Exhibit 10.1


 


July 30, 2003


 


 


Mr. Mike Miles


3705 Euclid Avenue


Dallas, TX  75205


 


Dear Mike:


 


This letter supersedes
the one previously sent on July 21, 2003. 
We are, again, pleased to extend this invitation for you to join
Staples, Inc. as Chief Operating Officer, beginning September 8, 2003.  As we discussed, you will report to Ronald
Sargent and will receive a monthly salary of 
$41,666.67 ($500,000.00 on an annualized basis).  Additional details about our offer are
included below.  This letter contains
our complete offer of employment and in no way changes your status as an
at-will employee.


 


Bonus


Eligibility:             According
to your job level, you are eligible for a bonus equal to 60% of your salary
subject to the terms of Staples’ Key Management Bonus Plan.  This year’s bonus will be prorated based on
the number of days you are employed during the fiscal year (our fiscal year
ends on the Saturday closest to January 31st each year). Bonus
awards are based on actual results measured against pre-established Corporate
financial performance.


 


Stock


Options:                Your
position makes you eligible to receive an option to purchase 150,000 shares of
Staples’ stock subject to the terms of the Amended and Restated 1992 Equity
Incentive Plan (“Equity Incentive Plan”),* provided you have a signed
Non-Compete and Non-Solicitation Agreement on file as applicable by your job
level. They will vest 25% one year from date of grant, and then monthly at
2.083% per month for the remaining 36 months. 
The option price will be the closing price of Staples’ stock on the day
of grant. Within 60 days of your start date, we will send you a Stock Option
Grant Agreement with additional details about the terms and conditions of your
options. In the future, options are generally issued in July.


 


PARS:                   Your
position makes you eligible for 50,000 shares of Performance Accelerated
Restricted Stock (“PARS”) under the Equity Incentive Plan,* provided you have a
signed Non-Compete and Non-Solicitation Agreement on file as applicable by your
job level. PARS vest 100% after five years unless vesting accelerates based on
the achievement of specific performance targets. You will receive a full year
grant. Each October, Performance Accelerated Restricted Stock Award Agreements
are issued which set forth the terms and conditions of your PARS grant.


 












* The Board of Directors
currently intends to grant the same number of options and PARS to associates at
your level annually, but we cannot guarantee the level or existence of any
future awards. 


 

















 


	
  Sign-on

  	
   

  	
  In addition you will
  also receive a one time sign-on grant of 50,000 shares of Performance

  
	
  PARS:

  	
   

  	
  Accelerated Restricted
  Stock (“PARS”) under the Equity Incentive Plan, provided you have a signed
  Non-Compete and Non-Solicitation Agreement on file as applicable by your job
  level. PARS vest 100% after five years unless vesting accelerates based on
  the achievement of specific performance targets.

  
	
   

  	
   

  	
   

  
	
  Vacation:

  	
   

  	
  4 weeks, which is accrued at 13.33 hours of
  vacation time per month in accordance with our Vacation Policy.

  
	
   

  	
   

  	
   

  
	
  Relocation:

  	
   

  	
  You
  may elect to relocate at company expense in accordance with the terms of the
  HR: Staples Relocation
  Policy – Level 35-50 Homeowners policy.  All associates are required to sign a
  Relocation Reimbursement Agreement prior to receiving reimbursements for
  their location expenses.  If you have
  questions regarding your relocation, please contact Michelle Solly at Sirva
  Relocation at 1-800-531-3840 ext 5273.

  



 


New
Hire


Requirements:             Staples
requires associates at your level to sign and/or submit the following
documents, which were attached in your original letter, as a condition of
employment.


•     Code of Ethics


•     Non-Compete and Non-Solicitation Agreement


•     Proprietary & Confidential Agreement


•     Severance Benefits Agreement


•     Employment eligibility documents (the Immigration
Reform and Control Act requires us to verify your employment eligibility.  Please review the information sheet included
with your original letter for a list of appropriate documents)


You must bring
these documents with you on your first day. 
You will not be allowed to begin work unless you submit and/or sign the
required documents.


 


Staples holds an
orientation called “The Road to Success at Staples” each Monday at 8:30 a.m. at
500 Staples Drive in Framingham.  Please
plan to attend the orientation session on your first day or the first Monday
after you start work.  When you arrive
at Staples, please check in at the security desk and ask for Carl Lopes.


 


We are very enthusiastic
about your joining Staples and look forward to a mutually rewarding working
relationship.


 


	
  Sincerely,

  
	
   

  
	
   

  
	
  /s/ Susan S. Hoyt

  	
   

  
	
  Susan S. Hoyt

  
	
  Executive Vice
  President Human Resources

  



 


cc:   Ronald
Sargent


Carl Lopes