Exhibit 10.16


	
  

  	
  Staples, Inc.

  
	
   

  	
  Employer ID: 04-2896127

  
	
  Restricted Stock Award
  Agreement

  	
  500 Staples Drive

  
	
   

  	
  Framingham, MA 01702

  
	
   

  	
   

  



 


	
  

  	
  ACCOUNT ID:

  
	
  «FirstName» «MiddleName» «LastName»

  	
  LOCATION:

  
	
  «Address1»

  	
   

  
	
  «Address2»

  	
   

  
	
  «Address3»

  	
   

  
	
  «City», «State» «Zip»

  	
   

  
	
  «Country»

  	
   

  
	
   

  	
   

  



 


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:

  	
  2004RS

  
	
  Date 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











 


STAPLES, INC. RESTRICTED STOCK
AWARD AGREEMENT


1.              Award.  In consideration of services rendered,
Staples, Inc., a Delaware corporation (“Staples”), hereby awards to the
Associate named in the accompanying Notice of Award of Restricted Stock (the “Notice”),
pursuant to Staples’ Amended and Restated 2004 Stock Incentive Plan (the “Plan”),
the Total Number of Shares of Common Stock of Staples stated in the Notice (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 in the Notice.


4.              Vesting Date.


(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”).


(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) and (d) 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 after attaining age 55 and at the
time of such termination of employment the sum of the years of service (as
determined by the Board of Directors of Staples) completed by the Associate
plus the Associate’s age is greater than or equal to 65, in each case prior to
the Vesting Date while he or she is an Eligible Associate, then the Shares
shall vest fully in accordance with this Section 4(c).


(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.


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
Associate.  No certificate(s)
representing all or a part of the Shares shall be issued until vesting.


6.              No Special
Employment or Similar Rights. 
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
employment or other relationship of the Associate with Staples for the period
prior to or after vesting.


7.              Rights as a
Shareholder.  Except as otherwise
provided herein, the Associate 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 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.


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 Associate
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 in Control.
Notwithstanding the provisions of Section 3(a), if a Change in Control of
Staples occurs, the Shares shall become vested as follows:


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


(A) is not offered
employment with the Surviving Corporation (or is not allowed to continue his or
her employment, if the Surviving Corporation is Staples) in a position (1) in
which the title, employment duties and responsibilities, conditions of
employment, and the level of compensation and benefits are at least equivalent
to those in effect during the 90-day period immediately preceding the Change in
Control and (2) that does not involve a relocation of the Associate’s principal
place of employment of more than an additional 50 miles from his or her primary
residence at the time of the Change in Control, and


(B) does not
accept (or continue) employment with the Surviving Corporation (regardless of
position, compensation or location) (other than as a result of retirement), or


(ii) If, within one year following the date of the
Change in Control, the Associate either


(A) is discharged
without cause (as defined in Section 4(d)) or


(B) resigns or
retires because his or her title or employment duties and responsibilities are
diminished, his or her conditions of employment are adversely changed, the
level of his or her compensation and benefits are reduced, or his or her
principal place of employment is relocated by more than an additional 50 miles
from his or her primary residence at the time of the Change in Control, then
the vesting of Shares shall be accelerated such that all of Shares shall vest
effective upon the date of such discharge, resignation or retirement (which
shall be considered a Vesting Date hereunder).


11.       Withholding Taxes.  Staples’ obligation to vest the Shares shall
be subject to the Associate’s satisfaction of all applicable federal, state and
local income and employment tax withholding requirements.  Staples may withhold any amount as it
considers necessary to meet any tax withholding requirement of the
Associate.   These arrangements may
include the sale of any Shares on behalf of an Associate and/or deductions from
salary and/or bonus payments.


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 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.