Exhibit 10.12


 


Form of Non-Employee Director Restricted

Stock Unit Award Agreement




	
   

  Notice of Award of Restricted Stock Units

  and Restricted Stock Unit Award Agreement

  	
  Staples, Inc.

  Employer ID: 04-2896127

  500 Staples Drive

  Framingham, MA 01702

  






 




	
  «FirstName» «LastName»

  	
   

  	
  ACCOUNT ID:

  	
   

  	
  «AccountID»

  






«Address1»


«Address2»


«City», «State»  «Zip»


«Country»


 


In consideration of services rendered to Staples, Inc., you have
been awarded restricted stock units under Staples, Inc.’s Restricted Stock
Unit program as follows:


 




	
  Restricted Stock Unit Award No.:

  	
   

  	
  «GrantNumber»

  
	
  Stock Plan:

  	
   

  	
  2004RSU

  
	
  Date of Award:

  	
   

  	
   

  
	
  Total Number of Units:

  	
   

  	
  «UnitsGranted»

  
	
  Fair Market Value per Unit:

  	
   

  	
  «FairMarketValue»

  
	
  Total Value of Units Granted:

  	
   

  	
   

  
	
  Vesting Schedule:

  	
   

  	
  25% of the Total
  Number of Units shall vest on the date of each of the four (4) regularly
  scheduled quarterly meetings of the Board of Directors that are held during
  the Staples’ fiscal year that includes the Date of Award, provided that you
  are the [chair of of the [Audit Committee] [Nominating and Corporate
  Governance Committee] [Compensation Committee] [Finance Committee]] [the lead
  director] of the Board on such meeting date

  
	
  Regular Payment Date:

  	
   

  	
  The one-year
  anniversary of the Date of Award

  






 


Each restricted stock unit represents the right to receive one share of
Staples, Inc. Common Stock.


 


By your acceptance of this Restricted Stock Unit 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 Unit Award Agreement which is attached
hereto.


 


 




	
   

  	
   

  	
  Staples, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Ronald L.
  Sargent

  Chairman and Chief Executive Officer

  






 

















 


STAPLES, INC.


RESTRICTED
STOCK UNIT AWARD AGREEMENT

(DIRECTORS)


 


1.  Award.  In consideration of services rendered,
Staples, Inc., a Delaware corporation (“Staples”), hereby awards to the
Director named in the Notice of Award (the “Notice”), pursuant to Staples’
Amended and Restated 2004 Stock Incentive Plan (the “Plan”), the Total Number
of Units stated in the Notice (the “Units”). 
Each Unit represents the right to receive one share of Common Stock of
Staples (each, a “Share” and collectively, the “Shares”) subject to the terms
and conditions of this Restricted Stock Unit 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 and the Regulations thereunder (the “Code”).


 


2.  Transferability.  During the Holding Period described below,
neither the Units nor the Shares received upon the settlement of a Unit may be
sold, assigned, transferred, pledged, hypothecated or otherwise disposed of
(whether by operation of law or otherwise) nor shall any Units or Shares be
subject to execution, attachment or similar process, except that after
settlement of a Unit the resulting 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 Units or
Shares received upon the settlement of a Unit contrary to the provisions
hereof, or upon the levy of any execution, attachment or similar process upon
the Units or Shares or such rights, any Units or 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 Units and 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 Units and any Shares received upon the
settlement of a Unit and may retain and/or recover all dividends, dividend
equivalents and other distributions payable or paid with respect to such Units
and Shares.


 


3.  Holding
Period.  Except as
otherwise provided in this Agreement, the Holding Period for the Units and any
Shares received upon settlement of a Unit shall begin on the Date of Award and
end when the Director ceases to be an Eligible Director (as defined below).


 


4.  Vesting.


 


(a)  Continuous Relationship with Staples
Required.  For purposes of
this Agreement, an “Eligible Director” is an individual that is, and has been
at all times since the Date of Award, a director of Staples.


 


(b)  Vesting.  A Director shall vest in the Total Number of
Units stated in the attached Notice according to the following schedule:  25% of the Total Number of Units shall vest
on the date of each of the four (4) regularly scheduled quarterly meetings
of the Board of Directors of Staples, Inc. (the “Board of Directors”) that
are held during the Staples’ fiscal year that includes the Date of Award set
forth in the attached Notice (each, a “Quarterly Meeting”), provided that the
Director is [the chair of of the [Audit Committee] [Nominating and Corporate
Governance Committee] [Compensation Committee] [Finance Committee]] [the lead
director] of the Board of Directors on such Quarterly Meeting date (each, a “Quarterly
Meeting Date”).  Vesting of the Units
shall be determined without regard to actual attendance at Quarterly
Meetings.  Neither the scheduling of nor
the attendance at other Board of Directors’ meetings or committee meetings
shall accelerate the vesting of the Units or increase the Total Number of Units
granted to the Director under the Notice or this Agreement.  If the Director ceases to be an Eligible Director
for any reason before a Quarterly Meeting Date described above then, except as
provided in paragraph (c) below, all right, title and interest in and to
the Units that would otherwise vest upon such Quarterly Meeting Date and the
Shares that would be received upon settlement of a Unit shall be forfeited on
the date such Director ceases to be an Eligible Director.  If the Director is on an approved leave of
absence, then the Units and the related Shares shall not be forfeited, and the
Holding Period shall not terminate, as a result of such leave of absence,
unless and until the Director’s position as a director is ultimately terminated
prior to a Quarterly Meeting Date.


 


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(c)  Vesting Upon Death, Disability, Retirement
or Change in Control. If the Director (i) dies; (ii) becomes
disabled within the meaning of Section 22(e)(3) of the Code (a “Disability”);
or (iii) terminates his or her position as a director of Staples and
separates from service within the meaning of Section 409A of the Code upon
or after reaching age 72 (a “Retirement”), or if a Change in Control occurs, in
each case prior to the Regular Payment Date and while the Director is [the
chair of of the [Audit Committee] [Nominating and Corporate Governance
Committee] [Compensation Committee] [Finance Committee]] [the lead director] of
the Board of Directors, then any unvested Units shall vest, the Shares to be
received upon settlement of the Units shall no longer be subject to forfeiture
as provided in this Section 4, and the Holding Period shall terminate with
respect to all vested Units and related Shares.


 


(d)  Effect of Repurchase/Forfeiture.  Upon repurchase/forfeiture of the Units for
any reason hereunder, such Units and the Shares that would be received upon
settlement of the Units, shall again be available for subsequent grants or
awards under the Plan.


 


5.  Settlement
of Units.  Settlement of
the vested portion of the Total Number of Units shall be made in a single lump
sum payment on the first business day following the earliest to occur of the
Regular Payment Date, the death of the Director, the Disability of the
Director, the Retirement of the Director, or the consummation of a Change in
Control.  Staples shall settle any vested
Units through issuance of Shares by registering the Shares in book entry form
with Staples’ transfer agent in the name of the Director.  No certificate(s) representing all or a
part of the Shares that have not been repurchased/forfeited shall be issued
until the end of the Holding Period.


 


6.  No
Rights to Continue as a Director.  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 relationship of the Director with Staples for any
period of time.


 


7.  Rights
as a Shareholder.  The
Director (a) shall not have the right to vote any Shares nor act in
respect of the Shares at any shareholder meeting prior to being issued Shares
in connection with the settlement of the Units, and (b) shall not have any
right to receive cash dividends with respect to the Units or Shares prior to
being issued Shares in connection with the settlement of the Units.


 


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 Director shall, with respect to the Units and Shares, be
entitled to the rights and benefits, and be subject to the limitations, set
forth in Section 9 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 Units or 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 Director
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.  Definitions.  For purposes of this Agreement, the following
terms shall have the following meanings:


 


(a)  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


 


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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 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; provided, however, that such Change in Control also constitutes “a
change in ownership or effective control” of Staples, or a change in “the
ownership of a substantial portion of the assets” of Staples within the meaning
of Section 409A(a)(2)(v) of the Code.


 


(b) “Surviving Corporation” shall mean (x) in the case of a
Change in Control pursuant to clause (A) or clause (B) of Section 10(a),
Staples; (y) in the case of a Change in Control pursuant to clause (C) of
Section 10(a), 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), the entity acquiring the majority of the
assets being sold or disposed of by Staples.


 


11.  Withholding
of Director’s Taxes. 
Notwithstanding anything to the contrary in this Agreement, any
provisions providing that the Shares shall no longer be subject to
repurchase/forfeiture or that the Holding Period shall terminate shall be
subject to the Director’s satisfaction of all applicable federal, state and
local income tax withholding requirements.


 


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
Director unless the Board of Directors determines that the amendment or
modification, taking into account any related action, would not  materially and adversely affect the Director.


 


(b)  All notices under this Agreement shall be mailed or delivered
by hand to Staples at its main office, Attn: Secretary, and to the Director to
his/her last known address on the 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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