Amendment to Employment Agreement



 Exhibit 10.2 

AMENDMENT TO 

EXECUTIVE EMPLOYMENT AGREEMENT 

THIS AMENDMENT TO THE EXECUTIVE EMPLOYMENT AGREEMENT (the “Amendment”) is made as of April 26, 2010 by and between Office
Depot, Inc., a Delaware corporation (the “Company”) and Charles E. Brown (the “Executive”). 
 WHEREAS, the
Company and Executive are parties to one or more prior employment agreements and/or amendments thereto, or extensions thereof, including without limitation an Executive Employment Agreement amended and restated effective as of December 31, 2008
(herein referred to as the “Executive Employment Agreement”); and 
 WHEREAS, in connection with the agreement of the
parties to enter into an amendment to the Executive’s change in control agreement, the parties desire to also amend the Executive Employment Agreement by entering into this Amendment thereto. 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 
  

	1.	The “Base Salary and Benefits” Section of the Executive Employment Agreement shall be amended by adding the following new paragraph to the end thereof:


 “Special Retention Bonus. Upon Executive’s Termination of Employment with the Company (subject
to paragraph 6 of the “Term” Section), Executive shall be entitled to receive a special cash retention bonus (the “Retention Bonus”) of up to $3,000,000 determined as follows: 

(i) if Executive terminates employment on or after September 14, 2012 for any reason, or if Executive’s
employment with the Company is terminated at any time due to a termination by the Company without Cause, a voluntary termination for Good Reason, or a termination due to death or Disability (as such terms are defined herein) (any such termination, a
“Qualifying Termination”), the Retention Bonus shall equal $3,000,000; 
 (ii) if Executive terminates
employment on or after September 14, 2011 and prior to September 14, 2012, other than due to a Qualifying Termination, the Retention Bonus shall equal $2,000,000; 

(iii) if Executive terminates employment on or after September 14, 2010 and prior to September 14, 2011, other
than due to a Qualifying Termination, the Retention Bonus shall equal $1,000,000; and 







 (iv) if Executive terminates employment prior to September 14, 2010,
other than due to a Qualifying Termination, the Retention Bonus shall equal zero (i.e., no Retention Bonus shall be paid). 
 The
Company shall pay the amount of Retention Bonus due under subparagraphs (i) through (iv) above, as applicable, within thirty days after the date of Executive’s Termination of Employment, subject to paragraph 6 of the “Term”
Section.” 
  

	2.	The second, third, fourth, and fifth paragraphs of the “Term” Section of the Executive Employment Agreement shall each be amended by adding the following new
sentence at the end of each paragraph: 

 “Upon the Executive’s Termination of Employment, Executive
shall also be entitled to receive the Retention Bonus described in the last paragraph of the “Base Salary and Benefits” Section, if applicable.” 
  

	3.	The “Term” Section of the Executive Employment Agreement shall be amended by adding the following new subparagraph after paragraph 6 and before the first
subparagraph under paragraph 6: 

 “the Retention Bonus payments described in the last paragraph of the
“Base Salary and Benefits” Section to be made to Executive on account of his Termination of Employment; and” 
  

	4.	In all respects not above amended, the Executive Employment Agreement is hereby ratified and confirmed. 


*    *    *    *    *    *  
  * 
 IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorization
from its Board of Directors, the Company has caused this Amendment to be executed in its name on its behalf by its duly authorized representative, all as of the date first written above. 

 

			
	OFFICE DEPOT, INC.
		
	By:	 	 /s/ Steve Odland

		 	Steve Odland
		 	Chairman and Chief Executive Officer
	
	EXECUTIVE
		
	By:	 	 /s/ Charles E. Brown

		 	Charles E. Brown
		
	Date:	 	 04/26/10