Exhibit
10.20


	
  

  	
  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 consideration
of 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:

  	
   

  	
   

  	
   

  






 


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 (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 of
services rendered, Staples, Inc., a Delaware corporation (“Staples”), hereby
awards to the Director named on the reverse hereof, pursuant to Staples’
Amended and Restated 2004 Stock Incentive Plan (the “Plan”), the Total Number
of Shares of Common Stock of Staples stated on the reverse (the “Shares”)
subject to the terms and conditions of this Restricted Stock Award Agreement
and the Plan. Except where the context otherwise requires, the term “Staples”
shall include any parent and all present and future subsidiaries of Staples as
defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as
amended or replaced from time to time (the “Code”).


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


3. 
Vesting of Shares.  Except as
otherwise provided in this Agreement, the transfer restrictions on the Shares
shall lapse, and the Shares shall be considered to “vest”, on the Vesting Date
set forth on the reverse hereof.


4. 
Vesting Date.


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


(b) 
Termination of Relationship with Staples.  If the Director ceases to be an Eligible
Director 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 Director
ceases to be an Eligible Director. If the Director is 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 Director’s position as director is ultimately
terminated.


(c)  Vesting
Upon Death or Disability or Retirement. 
If the Director (i) dies; (ii) becomes disabled (within the meaning of
Section 22(e)(3) of the Code); or (iii) ceases to be an Eligible Director after
attaining age 55 and at the time of such cessation 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 Director plus the Director’s age is
greater than or equal to 65, in each case prior to the Vesting Date while he or
she is an Eligible Director, then the Shares shall vest fully in accordance
with this Section 4(c).


(d) 
Repurchase/Forfeiture.  Upon
repurchase/forfeiture of the Shares for any reason hereunder, the Director
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.


5. 
Delivery of Shares.  Staples
shall, upon the Date of Award, effect issuance of the Shares by registering the
Shares in book entry form with Staples’ transfer agent in the name of the
Director.   No certificate(s)
representing all or a part of the Shares shall be issued until vesting.


6.  No
Rights to Continue as a Director. 
Nothing contained in the Plan or this Agreement shall be construed or
deemed by any person under any circumstances to bind Staples to continue the
relationship of the Director with Staples for the period prior to or after
vesting.


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


8. 
Adjustment Provisions.


(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 Director 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.


9. 
Mergers, Consolidations, Distributions, Liquidations, Etc.  In the event of a merger or consolidation or
any share exchange transaction in which outstanding shares of Common Stock are
exchanged for securities, cash or other property of any other corporation or
business entity, or in the event of a liquidation of Staples, the Director
shall, 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 this
Agreement, the following terms shall have the following meanings:


(i)  A “Change
in Control” shall be deemed to have occurred 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 than Staples, any trustee or other fiduciary holding
securities under an employee benefit plan of Staples, or any corporation owned
directly or indirectly by the stockholders of Staples in substantially the same
proportion as 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, of securities of Staples representing 30% or more of the combined
voting power of Staples’ then outstanding securities (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 of Directors of Staples (as of the date hereof,
the “Incumbent Board”) cease for any reason to constitute at least a majority
of the Board of Directors, provided that any person becoming a director
subsequent to the date hereof whose election, or nomination for election by
Staples’ stockholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board (other than an election or nomination
of an individual whose initial assumption of office is in connection with an
actual or threatened election contest relating 











 


to the election of the directors of Staples, as such terms are used in
Rule 14a-11 of Regulation 14A under the Exchange Act) shall be, for purposes of
this Agreement, considered as though such person were a member of the Incumbent
Board; (C) the stockholders of Staples approve a merger or consolidation of
Staples with any other corporation, and such merger or consolidation is
consummated, other than (1) a merger or consolidation which would result in the
voting securities of Staples outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than 75% of the combined voting power
of the voting securities of Staples or such surviving entity outstanding
immediately after such merger or consolidation, or (2) a merger or
consolidation effected to implement a recapitalization of Staples (or similar
transaction) in which no “person” (as defined above) acquires more than 30% of
the combined voting power of Staples’ then outstanding securities; or (D) the
stockholders of Staples approve an agreement for 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 in Control pursuant to clause (A) or clause (B) of
Section 10(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
merger or 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
being sold or disposed of by Staples.


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


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


12. 
Miscellaneous.


(a) 
Except as provided herein, this Agreement may not be amended or
otherwise modified unless evidenced in writing and signed by Staples and the
Director unless the Board of Directors determines that the amendment or
modification, 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 to
Staples at its main office, Attn: Secretary, and to the Director to his/her
last known address on the 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.