Exhibit 10.13


 


Form of Restricted Stock Award Agreement


 


Staples, Inc.


Employer ID:
04-2896127


500 Staples Drive


Framingham, MA
01702


 




	
   

  	
   

  	
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In consideration of
services rendered to Staples, Inc., you have been awarded restricted
shares of Staples’ Common Stock under Staples, Inc.’s Amended and Restated
2004 Stock Incentive Plan, as follows:


 




	
   

  	
  Award
  No.:

  	
   

  	
   

  	
   

  
	
   

  	
  Stock
  Option Plan:

  	
   

  	
  2004RS

  	
   

  
	
   

  	
  Date
  of Grant:

  	
   

  	
   

  	
   

  
	
   

  	
  Total
  Number of Shares:

  	
   

  	
   

  	
   

  
	
   

  	
  Fair
  Market Value per Share:

  	
   

  	
  $

  	
   

  
	
   

  	
  Total
  Value of Shares Granted:

  	
   

  	
  $

  	
   

  






 




	
   

  Vesting Date

  	
   

  	
  Number of Shares

  Vesting on Vesting Date

  






 


By your acceptance of
this Restricted Stock Award, you acknowledge that this award 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 Restricted Stock Award
Agreement as attached.


 


You understand and agree
that this Restricted Stock Award is being granted 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. Restricted Stock Award
Agreement


 


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1.             Award. 
In consideration of services rendered, Staples, Inc., a Delaware
corporation (“Staples”), hereby awards to the Associate named in the
accompanying Notice of Award of Restricted Stock (the “Notice”), pursuant to
Staples’ Amended and Restated 2004 Stock Incentive Plan (the “Plan”), the Total
Number of Shares of Common Stock of Staples stated in the Notice (the “Shares”)
subject to the terms and conditions of this Restricted Stock Award Agreement
and the Plan.  Except where the context
otherwise requires, the term “Staples” shall include any 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.             Transferability of
Shares.  Until the Vesting Date described below, the
Shares may not be sold, assigned, transferred, pledged, hypothecated or
otherwise disposed of (whether by operation of law or otherwise) nor shall the
Shares be subject to execution, attachment or similar process, except that the
Shares 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 the Shares must agree to be governed by all of the
terms and conditions of this Agreement. 
Upon any sale, transfer, assignment, pledge, hypothecation or other
disposition, or any attempt to sell, assign, transfer, pledge, hypothecate or
otherwise dispose, of the Shares contrary to the provisions hereof, or upon the
levy of any execution, attachment or similar process upon the Shares or such
rights, the Shares shall, at the election of Staples, be deemed repurchased by
Staples at a repurchase price of zero and all rights with respect to the Shares
shall be forfeited to Staples.  In
addition, Staples may seek any other legal or equitable remedies available to
it, including rights of specific performance. 
Staples may refuse to recognize as a shareholder of Staples any
purported transferee of or holder of any rights with respect to the Shares and
may retain and/or recover all dividends payable or paid with respect to such
Shares.


 


3.             Vesting of Shares. 
Except as otherwise provided in this Agreement, the transfer
restrictions on the Shares shall lapse, and the Shares shall be considered to “vest”,
on the Vesting Date set forth in the Notice.


 


4.             Vesting Date.


 


(a)  Continuous Relationship with Staples Required. 
Except as otherwise provided in this Section 4, the Shares shall
not vest unless the Associate is, and has been at all times since the Date of
Award set forth in the Notice, an employee of, or a consultant to, Staples (an “Eligible
Associate”).  In addition, the Shares
shall not vest during any period that the Associate is suspended for an offense
which could lead to a termination by Staples for “cause” (as defined below).


 


(b)  Termination of Relationship with Staples. 
If the Associate ceases to be an Eligible Associate for any reason prior
to the Vesting Date, then, except as provided in paragraph (c) and (d) below,
the Shares shall be deemed repurchased by Staples at a repurchase price of zero
and ownership of all right, title and interest in and to the Shares shall be
forfeited and revert to Staples on the date such Associate ceases to be an
Eligible Associate.  If the Associate is
an employee on an approved leave of absence, then the Shares shall not be
forfeited as a result of such leave of absence unless and until the Associate’s
employment relationship is ultimately terminated


 


(c)  Vesting Upon Death or Disability or Retirement. 
If the Associate (i) dies; (ii) becomes disabled (within the
meaning of Section 22(e)(3) of the Code); or (iii) terminates
employment on or after the Retirement Age Qualification Date (defined below),
in each case prior to the Vesting Date while he or she is an Eligible Associate,
then the Shares shall vest in full.  For
purposes of this Section 4(c), the “Retirement Age Qualification Date”
shall mean the first Quarterly Measurement Date (defined below) to occur on or
after both (A) the Date of Award and (B) the date that the Associate
has attained age 65.  For purposes of
this Section 4(c), the “Quarterly Measurement Date” means the sixth
Thursday following the end of each fiscal quarter.  In addition and subject to Section 11 of
this Agreement, on the Eligible Associate’s Rule of 65 Qualification Date,
a number of unvested Shares that is sufficient to satisfy the Eligible
Associate’s federal, state or local income and employment tax obligations with
respect to the Shares that are


 


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triggered by
virtue of the Eligible Associate satisfying the conditions of the Rule of
65 Qualification Date shall vest in full, provided that Staples may only
withhold a number of such vested Shares that is necessary to meet the minimum
federal, state or local income and employment tax withholding requirements.


 


(d)  Termination for Cause. 
If (a) the Associate’s relationship with Staples is terminated by
Staples for “cause” (as defined below), or (b) if the Associate retires or
resigns and Staples determines within six months thereafter that the Associate’s
conduct prior to his or her retirement or resignation warranted a discharge for
“cause,” or (c) Staples determines that the Associate’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 Associate and Staples, then, without limiting any other remedy
available to Staples, the Shares shall be deemed repurchased by Staples at a
repurchase price of zero and ownership of all right, title and interest in and
to the Shares shall be forfeited and revert to Staples as of the date of such
determination; or, if the Associate at such time no longer owns such Shares,
Staples shall be entitled to recover from the Associate the gross profit earned
by the Associate upon the 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 Associate to substantially perform his or her duties with Staples (other
than any failure resulting from incapacity due to physical or mental illness);
provided, however, that Staples has given the Associate a written demand for
substantial performance, which specifically identifies the areas in which the
Associate’s performance is substandard, and the Associate has not cured such
failure within 30 days after delivery of the demand.  No act or failure to act on the Associate’s
part will be deemed “willful” unless the Associate 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
Associate of any provision of any employment, consulting, advisory, proprietary
information, non-disclosure, non-competition, non-solicitation or other similar
agreement between the Associate 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 Associate of the Code of Ethics or an attempt by the Associate to secure
any improper personal profit in connection with the business of Staples; or


 


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


 


(e) 
Repurchase/Forfeiture.   Upon repurchase/forfeiture of the Shares for
any reason hereunder, the Associate shall cease to have any rights or
privileges as a stockholder of Staples with respect to the Shares
repurchased/forfeited and such Shares shall again be available for subsequent
option grants or awards under the Plan.


 


5.             Delivery of Shares.  Staples shall, upon the Date of Award, effect issuance
of the Shares by registering the Shares in book entry form with Staples’
transfer agent in the name of the Associate. 
No certificate(s) representing all or a part of the Shares shall be
issued until vesting.


 


6.             No Special Employment or
Similar Rights.  Nothing contained in the Plan or this Agreement
shall be construed or deemed by any person under any circumstances to bind
Staples to continue the employment or other relationship of the Associate with
Staples for the period prior to or after vesting.


 


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7.             Rights as a Shareholder. 
Except as otherwise provided herein, the Associate (a) shall have the
right to vote the Shares and act in respect of the Shares at any meeting of
shareholders, but (b) shall not have any rights to receive cash dividends
with respect to the Shares until vesting.


 


8.             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 Associate shall, with respect
to the Shares, 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 8 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 with
respect to Shares on account of any such adjustments.


 


9.             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, the Associate shall, with respect to this Agreement, be
entitled to the rights and benefits, and be subject to the limitations, set
forth in Section 9 of the Plan.


 


10.           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 10(a)(i), Staples; (y) in
the case of a Change in Control pursuant to clause (C) of Section 10(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 10(a)(i),
the entity acquiring the majority of the assets being sold or disposed of by
Staples.


 


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(b)  Effect of Change in Control. Notwithstanding the provisions of Section 3(a),
if a Change in Control of Staples occurs, the Shares shall become vested as
follows:


 


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


 


(A) is not offered employment with the Surviving
Corporation (or is not 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 Associate’s principal place of employment
of more than an additional 50 miles from his or her primary residence at the
time of the Change in Control, and


 


(B) does not accept
(or continue) employment with the Surviving Corporation (regardless of
position, compensation or location) (other than as a result of retirement), or


 


(ii) If,
within one year following the date of the Change in Control, the Associate
either


 


(A) is discharged without cause (as defined in Section 4(d))
or


 


(B) 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 Shares shall be accelerated
such that all of Shares shall vest effective upon the date of such discharge,
resignation or retirement (which shall be considered a Vesting Date hereunder).


 


11.           Withholding Taxes.  Staples’
obligation to vest the Shares shall be subject to the Associate’s satisfaction
of all applicable federal, state and local income and employment tax
withholding requirements.  Staples may
deduct any such tax obligations from any payment of any kind otherwise due to
the Associate, including salary and bonus payments, and may withhold or sell a
sufficient number of Shares on behalf of the Associate to satisfy such tax
obligations.


 


12.           Miscellaneous.


 


(a)  Except
as provided herein, this Agreement may not be amended or otherwise modified
unless evidenced in writing and signed by Staples and the Associate unless the
Board of Directors determines that the amendment or modification, taking into
account any related action, would not materially and adversely affect the
Associate.


 


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


 


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