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## **Exhibit 10.15**

| ***Stock Option Grant*** | **Staples, Inc.**Employer ID: 04-2896127  500 Staples Drive  Framingham, MA 01702 |
|--------------------------|-----------------------------------------------------------------------------------|
| * *                 | ** **                                                                        |

 
|                                                                                                                                                                                                                      | ACCOUNT ID: |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------|
| «FirstName»  «MiddleName» «LastName»  «Address1»  «Address2»  «Address3»  «City», «State»  «Zip»  «Country» | LOCATION:   |

 

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 Restated 2004Stock Incentive Plan (as further amended or restated from time to time) and bythe terms and conditions of Staples, Inc.’s Non-Qualified Stock OptionAgreement (NQS42004), which is attached hereto.

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

Staples, Inc.

Ronald L. Sargent

Chairman and Chief Executive Officer

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

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**STAPLES, INC. NON-QUALIFIED STOCKOPTION AGREEMENT**

**1.****              Grant of Option**.  Staples, Inc., a Delaware corporation (“Staples”),hereby grants to the Optionee named in the accompanying Stock Option Grant (the“Option Grant”) the option, pursuant to Staples’ Amended and Restated 2004Stock Incentive Plan noted in the Option Grant (the “Plan”), to purchase anaggregate of the Total Number of Option Shares of Common Stock of Staplesstated in the Option Grant at a price per share equal to the Option Price perShare stated in the Option Grant, purchasable as set forth in and subject tothe terms and conditions of this Option Agreement and the Plan.  Except where the context otherwise requires,the term “Staples” shall include the parent and all present and futuresubsidiaries of Staples as defined in Sections 424(e) and 424(f) of theInternal Revenue Code of 1986, as amended or replaced from time to time (the “Code”).

**2.****              Non-QualifiedStock Option**.  This option is notintended to qualify as an incentive stock option within the meaning of Section422 of the Code.

**3.****              Exercise ofOption and Provisions for Termination**.

***(a)  Vesting Schedule***.  Except as otherwise provided in thisAgreement, this option may be exercised up to and including the tenthanniversary of the Date of Grant stated in the Option Grant (hereinafter the “ExpirationDate”).  This option shall becomeexercisable (or “vest”) in installments for the number of shares set forth inthe table in the Option Grant commencing on each of the respective VestingDates noted (each a “Vesting Date”).  Theright of exercise shall be cumulative so that if the option is not exercised tothe maximum extent permissible during any exercise period, it shall beexercisable, in whole or in part, with respect to all shares not so purchasedat any time prior to the Expiration Date or the earlier termination of thisoption.  This option may not be exercisedat any time after the Expiration Date.

***(b)  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 Date of Grant ofthis Option Agreement, the number of shares to be purchased and the purchaseprice to be paid therefor, and accompanied by payment in full in accordancewith Section 4.  Such exercise shall beeffective upon receipt by the Secretary of Staples of such written noticetogether with the required payment.  TheOptionee may purchase less than the number of shares covered hereby, providedthat no partial exercise of this option may be for any fractional share.

***(c)  Continuous Relationship with Staples Required***.  Except as otherwise provided in this Section3, this option may not be exercised unless the Optionee, at the time he or sheexercises this option, is, and has been at all times since the Date of Grant ofthis option, an employee or director of, or a consultant, advisor or serviceprovider to, Staples (an “Eligible Optionee”).

***(d)  Termination of Relationship with Staples***.  If the Optionee ceases to be an EligibleOptionee for any reason, then, except as provided in this paragraph (d) and inparagraphs (e) and (f) below, the right to exercise this option shallterminate  six (6) months after suchcessation (but in no event after the Expiration Date), provided that thisoption shall be exercisable only to the extent that the Optionee was entitledto exercise this option on the date of such cessation.  Notwithstanding the foregoing sentence or thevesting schedule set forth in Section 3(a) above, if the Optionee terminatesemployment after attaining age 55 and if at the time of such termination ofemployment the sum of the years of service (as determined by the Board ofDirectors of Staples) completed by the Optionee plus the Optionee’s age isgreater than or equal to 65, this option shall be exercisable for the TotalNumber of Option Shares  for a period ofthree (3) years after the date of the Optionee’s termination (but in no eventafter the Expiration Date).  In addition,if the Optionee is an employee on an approved leave of absence, then thisoption shall not terminate as a result of such leave of absence unless anduntil the Optionee’s employment relationship is ultimately terminated.  If the Optionee ceases to be an EligibleOptionee under circumstances where paragraph (f) below does not apply,  and the Optionee becomes an Eligible Optioneewithin six (6) months after he or she ceased to be an Eligible Optionee, thenthis option shall not terminate and shall be reinstated.

***(e)  Exercise Period Upon Death or Disability***.  If the Optionee dies or becomes disabled(within the meaning of Section 22(e)(3) of the Code) prior to the ExpirationDate while he or she is an Eligible Optionee, or if the Optionee dieswithin  six (6) months after the Optioneeceases to be an Eligible Optionee (other than as the result of a termination ofsuch relationship by Staples for “cause” as specified in paragraph (f) below),this option (i) shall be exercisable, within the period of 12 months followingthe date of death or disability of the Optionee (but in no event after the Expiration Date), by the Optionee or by theperson to whom this option is transferred by will or the laws of descent anddistribution, and (ii) notwithstanding the vesting schedule set forth inSection 3(a) above, shall be exercisable for 100% of the Total Number of OptionShares.  Except as otherwise indicated bythe context, the term “Optionee,” as used in this option, shall be deemed toinclude the estate of the Optionee or any person who acquires the right toexercise this option by bequest or inheritance or other­wise by reason of thedeath of the Optionee.

***(f)  Termination for Cause***.  If (a) the Optionee’s relationship withStaples is terminated by Staples for “cause” (as defined below), or (b) if theOptionee retires or resigns and Staples determines within six months thereafterthat the Optionee’s conduct prior to his or her retirement or resignationwarranted a discharge for “cause,” or (c) Staples determines that the Optionee’sconduct after termination of the employment or consulting relationship 

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fails to comply with theterms of any non-competition, non-solicitation or confidentiality provisioncontained in any employment, consulting, advisory, proprietary information,non-disclosure, non-competition, non-solicitation or other similar agreementbetween the Optionee and Staples, then (x) the right to exercise this optionwith respect to any shares not previously exercised shall terminateimmediately, and (y) without limiting any other remedy available to Staples,Staples shall be entitled to repurchase from the Optionee at the Exercise Pricethe shares of Common Stock previously purchased by the Optionee hereunder, or,if the Optionee at such time no longer owns such shares, Staples shall be entitledto recover from the Optionee the gross profit earned by the Optionee upon thepurchase and disposition (whether by sale, gift, donation or otherwise) of suchshares.

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

(i) willful failure by the Optionee to substantially perform his or herduties with Staples (other than any failure resulting from incapacity due tophysical or mental illness).  No act orfailure to act on the Optionee’s part will be deemed “willful” unless theOptionee acted or failed to act without a good faith or reasonable belief thathis or her conduct was in Staples’ best interest; or

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

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

(iv) failure by the Optionee 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 Optionee’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 Optionee’s engagement in misconduct which is demonstrably andmaterially injurious to Staples.

**4.****              Payment ofPurchase Price**.

***(a)  Method of Payment***.  Payment of the purchase price for sharespurchased upon exercise of this option shall be made (i) by delivery to Staplesof cash or a check to the order of Staples in an amount equal to the purchaseprice of such shares, (ii) subject to the consent of Staples, by delivery toStaples of shares of Common Stock of Staples then owned by the Optionee havinga fair market value equal in amount to the purchase price of such shares, (iii)by any other means which the Board of Directors determines are consistent withthe purpose of the Plan and with applicable laws and regulations (including,without limitation, the provisions of Rule 16b-3 under the Securities ExchangeAct of 1934 and Regulation T promulgated by the Federal Reserve Board), or (iv)by any combination of such methods of payment. Notwithstanding the priorsentence, under no circumstance may payment for shares be made by a promissorynote.

***(b)  Valuation of Shares or Other Non-CashConsideration 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 Tendered in Payment ofPurchase Price***.  Ifthe Optionee 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 theOptionee or shall be accompanied by a stock power duly executed in blanksuitable for purposes of transferring such shares to Staples, and the CommonStock delivered may not be subject to any repurchase, forfeiture, unfulfilledvesting or other similar requirement and must have been held for at least sixmonths if such Common Stock was previously issued to the Optionee through aStaples compensation plan.  Fractionalshares of Common Stock of Staples will not be accepted in payment of thepurchase price of shares acquired upon exercise of this option.

**5.****              Delivery ofShares; Compliance With Securities Laws, Etc.**

***(a)  General***.  Staples shall, upon payment of the optionprice for the number of shares purchased and paid for, make prompt delivery ofsuch shares to the Optionee, provided that if any law or regulation requiresStaples to take any action with respect to such shares before the issuancethereof, then the date of delivery of such shares shall be extended for theperiod necessary to complete such action.

***(b)  Listing, Qualification, Etc***.  This option shall be subject to therequirement that if, at any time, counsel to Staples shall determine that thelisting, registration or qualification of the shares subject hereto upon anysecurities exchange or under any state or federal law, or the consent orapproval of any governmental or regulatory body, or that the disclosure ofnon-public information or the satisfaction of any other condition is necessaryas a condition of, or in connection with, the issuance or purchase of shareshereunder, this option may not be exercised,

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in whole or in part,unless such listing, registration, qualification, consent or approval, disclosureor satisfaction of such other condition shall have been effected 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 to satisfysuch other condition.

**6.****              Transferabilityof Option**.  This option ispersonal and no rights granted hereunder may be transferred, assigned, pledgedor hypothecated in any way (whether by operation of law or otherwise) nor shallany such rights be subject to execution, attachment or similar process, exceptthat this option may be transferred by will or the laws of descent anddistribution or, upon notice to Staples, for estate planning purposes toentities that are beneficially owned entirely by family members.  All transferees of this option must agree tobe governed by all of the terms and conditions of this Agreement.  Upon any attempt to transfer, assign, pledge,hypothecate or otherwise dispose of this option or of such rights contrary tothe provisions hereof, or upon the levy of any attachment or similar processupon this option or such rights, this option and such rights shall, at theelection of Staples, become null and void.

**7.****              No SpecialEmployment or Similar Rights**.  Nothingcontained in the Plan or this option shall be construed or deemed by any personunder any circumstances to bind Staples to continue the employment or otherrelationship of the Optionee with Staples for the period within which thisoption may be exercised.

**8.****              Rights as aShareholder**.  The Optionee shallhave no rights as a shareholder with respect to any shares which may bepurchased by exercise of this option (including, without limita­tion, anyrights to receive dividends or non-cash distributions with respect to suchshares) unless and until a certificate representing such shares is duly issuedand delivered to the Optionee.  Noadjustment shall be made for dividends or other rights for which the recorddate is prior to the date such stock certificate is issued.

**9.****              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 Optionee shall, with respect to this option or anyunexercised portion hereof, be entitled to the rights and benefits, and besubject to the limitations, set forth in Section 9(a) of the Plan.

***(b)  Board Authority to Make Adjustments***.  Any adjustments under this Section 9 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 pursuant to this option on account of any such adjustments.

**10.****       Mergers, Consolidations,Distributions, Liquidations, Etc**. In the event of a merger or consolidation or any share exchangetransaction in which outstanding shares of Common Stock are exchanged forsecurities, cash or other property of any other corporation or business entity,or in the event of a liquidation of Staples, prior to the Expiration Date ortermination of this option, the Optionee shall, with respect to this option orany unexercised portion hereof, be entitled to the rights and benefits, and besubject to the limitations, set forth in Section 9 of the Plan.

**11.****       Exercisability andVesting Following a Change in Control**.

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

(i)  A “Change in Control” shall be deemed to haveoccurred if (A) any “person”, as such term is used in Sections 13(d) and 14(d)of the Securities Exchange Act of 1934 (the “Exchange Act”) (other thanStaples, any trustee or other fiduciary holding securities under an employeebenefit plan of Staples, or any corporation owned directly or indirectly by thestockholders of Staples in substantially the same proportion as their ownershipof stock of Staples), is or becomes the “beneficial owner” (as defined in Rule13d-3 under the Exchange Act), directly or indirectly, of securities of Staplesrepresenting 30% or more of the combined voting power of Staples’ then outstandingsecurities(other than pursuant to a merger or consolidation described in clause (1) or (2) of subsection (C)below); (B) individuals who, as of the date hereof, constitute the Board ofDirectors of Staples (as of the date hereof, the “Incumbent Board”) cease forany reason to constitute at least a majority of the Board of Directors,provided that any person becoming a director subsequent to the date hereofwhose election, or nomination for election by Staples’ stockholders, wasapproved by a vote of at least a majority of the directors then comprising theIncumbent Board (other than an election or nomination of an individual whoseinitial assumption of office is in connection with an actual or threatenedelection contest relating to the election of the directors of Staples, as suchterms are used in Rule 14a-11 of Regulation 14A under the Exchange Act) shallbe, for purposes of this Agreement, considered as though such person were amember of the Incumbent Board; (C) the stockholders of Staples approve a mergeror consolidation of Staples with any other corporation, and such merger orconsolidation is consummated, 

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other than (1) a mergeror consolidation which would result in the voting securities of Staplesoutstanding immediately prior thereto continuing to represent (either byremaining outstanding or by being converted into voting securities of thesurviving entity) more than 75% of the combined voting power of the votingsecurities of Staples or such surviving entity outstanding immediately aftersuch merger or consolidation, or (2) a merger or consolidation effected toimplement a recapitalization of Staples (or similar transaction) in which no “person”(as defined above) acquires more than 30% of the combined voting power ofStaples’ 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) “SurvivingCorporation” shall mean (x) in the case of a Change in Control pursuant toclause (A) or clause (B) of Section 11(a)(i), Staples; (y) in the case of aChange in Control pursuant to clause (C) of Section 11(a)(i), the surviving orresulting corporation in such merger or consolidation; and (z) in the case of aChange in Control pursuant to Clause (D) of Section 11(a)(i), the entityacquiring the majority of the assets being sold or disposed of by Staples.

***(b)  Effect of Change in Control***.  Notwithstanding the provisions of Section3(a), if a Change in Control of Staples occurs, this option shall becomeexercisable for additional shares of Common Stock as follows:

(i)  If, upon the Change in Control, the Optionee

(A) is offered employment with the SurvivingCorporation (or is allowed to continue his or her employment, if the SurvivingCorporation is Staples) in a position (1) in which the title, employment dutiesand responsibilities, conditions of employment, and the level of compensationand benefits are at least equivalent to those in effect during the 90-dayperiod immediately preceding the Change in Control and (2) that does notinvolve a relocation of the Optionee’s principal place of employment of morethan an additional 50 miles from the Optionee’s primary residence at the timeof the Change in Control, or

(B) accepts (or elects to continue) employment withthe Surviving Corporation (regardless of position, compensation or location),then (x) effective immediately prior to the Change in Control, the vestingschedule of this option stated in Section 3(a) above shall accelerate such thatan additional 25% of the Total Number of Option Shares shall become immediatelyexerciseable, and (y) on each Vesting Date which had not yet occurred as of thedate of the Change in Control, this option shall become exercisable for suchnumber of additional shares of Common Stock as is determined by dividing thebalance of the Total Number of Option Shares remaining unvested following theacceleration of vesting referred to in clause (x) above, by the number ofVesting Dates which had not occurred as of the date of the Change in Control.

(ii)  If, upon the Change in Control,

(A) the Optionee is either offered employment inaccordance with clause (A) of Section 11(b)(i) or accepts employment inaccordance with clause (B) of Section 11(b)(i), and

(B) within one year following the date of the Changein Control, the Optionee either (1) is discharged without cause (as defined inSection 3(f)) or (2) resigns or retires because his or her title or employmentduties and responsibilities are diminished, his or her conditions of employmentare adversely changed, the level of his or her compensation and benefits arereduced, or his or her principal place of employment is relocated by more thanan additional 50 miles from his or her primary residence at the time of theChange in Control,

then the vesting of thisoption shall be accelerated such that this option shall become exercisable infull effective upon the date of such discharge or resignation (and this optionshall remain exercisable following such discharge or resignation for suchperiod, if any, as is provided in Section 3).

(iii) If theOptionee is not offered employment in accordance with clause (A) of Section11(b)(i) and does not accept employment in accordance with clause (B) ofSection 11(b)(i) (other than as a result of retirement), then the vesting ofthis option shall be accelerated such that this option shall become exercisablein full effective immediately prior to the Change in Control.

**12.****       Withholding Taxes**.  Staples’ obligation to deliver shares uponthe exercise of this option shall be subject to the Optionee’s satisfaction ofall applicable federal, state and local income and employment tax withholding requirements.

**13.****       Miscellaneous**.

(a)  Except as provided herein, this option maynot be amended or otherwise modified unless evidenced in writing and signed byStaples and the Optionee unless the Board of Directors of Staples determinesthat the amendment or modification, taking into account any related action,would not materially and adversely affect the Optionee.  However, in no event may this Option beconverted into a stock appreciation right. This Option Agreement may be executed in multiple counterparts, each ofwhich shall represent the same option agreement.

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

(c)  This option shall be governed by andconstrued in accordance with the laws of the State of Delaware.

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