby, provided that no partial exercise of thisoption may be for any fractional share.

4. *Payment of Purchase Price*.

(a)  *Method ofPayment.*  Payment of thepurchase price for shares purchased upon exercise of this option shall be made(i) by delivery to Staples of cash or a check to the order of Staples in anamount equal to the purchase price of such shares, (ii) subject to the consentof Staples, by delivery to Staples of shares of Common Stock of Staples thenowned by the Optionee having a fair market value equal in amount to thepurchase price of such shares, (iii) by any other means which the Board ofDirectors determines are consistent with the purpose of the Plan and withapplicable laws and regulations (including, without limitation, the provisionsof Rule 16b-3 under the Securities Exchange Act of 1934 and Regulation T promulgatedby the Federal Reserve Board), or (iv) by any combination of such methods ofpayment.  

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Notwithstandingthe prior sentence, under no circumstances may payment for shares be made by apromissory note.

(b)  *Valuation ofShares or Other Non-Cash Consideration Tendered in Payment of Purchase Price.*  For the purposes hereof, the fair marketvalue of any share of Staples’ Common Stock or other non-cash considerationwhich may be delivered to Staples in exercise of this option shall bedetermined in good faith by the Board of Directors of Staples.

(c)  Delivery of Shares Tenderedin Payment of Purchase Price.  If theOptionee exercises this option by delivery of shares of Common Stock ofStaples, the certificate or certificates representing the shares of CommonStock of Staples to be delivered shall be duly executed in blank by the Optioneeor shall be accompanied by a stock power duly executed in blank suitable forpurposes of transferring such shares to Staples, and the Common Stock deliveredmay not be subject to any repurchase, forfeiture, unfulfilled vesting or othersimilar requirement and must have been held for at least six months if such CommonStock was previously issued to the Optionee through a Staples compensationplan.  Fractional shares of Common Stockof Staples will not be accepted in payment of the purchase price of sharesacquired upon exercise of this option.

5. *Delivery of Shares; Compliance With Securities Law,Etc.*

(a) *General*. Staples shall, upon payment of the option price for the number of sharespurchased and paid for, make prompt delivery of such shares to the Optionee,provided that if any law or regulation requires Staples to take any action withrespect to such shares before the issuance thereof, then the date of deliveryof such shares shall be extended for the period necessary to complete suchaction.

(b) *Listing, Qualification, Etc*.  This option shall be subject to the requirementthat if, at any time, counsel to Staples shall determine that the listing,registration or qualification of the shares subject hereto upon any securitiesexchange or under any state or federal law, or the consent or approval of anygovernmental or regulatory body, or that the disclosure of non-publicinformation or the satisfaction of any other condition is necessary as acondition of, or in connection with, the issuance or purchase of shareshereunder, this option may not be exercised, in whole or in part, unless suchlisting, registration, qualification, consent or approval, disclosure, orsatisfaction of such other condition shall have been affected or obtained onterms acceptable to the Board of Directors. Nothing herein shall be deemed to require Staples to apply for, effector obtain such listing, registration, qualification, or disclosure or satisfysuch other condition.

6. *Transferability of Option*.  This option is personal and may not betransferred other than by will or the laws of descent and distribution or, uponnotice to Staples, for estate planning purposes to entities that are beneficiallyowned entirely by family members, and this option shall be exercised during thelifetime of the Optionee only by the Optionee or his or her legalrepresentative.  Other than pursuant tothe prior sentence, no rights granted hereunder may be transferred, assigned,pledged or hypothecated in any way (whether by operation of law or otherwise)nor shall any such rights be subject to execution, attachment or similarprocess.  All transferees of this Optionmust agree to be governed by all of the terms and conditions of thisAgreement.  Upon any attempt to transfer,assign, pledge, hypothecate or otherwise dispose of this option or of suchrights contrary to the provisions hereof, or upon the levy of any attachment orsimilar process upon this option or such rights, this option and such rightsshall, at the election of Staples, become null and void.

7. *Limitation of Rights*

(a) *No Right to Continue as a Director*.  Neither the Plan, nor the granting of thisoption nor any other action taken pursuant to the Plan, shall constitute or beevidence of any 

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agreementor understanding, express or implied, that Staples will retain the Optionee asa director for any period of time.

(b) *No Stockholders’ Rights for Options*.  The Optionee shall have no rights as astockholder with respect to the shares of Common Stock covered by this optionuntil the date of the issuance to him or her of a stock certificate therefor, andno adjustment will be made for dividends or other rights (except as provided inSection 9(a) of the Plan) for which the record date is prior to the date suchcertificate is issued.

8. *Adjustment Provisions for Recapitalizations andRelated Transactions*.  In theevent of any recapitalization, reclassification of shares, stock dividend,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 Optionee shall, with respect to this optionor any unexercised portion thereof, be entitled to the rights and benefits, andbe subject to the limitations, set forth in Section 9(a) of the Plan.

9. *Mergers, Consolidations, Asset Sales, Liquidations,Etc*.  In the event of a mergeror consolidation or any share exchange transaction in which outstanding sharesof Common Stock are exchanged for securities, cash or other property of anyother corporation or business entity, or in the event of a liquidation ofStaples, prior to the Expiration Date or termination of this option, theOptionee shall, with respect to this option or any unexercised portion thereof,be entitled to the rights and benefits, and be subject to the limitations, setforth in Section 9 of the Plan.

10. *Withholding Taxes*.  Staples’ obligation to deliver shares of CommonStock upon the exercise of this option shall be subject to the Optionee’ssatisfaction of all applicable federal, state and local income and employmenttax withholding requirements.

11. *Miscellaneous*.

(a) Except as provided herein, this option may not be amended orotherwise modified unless evidenced in writing and signed by Staples and theOptionee unless the Board of Directors of Staples determines that the amendmentor modification, taking into account any related action, would not materiallyand adversely affect the Optionee. However, in no event may this Option be converted into a stockappreciation right.  This OptionAgreement may be executed in multiple counterparts, each of which shall representthe same option agreement.

(b) All notices under this option shall be mailed or delivered by handto Staples at its main office, Attn: Secretary, and to the Optionee to his orher last known address on the records of Staples or at such other address asmay be designated in writing by either of the parties to one another.

(c) This option shall be governed by and construed in accordance withthe laws of the State of Delaware.

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