Exhibit 10.19


	
  Stock Option Grant

  	
  Staples, Inc.

  
	
   

  	
  Employer ID: 04-2896127

  500 Staples Drive

  Framingham, MA 01702

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ACCOUNT ID:

  
	
  «FirstName» «MiddleName» «LastName»

  	
  LOCATION:

  
	
  «Address1»

  	
   

  
	
  «Address2»

  	
   

  
	
  «Address3»

  	
   

  
	
  «City», «State» «Zip»

  	
   

  
	
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You have been granted an
option 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 of
this Stock Option Grant, you agree that this option 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 Non-Qualified Stock Option
Agreement (NQS42004), which is attached hereto.


Staples, Inc.


Ronald L. Sargent

Chairman and Chief Executive Officer


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











 


STAPLES,
INC. DIRECTOR STOCK OPTION AGREEMENT


1. Grant of Option.  Staples, Inc., a Delaware corporation (“Staples”),
hereby grants to the Optionee named on the reverse hereof an option, pursuant
to Staples’ Amended and Restated 2004 Stock Incentive Plan (the “Plan”), to
purchase an aggregate of the Total Number of Option Shares of Common Stock of
Staples stated on the reverse hereof at a price per share equal to the Option
Price per Share stated on the reverse hereof, purchasable as set forth in, and
subject to the terms and conditions of, this Option Agreement and the Plan.


2. Non-Statutory Stock Option.  This option is not intended to qualify as an
incentive stock option under Section 422 of the Internal Revenue Code of 1986,
as amended (the “Code”).


3. Exercise of Option and Provisions for Termination.


(a) Vesting Schedule.  Except as otherwise provided in this Agreement,
this option may be exercised up to and including the tenth anniversary of the
Date of Grant set forth on the reverse hereof (hereinafter the “Expiration Date”)
in installments as to not more than the number of shares commencing on the
respective vesting dates set forth in the table on the reverse hereof.  Notwithstanding the foregoing: (1) if the
Optionee ceases to serve as a director of Staples prior to the fourth
anniversary date of the Date of Grant, no additional shares of Common Stock
shall become exercisable on any of the anniversary dates following the
cessation of his or her service as director; and (2) this option shall
immediately become exercisable in full in the event (i) a Change in Control (as
defined below) of Staples occurs,  (ii)
the Optionee ceases to serve as a director of Staples due to his or her death,
disability (within the meaning of Section 22(e)(3) of the Code or any successor
provision) or (iii) the Optionee ceases to serve as a director of Staples after
attaining age 55 if 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 Optionee plus the Optionee’s age is
greater than or equal to 65.


(b)  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 3(b)(i), Staples; (y)
in the case of a Change in Control pursuant to clause (C) of Section 3(b)(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 3(b)(i),
the entity acquiring the majority of the assets being sold or disposed of by
Staples.


(c) Continuous Service as Director Required.  Except as otherwise provided in this Section
3(c), this option shall terminate, and may no longer be exercised by the
Optionee, on the date six months after the Optionee ceases to serve as a
director of Staples.  In the event (1)
the Optionee ceases to serve as a director of Staples due to his or her death
or disability (within the meaning of Section 22(e)(3) of the Code or any
successor provision), or (2) the Optionee dies within six months after he or
she ceases to serve as a director of Staples, then the exercisable portion of
this option may be exercised within the period of one year following the date
the Optionee ceases to serve as a director, by the Optionee or by the person to
whom this option is transferred by will or by the laws of descent and distribution.
In the event the Optionee ceases to serve 
as a director of Staples after attaining age 55, if 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 Optionee
plus the Optinee’s age is greater than or equal to 65, then the exercisable
portion of this option may be exercised within three years following the date
the optionee ceases to serve as a director, by the Optionee or by the person to
whom this option is transferred by will or by the laws of descent and
distribution  Notwithstanding the
foregoing, each option shall terminate, and may no longer be exercised, on the
date 10 years after the Date of Grant.


(d) Exercise Procedure.  Subject to the conditions set forth in this
Agreement, this option shall be exercised by the Optionee’s delivery of written
notice of exercise to the Secretary of Staples specifying the number of shares
to be purchased and the purchase price to be paid therefor and accompanied by
payment in full in accordance with Section 4. 
Such exercise shall be effective upon receipt by the Secretary of
Staples of such written notice together with the required payment.  The Optionee may purchase fewer than the total
number of shares covered hereby, provided that no partial exercise of this
option may be for any fractional share.


4. Payment of Purchase Price.


(a)  Method of
Payment.  Payment of the
purchase price for shares purchased upon exercise of this option shall be made
(i) by delivery to Staples of cash or a check to the order of Staples in an
amount equal to the purchase price of such shares, (ii) subject to the consent
of Staples, by delivery to Staples of shares of Common Stock of Staples then
owned by the Optionee having a 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 with the purpose of the Plan and with
applicable laws and regulations (including, without limitation, the provisions
of Rule 16b-3 under the Securities Exchange Act of 1934 and Regulation T promulgated
by the Federal Reserve Board), or (iv) by any combination of such methods of
payment.  











 


Notwithstanding
the prior sentence, under no circumstances may payment for shares be made by a
promissory note.


(b)  Valuation of
Shares or Other Non-Cash Consideration Tendered in Payment of Purchase Price.  For the purposes hereof, the fair market
value of any share of Staples’ Common Stock or other non-cash consideration
which may be delivered to Staples in exercise of this option shall be
determined in good faith by the Board of Directors of Staples.


(c)  Delivery of Shares Tendered
in Payment of Purchase Price.  If the
Optionee exercises this option by delivery of shares of Common Stock of
Staples, the certificate or certificates representing the shares of Common
Stock of Staples to be delivered shall be duly executed in blank by the Optionee
or shall be accompanied by a stock power duly executed in blank suitable for
purposes of transferring such shares to Staples, and the Common Stock delivered
may not be subject to any repurchase, forfeiture, unfulfilled vesting or other
similar requirement and must have been held for at least six months if such Common
Stock was previously issued to the Optionee through a Staples compensation
plan.  Fractional shares of Common Stock
of Staples will not be accepted in payment of the purchase price of shares
acquired upon exercise of this option.


5. Delivery of Shares; Compliance With Securities Law,
Etc.


(a) General. 
Staples shall, upon payment of the option price for the number of shares
purchased and paid for, make prompt delivery of such shares to the Optionee,
provided that if any law or regulation requires Staples to take any action with
respect to such shares before the issuance thereof, then the date of delivery
of such shares shall be extended for the period necessary to complete such
action.


(b) Listing, Qualification, Etc.  This option shall be subject to the requirement
that if, at any time, counsel to Staples shall determine that the listing,
registration or qualification of the shares subject hereto upon any securities
exchange or under any state or federal law, or the consent or approval of any
governmental or regulatory body, or that the disclosure of non-public
information or the satisfaction of any other condition is necessary as a
condition of, or in connection with, the issuance or purchase of shares
hereunder, this option may not be exercised, in whole or in part, unless such
listing, registration, qualification, consent or approval, disclosure, or
satisfaction of such other condition shall have been affected or obtained on
terms acceptable to the Board of Directors. 
Nothing herein shall be deemed to require Staples to apply for, effect
or obtain such listing, registration, qualification, or disclosure or satisfy
such other condition.


6. Transferability of Option.  This option is personal and may not be
transferred other than 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, and this option shall be exercised during the
lifetime of the Optionee only by the Optionee or his or her legal
representative.  Other than pursuant to
the prior sentence, no rights granted hereunder may be transferred, assigned,
pledged or hypothecated in any way (whether by operation of law or otherwise)
nor shall any such rights be subject to execution, attachment or similar
process.  All transferees of this Option
must agree to be 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 to the provisions hereof, or upon the levy of any attachment or
similar process upon this option or such rights, this option and such rights
shall, at the election of Staples, become null and void.


7. Limitation of Rights


(a) No Right to Continue as a Director.  Neither the Plan, nor the granting of this
option nor any other action taken pursuant to the Plan, shall constitute or be
evidence of any 











 


agreement
or understanding, express or implied, that Staples will retain the Optionee as
a director for any period of time.


(b) No Stockholders’ Rights for Options.  The Optionee shall have no rights as a
stockholder with respect to the shares of Common Stock covered by this option
until the date of the issuance to him or her of a stock certificate therefor, and
no adjustment will be made for dividends or other rights (except as provided in
Section 9(a) of the Plan) for which the record date is prior to the date such
certificate is issued.


8. Adjustment Provisions for Recapitalizations and
Related Transactions.  In the
event of any recapitalization, reclassification 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 Optionee shall, with respect to this option
or any unexercised portion thereof, be entitled to the rights and benefits, and
be subject to the limitations, set forth in Section 9(a) of the Plan.


9. Mergers, Consolidations, Asset Sales, 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, prior to the Expiration Date or termination of this option, the
Optionee shall, with respect to this option or any unexercised portion thereof,
be entitled to the rights and benefits, and be subject to the limitations, set
forth in Section 9 of the Plan.


10. Withholding Taxes.  Staples’ obligation to deliver shares of Common
Stock upon the exercise of this option shall be subject to the Optionee’s
satisfaction of all applicable federal, state and local income and employment
tax withholding requirements.


11. Miscellaneous.


(a) Except as provided herein, this option may not be amended or
otherwise modified unless evidenced in writing and signed by Staples and the
Optionee unless the Board of Directors of Staples determines that 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 be converted into a stock
appreciation right.  This Option
Agreement may be executed in multiple counterparts, each of which shall represent
the same option agreement.


(b) All notices under this option shall be mailed or delivered by hand
to Staples at its main office, Attn: Secretary, and to the Optionee to his or
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 option shall be governed by and construed in accordance with
the laws of the State of Delaware.