Exhibit 10.15

Restricted Stock Award Agreement

Staples, Inc.
Employer ID: 04-2896127
500 Staples Drive
Framingham, MA 01702

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In
consideration of services rendered to Staples, Inc., you have been awarded restricted shares of Staples' Common Stock under Staples, Inc.'s Amended and Restated 2004 Stock Incentive
Plan, as follows:

Award No.:Stock Option Plan:

2004RSDate 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 of this Restricted Stock Award, you acknowledge that this award is granted under and governed by the terms and conditions of Staples, Inc.'s Amended and Restated 2004 Stock
Incentive Plan (as further amended or restated from time to time) and by the terms and conditions of Staples, Inc.'s Restricted Stock Award Agreement as attached.

You
understand and agree that this Restricted Stock Award is being granted to you in exchange for your execution of a Non-Compete and Non-Solicitation Agreement in a form
approved by Staples.

Staples, Inc.

Ronald
L. Sargent
Chairman and Chief Executive Officer

Attachment:
Staples, Inc. Restricted Stock Award Agreement

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RESTRICTED STOCK AWARD AGREEMENT

(a)   Continuous Relationship with Staples Required.Except as otherwise provided in this Section 4, the
Shares shall not vest
unless the Associate is, and has been at all times since the Date of Award set forth in the Notice, an employee of, or a consultant to, Staples (an "Eligible Associate"). In addition, the Shares shall
not vest during any period that the Associate is suspended for an offense which could lead to a termination by Staples for "cause" (as defined below).

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

(c)   Vesting Upon Death or Disability or Retirement.If the Associate (i) dies; (ii) becomes
disabled (within the meaning of Section 22(e)(3) of the Code); or (iii) terminates employment on or after the Rule of 65 Qualification Date (defined below), in each case prior to the
Vesting Date while he or she is an Eligible Associate, then the Shares shall vest in full. For purposes of this Section 4(c), the "Rule of 65 Qualification Date" shall mean the first Quarterly
Measurement Date (defined below) to occur on or after both (A) the Date of Award and (B) the date that the Associate has attained age 55 and the sum of the years of service (as
determined by the Board of Directors of Staples) completed by the

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Associate
plus the Associate's age is greater than or equal to 65. For purposes of this Section 4(c), the "Quarterly Measurement Date" means the sixth Thursday following the end of each fiscal
quarter. In addition and subject to Section 11 of this Agreement, on the Eligible Associate's Rule of 65 Qualification Date, a number of unvested Shares that is sufficient to satisfy the
Eligible Associate's federal, state or local income and employment tax obligations with respect to the Shares that are triggered by virtue of the Eligible Associate satisfying the conditions of the
Rule of 65 Qualification Date shall vest in full, provided that Staples may only withhold a number of such vested Shares that is necessary to meet the minimum federal, state or local income and
employment tax withholding requirements.

(d)   Termination for Cause.If (a) the Associate's relationship with Staples is terminated by Staples for
"cause" (as defined below), or (b) if the Associate retires or resigns and Staples determines within six months thereafter that the Associate's conduct prior to his or her retirement or
resignation warranted a discharge for "cause," or (c) Staples determines that the Associate's conduct after termination of the employment or consulting relationship fails to comply with the
terms of any non-competition, non-solicitation or confidentiality provision contained in any employment, consulting, advisory, proprietary information,
non-disclosure, non-competition, non-solicitation or other similar agreement between the Associate and Staples, then, without limiting any other remedy available to
Staples, the Shares shall be deemed repurchased by Staples at a repurchase price of zero and ownership of all right, title and interest in and to the Shares shall be forfeited and revert to Staples as
of the date of such determination; or, if the Associate at such time no longer owns such Shares, Staples shall be entitled to recover from the Associate the gross profit 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 her duties with Staples (other than any failure resulting from incapacity due to physical or mental
illness); provided, however, that Staples has given the Associate a written demand for substantial performance, which specifically identifies the areas in which the Associate's performance is
substandard, and the Associate has not cured such failure within 30 days after delivery of the demand. No act or failure to act on the Associate's part will be deemed "willful" unless the
Associate acted or failed to act without a good faith or reasonable belief that 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 Information Agreement and/or the
Non-Compete and Non-Solicitation Agreement; or

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

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

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

(vi)  the
Associate's engagement in misconduct which is demonstrably and materially injurious to Staples.

(e)   Repurchase/Forfeiture.Upon repurchase/forfeiture of the Shares for any reason hereunder, the Associate
shall cease to have any rights or privileges as a stockholder of Staples with respect to the Shares repurchased/forfeited and such Shares shall again be available for subsequent option grants or
awards under the Plan.

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(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 or event or any distribution to holders of Common Stock other than an ordinary cash dividend, the Associate shall,
with respect to the Shares, be entitled to the rights and benefits, and be subject to the limitations, set forth 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
of Directors, whose determination as to what adjustments, if any, will be made and the extent thereof will be final, binding and conclusive. No fractional shares will be issued with respect to Shares
on account of any such adjustments.

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



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(b)   Effect of Change in Control.    Notwithstanding the provisions of Section 4(a), if a Change in Control
of Staples occurs, the Shares shall become vested as follows:



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

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

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

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