EX-10.1



 Exhibit 10.1 
  





 
 December 29, 2017 
 Joseph
Lower 
 11774 Calleta Court 
 Palm Beach Gardens, FL 33418 

Dear Joe: 
 It is with great pleasure that I confirm our offer of
employment with Office Depot. We are looking forward to having you as part of our team. 
 This letter confirms the details of the offer, which are set
forth below. Please note that this offer is contingent upon the satisfactory outcome of a background check and should not be construed as a formal contract of employment. A background check may include, but is not limited to, a criminal record
check, educational record check, verification of prior employment, credit check, Social Security number verification and drug screen, if required for the position. 

Position: Executive Vice President, Chief Financial Officer, reporting to the Chief Executive Officer. 

Base Salary: You will be paid $600,000.00 annually, which is subject to deductions for taxes and other withholdings as required by law. This annual
amount will be paid as a weekly salary which you will receive on a bi-weekly basis. As an exempt employee, your hours in this position may fluctuate, and each weekly portion of your salary will compensate you
for all hours you work during that week. 
 Start Date: January 8, 2018 

Location: Boca Raton, Florida 
 Bonus Eligibility:
You will be eligible to participate in the Office Depot, Inc. 2018 Corporate Incentive Plan (the “Plan”). Any incentive payable under the Plan for 2018 will be paid in 2019, no later than March 15, 2019, and subject to the
Plan’s terms and conditions. The Plan currently provides an incentive target payout of 80% of your annual eligible earnings. 
 Sign-On Equity: You will receive a new hire sign-on equity award following your Start Date equal to a value of $2,000,000.00. The actual number of shares you will receive
will be determined based on the closing stock price on the date of grant and will consist of time vested restricted stock, with vesting occurring in one-third installments on each of the first three
anniversaries of the grant date as long as you are continuously employed by the Company through each anniversary date. 
 Long-Term Incentive Plan:
You will receive an award equal to a value of $1,500,000.00 under the 2018 Long Term Incentive Plan at the time 2018 grants are made. The actual number of shares you will receive will be determined based on the methodology approved by the
Compensation Committee of the Board of Directors for the 2018 annual grant. 
 Car Allowance: You are eligible for the Executive Car Allowance
Program, which is intended to cover expenses associated with owning/leasing and maintaining a vehicle. The current allowance is a flat amount of $600.00 which will be included in each bi-weekly paycheck. 

Paid Time-Off: You will be eligible for paid time off in accordance with the terms of Office Depot’s Paid
Time Off policy, as the terms may be amended from time to time (currently, 208 hours of paid time off per year). 








 Joseph Lower 

Page 2 
  

 Benefits: A summary of the benefits for which you will be eligible is enclosed. 

Non-Compete Agreement: For and in consideration of the above compensation terms, the sufficiency of which you
acknowledge by your acceptance of this position, enclosed is an important document, which requires your execution – the Associate Non-Competition, Confidentiality and
Non-Solicitation Agreement. Please return this document within ten (10) days hereof (a return envelope has been provided for your convenience). Your offer for employment is also conditioned upon your
representation that you do not have any post-employment obligations (contractual or otherwise) that would limit in any respect your employment with Office Depot and your contemplated duties or otherwise subject Office Depot to liability for breach
of any such obligations. Your acceptance of employment shall constitute your affirmation of the foregoing representation. 
 Employment at
Will/Severance: All employment with Office Depot is at will, and nothing herein shall be construed to constitute an employment agreement or deemed a guarantee of continued employment. In the event that, at any time during your employment (except
as provided in the CIC Plan (defined below)), you are terminated by Office Depot without Cause, or you resign for Good Reason, Office Depot will pay to you, less applicable taxes and other deductions required by law, the sum of (i) 18 months of your
then-prevailing base salary at the rate in effect on the date of your employment termination, (ii) 18 times the difference between Office Depot’s monthly COBRA charge on your date of employment termination for the type of Company-provided group
health plan coverage in effect for you on that date and the applicable active employee charge for such coverage, (iii) bonus calculated based on actual performance under Office Depot’s annual bonus plan for Office Depot’s fiscal year
in which the employment termination occurs, and your annual eligible earnings in the fiscal year in which the employment termination occurs, and (iv) any earned but unpaid annual bonus for the completed fiscal year preceding the fiscal year of
termination, which unpaid bonus will be paid when annual bonuses are paid to other senior executives for such fiscal year. Payment due under (iii), if any, will be made at the same time as payments are made to other active participants in the annual
bonus plan following determination of actual performance by the Compensation Committee. Office Depot must deliver to you a release agreement in a form substantially consistent with Office Depot’s standard form of general release used for
officers and not inconsistent with the terms of this letter (the “Release”) within seven days following the date of your employment termination. As a condition to receipt of the severance benefits specified in this section, you must
(A) sign the Release and return the signed Release to Office Depot within the time period prescribed in the Release (which will not be more than 45 days after Office Depot delivers the Release to you), and (B) not revoke the Release within
any seven-day revocation period that applies to you under the Age Discrimination in Employment Act of 1967, as amended; the total period of time described in (A) and (B) above is the “Release
Period.” Office Depot will pay the severance benefits specified in this section to you in a lump sum within 15 days following the expiration of the Release Period. In the event you decline or fail for any reason to timely execute and deliver
the Release or you revoke the Release, then you will not be entitled to the severance benefits specified in this section. Unless otherwise agreed to in writing by Office Depot, the severance benefits specified in this section shall be in lieu of any
severance payment or benefit under any Office Depot severance plan, policy, program or practice (whether written or unwritten) and, therefore, such severance benefits shall be the exclusive source of any severance benefits. For purposes of this
letter, other than as applies under the CIC Plan, Cause and Good Reason are defined as follows: 
 “Cause” means: (i) your willful failure to
perform your material duties (other than any such failure resulting from incapacity due to physical or mental illness); (ii) your willful failure to comply with any valid and legal directive of the CEO; (iii) your engagement in dishonesty,
illegal conduct or misconduct, which is, in each case, materially injurious to Office Depot or its affiliates; (iv) your embezzlement, misappropriation or fraud, whether or not related to your employment with Office Depot; (v) your
conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude; (vi) your willful violation of a material policy of Office
Depot; or (vii) your material breach of any material obligation under this letter, the Associate Non-Competition, Confidentiality and Non-Solicitation Agreement, or
any other written agreement between Office Depot and you. Termination of your employment shall not be deemed to be for Cause unless and until Office Depot delivers to you a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the 








 Joseph Lower 

Page 3 
  

 
Board, finding that you are guilty of the conduct described in any of (i) through (vii) above, after having afforded you a reasonable opportunity to appear (with counsel) before the Board.
Except for a failure, breach or refusal which, by its nature, cannot reasonably be expected to be cured, you shall have thirty (30) business days from the delivery of written notice by Office Depot within which to cure any acts constituting
Cause; provided, however, that if Office Depot reasonably expects irreparable injury from a delay of thirty business (30) days, Office Depot may give you notice of such shorter period within which to cure as is reasonable under the
circumstances, which may include the termination of your employment without notice and with immediate effect. For purposes of this “Cause” definition, no act or failure by you shall be considered “willful” if such act is done by
you in the good faith belief that such act is or was in the best interests of Office Depot or one or more of its businesses. 
 “Good Reason”
means the occurrence of any one or more of the following, in each case without your written consent: (i) a material reduction in your Base Salary (as such annual base salary may be increased from time to time), except for across-the-board annual base salary reductions affecting the executive leadership team; (ii) the relocation of Office Depot’s principal executive office to a
location more than fifty miles (or such longer distance that is the minimum permissible distance under the circumstances for purposes of the involuntary separation from service standards under the Treasury Regulations or other guidance under
Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”)) from its location on your Start Date and that results in a material increase to your normal daily commute, except for required travel on business for
Office Depot or any subsidiary; (iii) the failure of Office Depot to obtain a satisfactory agreement from any successor to assume and agree to perform this letter and the CIC Plan; or (iv) material breach by Office Depot of any material
provision of this letter, unless arising from your inability to materially perform your duties contemplated hereunder; provided, however, that you will only have Good Reason if you provide notice of termination to Office Depot of the existence of
the event or circumstance constituting Good Reason specified in any of the preceding clauses within ninety (90) days of the initial existence of such event or circumstances and if such event or circumstance is not cured within thirty
(30) days after Office Depot’s receipt of such notice of termination. If you initiate your separation from service for Good Reason, the actual separation from service must occur within sixty (60) days after the date of the notice of
termination. Your failure to timely give notice of termination of the occurrence of a specific event that would otherwise constitute Good Reason will not constitute a waiver of your right to give notice of any new subsequent event that would
constitute Good Reason that occurs after such prior event (regardless of whether the new subsequent event is of the same or different nature as the preceding event). 

Change in Control Plan: You will be eligible to participate in the Executive Change in Control Plan (“CIC Plan”) which provides for severance
in the event that you are involuntarily terminated following a Change in Control, as defined therein, at the Tier 1 level. Enclosed you will find a copy of the CIC Plan for your reference as well as a Notice of Selection for Participation in
Executive Change in Control Severance Plan (“Notice”) which requires your acceptance prior to your effective participation in the CIC Plan. Please return the signed Notice to me along with your signed offer letter. 

Tax Treatment: This letter will be construed and administered to preserve the exemption from Section 409A of the Internal Revenue Code of 1986, as
amended, and the guidance thereunder (“Section 409A”) of payments that qualify as short-term deferrals pursuant to Treas. Reg. §1.409A-1(b)(4) or that qualify for the two-times compensation exemption of Treas. Reg. §1.409A-1(b)(9)(iii). With respect to other amounts that are subject to Section 409A, it is intended, and this letter
will be so construed, that any such amounts payable under this letter and Office Depot’s and your exercise of authority or discretion hereunder shall comply with the provisions of Section 409A so as not to subject you to the payment of
interest and additional tax that may be imposed under Section 409A. As a result, with respect to any amount that is subject to Section 409A (i) references to your termination of employment shall be deemed references to your
“separation from service” within the meaning of Treas. Reg. §1.409A-1(h), and (ii) in the event you are a “specified employee” within the meaning of Treas. Reg. §1.409A-1(i) on the date of your separation from service (with such status determined by Office Depot in accordance with rules established by Office Depot in writing in advance of the “specified employee
identification date” that relates to the date of your separation from service or in the absence of such rules established by Office Depot, under the default rules for identifying specified employees under Treas. Reg. §1.409A-1(i)), any amount that is payable to 








 Joseph Lower 

Page 4 
  

 
you in connection with your separation from service shall be paid six months after such separation from service (if you die after the date of your separation from service but before a payment has
been made, such payment will be paid to your estate without regard to such six-month delay). For purposes of Section 409A, your right to receive installment payments pursuant to this letter will be
treated as a right to receive a series of separate and distinct payments. To the extent that reimbursements or other in-kind benefits under this letter constitute nonqualified deferred compensation,
(x) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by you, (y) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (z) no such reimbursement, expenses eligible for reimbursement, or in-kind
benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. You acknowledge and agree that Office Depot
has made no representation to you as to the tax treatment of the compensation and benefits provided pursuant to this letter and that you are solely responsible for all taxes due with respect to such compensation and benefits. 

Clawback Provisions: Any incentive-based compensation or other amounts paid to you pursuant to any and all agreements or arrangements with the Company
will be subject to clawback under any applicable Company clawback policy (including any such policy adopted by the Company pursuant to applicable law, government regulation or stock exchange listing requirement). 

Professional fees: Office Depot shall pay or you shall be reimbursed for your legal fees and other costs incurred in negotiating and entering into this
offer letter and related agreements and amendments up to a maximum of $10,000.00, provided that you submit applicable invoices to Office Depot within 90 days following the Start Date. Any payment required under this provision shall be made as
soon as administratively practicable after the Start Date. 
 Miscellaneous: Office Depot is required to verify your eligibility to work in the
United States. Accordingly, on your first day of work at Office Depot, you must complete an Employment Eligibility Verification Form and provide original documentation establishing your identity and employment eligibility. The List of Acceptable
Documents for this purpose is enclosed for your reference. 
 If you fail to provide the necessary documentation to establish your identity and eligibility
to work in the United States by the close of business of your second day of work, you will not be permitted to work at Office Depot. 
 Joe, we are excited
to have you join management as Executive Vice President, Chief Financial Officer. I look forward to your response as soon as practicable. 
 Sincerely, 

/s/ Gerry P. Smith 
 Gerry P. Smith 

Chief Executive Officer 
 Enclosures 

Agreed and Accepted by: 
  

							
	/s/ Joseph Lower	 		  	12/29/2017	  	
	Joseph Lower	 		  	Date