**Exhibit 10.18**
|                                                     | **Staples, Inc.**       |
|-----------------------------------------------------|-------------------------|
| *** ***                                        | Employer ID: 04-2896127 |
| *** ***                                        | 500 Staples Drive       |
| ***Performance Share Award  Agreement***            | Framingham, MA 01702    |
| «FirstName» «LastName»          | EMPLOYEE ID:            |
| «Address1»                                | LOCATION:               |
| «Address2»                                |                    |
| «City», «State» «Zip» |                    |
| «Country»                                 |                    |
|                                                |                    |

 

Staples, Inc. (“Staples”)hereby agrees to award to the recipient named above (the “Recipient”) on thedate set forth below (the “Vesting Date”) the number of shares of Common Stockof Staples (the “Shares”), in accordance with and subject to the terms,conditions, and restrictions of this Agreement (as defined below). If theconditions described below are satisfied, such award will be made under theterms of the Staples Amended and Restated 2004 Stock Incentive Plan, as furtheramended or restated from time to time (the “Plan”), on the Vesting Date.
| Date of Agreement:               |                                                      |
|----------------------------------|-----------------------------------------------------------|
| Performance Period:              | FY 20   – FY  20   (three years) |
| Total Number of Shares @ Target: |                                                      |
| Vesting Date:                    | As defined in Section  2(b) of PSA20  ,         |
|                             | the date of the first  regularly                          |
|                             | scheduled meeting of  the Board of                        |
|                             | Directors in FY  20   (generally in             |
|                             | March) at which the  Board of                             |
|                             | Directors certifies  that the                             |
|                             | Performance Criteria  have been satisfied.                |

 

By your acceptance of this Performance Share Award Agreement,you agree that any Shares will be awarded under and governed by the terms andconditions of the Plan and by the terms and conditions of the StaplesPerformance Share Award Agreement — Terms and Conditions (“PSA20  ”), which is attached hereto (thisPerformance Share Award Agreement and the PSA20  are together referred to as the “Agreement”).

Performance Criteria: The following PerformanceCriteria must be satisfied for an award of Shares to be made under thisAgreement. As more fully described in PSA20  , the number of Sharesawarded on the Vesting Date shall be determined based on the extent to whichthe FY 20   - FY 20   Cumulative RONA Dollars areachieved.  All awards of Shares requirecertification of the Staples Board of Directors that the Performance Criteriahave been satisfied.
| **Performance Share Payout Schedule**                    |
|----------------------------------------------------------|
| **FY 20  -FY 20   Cumulative  RONA** | ** ** | **%  Target Shares Earned** |
| **Dollars***                                             | ** ** | ** ** |
| **Threshold**                                            |   | **90%** |
| **Target**                                               |   | **100%** |
| ** **                                               | ** ** | **125%** |
| ** **                                               | ** ** | **150%** |
| ** **                                               |   | **175%** |
| **Maximum**                                              | ** ** | **200%** |

 

*** Cumulative****RONA Dollars are inmillions.  For purposes of thisAgreement, “Cumulative RONA Dollars” means the cumulative profit generatedacross the Staples business units in excess of the capital employed during thePerformance Period calculated in a manner consistent with the method used byStaples for financial planning purposes; provided that such term specificallyexcludes any cash held at the Staples, Inc. level.**

Youunderstand and agree that this Agreement is being awarded to you in exchangefor your execution of a Non-Compete and Non-Solicitation Agreement in a formapproved by Staples.
| **Accepted by:**                           |   | Staples, Inc.                         |
|--------------------------------------------|--------|---------------------------------------|
|  

 

                      |   |  

                         |
|                                       |   | Ronald L. Sargent                     |
| «FirstName» «LastName» |   | President and Chief Executive Officer |

 

Attachment:  Staples, Inc. PSA20  

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STAPLES, INC. PERFORMANCESHARE AWARD AGREEMENT — Terms and Conditions

**1.****              Award**.  If all the conditions set forth in thisAgreement are satisfied, on the Vesting Date an award of Shares will be madeunder the Plan to the Recipient named in the accompanying Performance Share AwardAgreement. No Shares will be delivered to the Recipient or transferred into theRecipient’s name until the Vesting Date (except as provided in Section 8), andthe Recipient shall have no rights to any Shares or any rights associated withsuch Shares (such as dividend or voting rights) until the Vesting Date.  Except where the context otherwise requires,the term “Staples” shall include any parent and all present and futuresubsidiaries of Staples as defined in Sections 424(e) and 424(f) of the InternalRevenue Code of 1986, as amended or replaced from time to time (the “Code”).  Capitalized terms used but not defined hereinshall have the meaning ascribed to them in the Performance Share AwardAgreement.

**2.****              Conditions forthe Award.* ***Exceptas provided in Sections 3 and 8, an award of Shares on the Vesting Date shallbe made only if:

(a)           The Recipient is, and hascontinuously been, an employee of, or a consultant to, Staples beginning withthe date of this Agreement and continuing through the Vesting Date; and

(b)           The Performance Criteria set forth inthe accompanying Performance Share Award Agreement are satisfied during thePerformance Period.  The Staples Board ofDirectors, upon recommendation of the Compensation Committee, must determineand certify on the date of its first regularly scheduled meeting in FY 20  (generally in March) whether, and to what extent, the Performance Criteria havebeen achieved.  The date on which theBoard of Directors certifies that the Performance Criteria have been satisfiedshall be the “Vesting Date” for purposes of this Agreement.  In making its determination, the CompensationCommittee may adjust the Performance Criteria to take into account accountingchanges, acquisitions and related charges, and other special one-time orextraordinary gains and/or losses and other one-time or extraordinary events aspermitted under the Plan; provided that the Compensation Committee may notadjust the Performance Criteria to take into account foreign currency exchangerate fluctuations, changes in corporate tax rates or recurring store closuresconsistent with historic patterns (with widespread, out of the ordinary storeclosures not being consistent with historic patterns).  Awards of Shares shall be made only at thepercentages set forth in the Performance Share Award Agreement under theheading “% Target Shares Earned”; there will be no pro-rata issuances of Sharesfor achievement of other FY 20   — FY 20   Cumulative RONADollar amounts.  If the minimum ThresholdFY 20   — FY 20   Cumulative RONA Dollars is not achievedduring the Performance Period, no Shares will be issued and this Agreement willbe of no force or effect.

**3.****              Employment EventsAffecting Payment of Award***.*

(a)           Except as provided in Section 3(b)and in Section 8, if the Recipient terminates employment with Staples prior tothe Vesting Date, for any reason or no reason, with or without cause, no Shareswill be issued and this Agreement will be of no further force or effect.

(b)           If the Recipient (i) dies, (ii)becomes disabled (within the meaning of Section 22(e)(3) of the InternalRevenue Code), or (iii) terminates employment after attaining age 55 and at thetime of such termination of employment the sum of the years of service (asdetermined by Staples Board of Directors) completed by the Recipient plus theRecipient’s age is greater than or equal to 65, in each case prior to theVesting Date, then the Recipient or his estate will nevertheless be awarded onthe Vesting Date the number of Shares determined under Section 2(b) hereof asif the Recipient were still employed on the Vesting Date.

(c)           If (i) the Recipient’s relationshipwith Staples is terminated by Staples for Cause (as defined below) or (ii) ifthe Recipient retires or resigns and Staples determines within six monthsthereafter that the Recipient’s conduct prior to his retirement or resignationwarranted discharge for Cause, or (iii) Staples determines that the Recipient’sconduct after termination of the employment relationship fails to comply withthe terms of any non-competition, non-solicitation or confidentiality provisioncontained in any employment, consulting, advisory, proprietary information,non-competition, non-solicitation or other similar agreement between theRecipient and Staples, then, without limiting any other remedy available toStaples, the Shares (and any shares issued under Section 5 hereof) shall berepurchased by Staples at a repurchase price of zero and ownership of allright, title and interest in and to the such shares shall be forfeited andrevert to Staples as of the date of such determination; or, if the Recipient nolonger owns the shares at such time, Staples shall be entitled to recover fromthe Recipient the gross profit earned by the Recipient upon the disposition(whether by sale, gift, donation or otherwise) of such shares.

**4.****              Delivery ofShares***. *Staplesshall, within 30 days of the Vesting Date (or, if applicable, the date theShares vest under Section 8), effect the issuance of the Shares by deliveringthe Shares to a broker designated by the Recipient.

**5.****              DividendEquivalent Rights. **If any Shares are awarded to the Recipientpursuant to this Agreement, then the Recipient shall also be entitled toreceive a number of shares of Staples Common Stock equal to (A) (i) the numberof Shares awarded to the Recipient under Section 2 multiplied by (ii) thecumulative amount of cash dividends paid by Staples that the Recipient wouldhave received had he owned the awarded Shares on each dividend record dateduring the Performance Period, divided by (B) the closing price of the CommonStock on the Vesting Date; provided, however, that cash will be paid in lieu ofany fractional shares the Recipient would be entitled to receive under thisSection 5.

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**6.****              No SpecialEmployment or Similar Rights**. Nothing contained in the Plan or this Agreement shall be construed ordeemed by any person under any circumstances to bind Staples to continue theemployment or other relationship of the Recipient with Staples for the periodprior to or after the Vesting Date.

**7.****              AdjustmentProvisions**.

***(a) Changes in Capitalization***.   In the event of any change in capitalizationof Staples, as described in Section 9(a) of the Plan, the Recipient shall, withrespect to the Shares, be entitled to the rights and benefits, and be subjectto the limitations, set forth in Section 9(a) of the Plan.

***(b) Liquidation or Dissolution***.** **Inthe event of a liquidation or dissolution of Staples, this Agreement shall beof no further force or effect and no Shares shall be awarded hereunder,provided that if such liquidation or dissolution also constitutes a Change inControl as defined in Section 8(a) hereof, then the provisions of Section 8 andnot the provisions of this Section 7(b) shall govern.

***(c) ReorganizationEvent.***  In the eventof a Reorganization Event as defined in Section 9(c)(1) of the Plan, theRecipient shall, with respect to the Shares, be entitled to the rights andbenefits, and be subject to the limitations, set forth in Section 9(c) of thePlan; provided that if such Reorganization Event also constitutes a Change inControl as defined in Section 8(a) hereof, then the provisions of Section 8 andnot the provisions of this Section 7(c) shall govern.

***(d)  Board Authority to Make Adjustments***.  Any adjustments under this Section 7 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 with respect to Shares on account of any such adjustments.

**8.****               Change in Control**.

***(a)  Definitions***.  For purposes of this Agreement, the followingterms 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 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, other than (1) a merger or consolidation whichwould result in the voting securities of Staples outstanding immediately priorthereto continuing to represent (either by remaining outstanding or by beingconverted into voting securities of the surviving entity) more than 75% of thecombined voting power of the voting securities of Staples or such survivingentity outstanding immediately after such merger or consolidation, or (2) amerger or consolidation effected to implement a recapitalization of Staples (orsimilar transaction) in which no “person” (as defined above) acquires more than30% of the combined voting power of Staples’ then outstanding securities; or(D) the stockholders of Staples approve an agreement for the sale ordisposition by Staples of all or substantially all of Staples’ assets, and suchsale or disposition is consummated.

(ii) “Surviving Corporation” shall mean (x) in thecase of a Change in Control pursuant to clause (A) or clause (B) of Section10(a)(i), Staples; (y) in the case of a Change in Control pursuant to clause(C) of Section 10(a)(i), the surviving or resulting corporation in such mergeror consolidation; and (z) in the case of a Change in Control pursuant to Clause(D) of Section 10(a)(i), the entity acquiring the majority of the assets beingsold or disposed of by Staples.

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

(A) Willful failure by theRecipient to substantially perform his or her duties with Staples (other thanany failure resulting from incapacity due to physical or mental illness);provided, however, that Staples has given the Recipient a written demand forsubstantial performance, which specifically identifies the areas in which theRecipient’s performance is substandard, and the Recipient has not cured suchfailure within 30 days after delivery of the demand.  No act or failure to

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act on the Recipient’s part will be deemed “willful” unless the Recipientacted or failed to act without a good faith or reasonable belief that his orher conduct was in Staples’ best interest; or

(B) Breach by the Recipient ofany provision of any employment, consulting, advisory, proprietary information,non-disclosure, non-competition, non-solicitation or other similar agreementbetween the Recipient and Staples, including, without limitation, theProprietary and Confidential Information Agreement and/or the Non-Compete andNon-Solicitation Agreement; or

(C) Violation by the Recipientof the Code of Ethics or an attempt by the Recipient to secure any improperpersonal profit in connection with the business of Staples; or

(D) Failure by the Recipient todevote his or her full working time to the affairs of Staples except as may beauthorized in writing by Staples’ CEO or other authorized Company official; or

(E) The Recipient’s engagementin business other than the business of Staples except as may be authorized inwriting by Staples’ CEO or other authorized Company official; or

(F) The Recipient’s engagementin misconduct, which is demonstrably and materially injurious to Staples.

***(b) Effect of Change in Control***.Notwithstanding the provisions of Section 2, if a Change in Control of Staplesoccurs prior to the Vesting Date and while the Recipient is employed byStaples, then the greater of (X) a number of Shares determined as if the TargetFY 20__ - FY 20__ Cumulative RONA Dollars were achieved or (Y) the number ofShares determined to be issuable under Section 2(b) of this Agreement will beawarded (and the corresponding shares under Section 5 hereof will be issued)if:

(i) Upon the Change in Control, the Recipient:

(A) Is not offeredemployment with the Surviving Corporation (or is not allowed to continue his orher employment, if the Surviving Corporation is Staples) in a position (1) inwhich the title, employment duties and responsibilities, conditions ofemployment, and the level of compensation and benefits are at least equivalentto those in effect during the 90-day period immediately preceding the Change inControl and (2) that does not involve a relocation of the Recipient’s principalplace of employment of more than an additional 50 miles from the Recipient’sprimary residence at the time of the Change in Control, or

(B) Does notaccept (or continue) employment with the Surviving Corporation (regardless ofposition, compensation or location) (other than as a result of retirement);

(ii) Within one year following the date of the Changein Control, the Recipient either:

(A) Is dischargedwithout Cause; or

(B) Resigns orretires because his or her title or employment duties and responsibilities arediminished, his or her conditions of employment are adversely changed, thelevel of his or her compensation and benefits are reduced, or his or herprincipal place of employment is relocated by more than an additional 50 milesfrom his or her primary residence at the time of the Change in Control; or

(iii) The Recipient continues to be employed byStaples or the Surviving Corporation on the Vesting Date.

**9.****              Withholding Taxes**.  Staples’ obligation to deliver the Sharesshall be subject to the Recipient’s satisfaction of all applicable federal,state and local income and employment tax withholding requirements.  In the sole discretion of Staples Board ofDirectors, the Recipient may surrender to Staples a number of Shares sufficientto satisfy the Recipient’s tax withholding obligations.

**10.****       Deferral**.  Inthe sole discretion of the Staples Board of Directors, the Recipient may electto defer delivery of the Shares; provided, however, that any such deferral mustcomply with the requirements of Section 409A of the Internal Revenue Code.

**11.****       Transferability. **ThisAgreement may not be sold, assigned, transferred, pledged, hypothecated orotherwise disposed of (whether by operation of law or otherwise) (collectively,a “transfer”) by the Recipient, except that this Agreement may be transferredby the laws of descent and distribution. The Recipient may only transfer Shares that may be issued pursuant tothis Agreement following the Vesting Date.

**12.****       Miscellaneous**.

(a)  Except asprovided herein, this Agreement may not be amended or otherwise modified unlessevidenced in writing and signed by Staples and the Recipient unless the Boardof Directors determines that the amendment or modification, taking into accountany related action, would not materially and adversely affect the Recipient.

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(b)  All noticesunder this Agreement shall be mailed or delivered by hand to Staples at itsmain office, Attn: Secretary, and to the Recipient to his or her last knownaddress on the employment records of Staples or at such other address as may bedesignated in writing by either of the parties to one another.

(c)  ThisAgreement shall be governed by and construed in accordance with the laws of theState of Delaware.

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