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 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.


You understand and agree
that this Stock Option Grant is being awarded 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.
Non-Qualified Stock Option Agreement











STAPLES, INC. NON-QUALIFIED STOCK
OPTION 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 2004
Stock Incentive Plan noted in the Option Grant (the “Plan”), to purchase an
aggregate of the Total Number of Option Shares of Common Stock of Staples
stated in the Option Grant at a price per share equal to the Option Price per
Share stated in the Option Grant, purchasable as set forth in and subject to
the 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 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.              Non-Qualified
Stock Option.  This option is not
intended to qualify as an incentive stock option within the meaning of Section
422 of 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 stated in the Option Grant (hereinafter the “Expiration
Date”).  This option shall become
exercisable (or “vest”) in installments for the number of shares set forth in
the table in the Option Grant commencing on each of the respective Vesting
Dates noted (each a “Vesting Date”).  The
right of exercise shall be cumulative so that if the option is not exercised to
the maximum extent permissible during any exercise period, it shall be
exercisable, in whole or in part, with respect to all shares not so purchased
at any time prior to the Expiration Date or the earlier termination of this
option.  This option may not be exercised
at any time after the Expiration Date.


(b)  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 Date of Grant of
this Option Agreement, 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 less than the number of shares covered hereby, provided
that no partial exercise of this option may be for any fractional share.


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


(d)  Termination of Relationship with Staples.  If the Optionee ceases to be an Eligible
Optionee for any reason, then, except as provided in this paragraph (d) and in
paragraphs (e) and (f) below, the right to exercise this option shall
terminate  six (6) months after such
cessation (but in no event after the Expiration Date), provided that this
option shall be exercisable only to the extent that the Optionee was entitled
to exercise this option on the date of such cessation.  Notwithstanding the foregoing sentence or the
vesting schedule set forth in Section 3(a) above, if the Optionee terminates
employment after attaining age 55 and if 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 Optionee plus the Optionee’s age is
greater than or equal to 65, this option shall be exercisable for the Total
Number of Option Shares  for a period of
three (3) years after the date of the Optionee’s termination (but in no event
after the Expiration Date).  In addition,
if the Optionee is an employee on an approved leave of absence, then this
option shall not terminate as a result of such leave of absence unless and
until the Optionee’s employment relationship is ultimately terminated.  If the Optionee ceases to be an Eligible
Optionee under circumstances where paragraph (f) below does not apply,  and the Optionee becomes an Eligible Optionee
within six (6) months after he or she ceased to be an Eligible Optionee, then
this 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 Expiration
Date while he or she is an Eligible Optionee, or if the Optionee dies
within  six (6) months after the Optionee
ceases to be an Eligible Optionee (other than as the result of a termination of
such relationship by Staples for “cause” as specified in paragraph (f) below),
this option (i) shall be exercisable, within the period of 12 months following
the date of death or disability of the Optionee 
(but in no event after the Expiration Date), by the Optionee or by the
person to whom this option is transferred by will or the laws of descent and
distribution, and (ii) notwithstanding the vesting schedule set forth in
Section 3(a) above, shall be exercisable for 100% of the Total Number of Option
Shares.  Except as otherwise indicated by
the context, the term “Optionee,” as used in this option, shall be deemed to
include the estate of the Optionee or any person who acquires the right to
exercise this option by bequest or inheritance or other­wise by reason of the
death of the Optionee.


(f)  Termination for Cause.  If (a) the Optionee’s relationship with
Staples is terminated by Staples for “cause” (as defined below), or (b) if the
Optionee retires or resigns and Staples determines within six months thereafter
that the Optionee’s conduct prior to his or her retirement or resignation
warranted a discharge for “cause,” or (c) Staples determines that the Optionee’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 Optionee and Staples, then (x) the right to exercise this option
with respect to any shares not previously exercised shall terminate
immediately, and (y) without limiting any other remedy available to Staples,
Staples shall be entitled to repurchase from the Optionee at the Exercise Price
the 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 entitled
to recover from the Optionee the gross profit earned by the Optionee upon the
purchase and 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 Optionee to substantially perform his or her
duties with Staples (other than any failure resulting from incapacity due to
physical or mental illness).  No act or
failure to act on the Optionee’s part will be deemed “willful” unless the
Optionee 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 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 Information
Agreement and/or the Non-Compete and Non-Solicitation Agreement; or


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


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


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 circumstance 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 Laws, 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 effected 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 to satisfy
such other condition.


6.              Transferability
of Option.  This option is
personal and 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, except
that this option 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 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.              No Special
Employment or Similar Rights.  Nothing
contained in the Plan or this option shall be construed or deemed by any person
under any circumstances to bind Staples to continue the employment or other
relationship of the Optionee with Staples for the period within which this
option may be exercised.


8.              Rights as a
Shareholder.  The Optionee shall
have no rights as a shareholder with respect to any shares which may be
purchased by exercise of this option (including, without limita­tion, any
rights to receive dividends or non-cash distributions with respect to such
shares) unless and until a certificate representing such shares is duly issued
and delivered to the Optionee.  No
adjustment shall be made for dividends or other rights for which the record
date is prior to the date such stock certificate is issued.


9.              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 Optionee shall, with respect to this option or any
unexercised portion hereof, 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 9 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 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 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 hereof, be entitled to the rights and benefits, and be
subject to the limitations, set forth in Section 9 of the Plan.


11.       Exercisability and
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 11(a)(i), Staples; (y) in the case of a
Change in Control pursuant to clause (C) of Section 11(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 11(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, this option shall become
exercisable for additional shares of Common Stock as follows:


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


(A) is offered employment with the Surviving
Corporation (or is 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 Optionee’s principal place of employment of more
than an additional 50 miles from the Optionee’s primary residence at the time
of the Change in Control, or


(B) accepts (or elects to continue) employment with
the Surviving Corporation (regardless of position, compensation or location),
then (x) effective immediately prior to the Change in Control, the vesting
schedule of this option stated in Section 3(a) above shall accelerate such that
an additional 25% of the Total Number of Option Shares shall become immediately
exerciseable, and (y) on each Vesting Date which had not yet occurred as of the
date of the Change in Control, this option shall become exercisable for such
number of additional shares of Common Stock as is determined by dividing the
balance of the Total Number of Option Shares remaining unvested following the
acceleration of vesting referred to in clause (x) above, by the number of
Vesting 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 in
accordance with clause (A) of Section 11(b)(i) or accepts employment in
accordance with clause (B) of Section 11(b)(i), and


(B) within one year following the date of the Change
in Control, the Optionee either (1) is discharged without cause (as defined in
Section 3(f)) or (2) 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 this
option shall be accelerated such that this option shall become exercisable in
full effective upon the date of such discharge or resignation (and this option
shall remain exercisable following such discharge or resignation for such
period, if any, as is provided in Section 3).


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


12.       Withholding Taxes.  Staples’ obligation to deliver shares 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.


13.       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 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 option shall be governed by and
construed in accordance with the laws of the State of Delaware.