QuickLinks
 -- Click here to rapidly navigate through this document
 










 



 
 

Exhibit 10.22    
    


 
 

AMENDED AND RESTATED 1990 DIRECTOR STOCK OPTION PLAN    
    


1.    Purpose.    



        The
purpose of this Amended and Restated 1990 Director Stock Option Plan (the "Plan") of Staples, Inc. (the "Company") is to encourage ownership in the Company by the Company's
outside directors, whose continued services the Company considers essential to its future progress, and to provide these individuals with a further incentive to remain as directors of the Company. 


2.    Administration.    


        The
Board of Directors shall supervise and administer the Plan. Grants of stock options ("Options") and awards of restricted stock under the Plan and the amount and nature of the Options
and restricted stock to be granted shall be made by the Board of Directors in accordance with Section 4. All questions concerning interpretation of the Plan or any Options or restricted stock
issued under it shall be resolved by the Board of Directors and such resolution shall be final and binding upon all persons having an interest in the Plan. 


3.    Participation in the Plan.    


        Directors
of the Company who are not employees of the Company or any subsidiary of the Company ("outside directors") shall be eligible to receive Options and restricted stock under the
Plan. 


4.    Terms, Conditions and Form of Options and Restricted Stock.    


        All
Options and restricted stock granted under the Plan shall be evidenced by a written agreement in such form as the Board of Directors shall from time to time approve, which agreements
shall comply with and be subject to the following terms and conditions. 



(a)    Stock
Subject to Plan. Options and restricted stock may be granted under the Plan with respect to Staples common stock ("Staples Common Stock"). Subject to adjustment as provided in
the Plan, the maximum number of shares of Staples Common Stock which may be issued under the Plan is 3,350,000 shares. All Options or restricted stock granted under the Plan, as provided below, shall
be granted with respect to Staples Common Stock. If an Option shall expire or terminate for any reason without having been exercised in full, the unpurchased shares subject to such Option shall again
be available for subsequent Option grants or restricted stock under the Plan; and if the shares subject to restricted stock shall be repurchased by the Company, the repurchased shares shall again be
available for subsequent Option grants or restricted stock under the Plan. 



(b)    Grants
of Options and Restricted Stock. 



	(1)
	Initial Option Grant.    An Option to purchase 15,000 shares of Staples Common Stock shall be granted automatically to
outside directors who are initially elected to the Board of Directors subsequent to the approval of the Plan by the Company's stockholders at the close of business on the date of such director's
initial election to the Board of Directors.



	(2)
	Annual
Option Grants. 






        (i)    On
the date of the first regularly scheduled Board of Directors meeting following the end of each fiscal year of the Company, commencing with the fiscal year ending
January 30, 1999, an Option shall be granted automatically to each outside director to purchase a number of shares of Staples Common Stock equal to 3,000 multiplied by the number of regularly 




1







 


scheduled
meeting days of the Board of Directors attended by such director in the previous 12 months (up to a maximum of 15,000 shares). 


	(3)
	Annual Awards of Restricted Stock.    On the date that performance accelerated restricted stock for any year is awarded to
executive officers, (x) the Company shall grant to each outside director 400 shares of restricted stock for each regularly scheduled meeting day of the Board of Directors attended by such
director in the previous fiscal year (up to a maximum of 2,000 shares of restricted stock) and (y) in addition, the Company shall grant to the Lead Director and the Chairman of each of the
Audit, Compensation, and Governance Committees of the Board of Directors 200 shares of restricted stock for each regularly scheduled meeting day of the Board of Directors attended by such director in
the previous fiscal year (up to a maximum of 1,000 shares of restricted stock). 




(c)    Terms
of Options. 



	(1)
	Option Exercise Price.    The option exercise price per share for each Option granted under the Plan shall be equal to the
last reported sale price per share of Staples Common Stock on the Nasdaq National Market on the date of grant (or, if no such price is reported on such date, such price as is reported on the nearest
preceding date).



	(2)
	Nature of Options.    All Options granted under the Plan shall be nonstatutory options not entitled to special tax treatment
under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").



	(3)
	Vesting.    Except as otherwise provided in the Plan, (A) each Option to purchase shares of Staples Common Stock shall
become exercisable, on a cumulative basis, in four equal annual installments on each of the first, second, third and fourth anniversary dates of its date of grant, provided the optionee continues to
serve as a director of the Company on such dates. (Notwithstanding the foregoing, each outstanding Option shall immediately become exercisable in full in the event (A) a Change in Control (as
defined in Section 8) of the Company occurs or (B) the optionee ceases to serve as a director of the Company due to his or her death, disability (within the meaning of
Section 22(e)(3) of the Code or any successor provision) or retires pursuant to a retirement policy adopted by the Company.



	(4)
	Option Exercise Procedure.    An Option may be exercised only by written notice to the Company at its principal office
accompanied by payment in cash of the exercise price with respect to the Option being exercised or by the tender (actual or constructive) of shares of Staples Common Stock owned by the director having
a value as of the date of exercise equal to the exercise price. The Board of Directors may impose such restrictions on the tender of shares as it deems appropriate.



	(5)
	Termination.    Each Option shall terminate, and may no longer be exercised, on the date six months after the optionee ceases
to serve as a director of the Company; provided that, in the event (A) an optionee ceases to serve as a director due to his or her death or disability (within the meaning of
Section 22(e)(3) of the Code or any successor provision), or (B) an optionee dies within six months after he or she ceases to serve as a director of the Company, then the exercisable
portion of the Option may be exercised, within the period of one year following the date the optionee ceases to serve as a director, by the optionee or by the person to whom the Option is transferred
by will, by the laws of descent and distribution, or by written notice pursuant to Section 4(c)(vii). Notwithstanding the foregoing, each Option shall terminate, and may no longer be exercised,
on the date 10 years after the date of grant. 




2







 


	(6)
	Options Nontransferable.    Except as otherwise provided by the Board of Directors, each Option granted under the Plan by its
terms shall not be transferable by the optionee otherwise than by will or the laws of descent and distribution, and shall be exercised during the lifetime of the optionee only by the optionee or his
or her legal representative. No Option or interest therein may be transferred, assigned, pledged or hypothecated by the optionee during his or her lifetime, whether by operation of law or otherwise,
or be made subject to execution, attachment or similar process.



	(7)
	Option Exercise by Representative Following Death of Director.    An optionee, by written notice to the Company, may
designate one or more persons (and from time to time change such designation), including his or her legal representative, who, by reason of the optionee's death, shall acquire the right to exercise
all or a portion of the Option. If the person or persons so designated wish to exercise any portion of the Option, they must do so within the term of the Option as provided herein. Any exercise by a
representative shall be subject to the provisions of the Plan. 





(d)    Terms
of Restricted Stock. 



	(1)
	Nature of Restricted Stock.    All restricted stock hereunder shall consist of the issuance by the Company of shares of
Staples Common Stock or an agreement for the future delivery of shares of Staples Common Stock at an agreed-upon date ("Restricted Stock Deferred Units") and the purchase by the recipient
thereof of such shares, subject to the terms, conditions and restrictions described in the document evidencing the restricted stock and in this Plan.



	(2)
	Execution of Restricted Stock Agreement.    In the case of the actual issuance of Staples Common Stock, the Company shall,
upon the date of the restricted stock grant, issue the shares of Staples Common Stock subject to the restricted stock by registering such shares in book entry form with the Company's transfer agent in
the name of the recipient. No certificate(s) representing all or a part of such shares shall be issued until the conclusion of the vesting period described in paragraph (iv) below.



	(3)
	Price.    Except as otherwise determined by the Board of Directors, all restricted stock issued hereunder shall be issued
without the payment of any cash purchase price by the recipients (in which case the "price per share originally paid" for purposes of clause (2) of paragraph (v) below shall be zero).



	(4)
	Vesting.    Except as otherwise provided in the Plan, the restrictions on transfer and the forfeiture provisions of each
share of restricted stock shall lapse five years from the first day of the fiscal year during which the restricted stock is granted. Notwithstanding the foregoing, the restrictions on transfer and the
forfeiture provisions of all restricted stock granted under this Plan shall immediately lapse in the event (A) a Change in Control of the Company occurs, or (B) the recipient ceases to
serve as a director of the Company due to his or her death, disability (within the meaning of Section 22(e)(3) of the Code or any successor provision) or retires pursuant to a retirement policy
adopted by the Company.



	(5)
	Restrictions on Transfer.    In addition to such other terms, conditions and restrictions on restricted stock contained in
the Plan or the applicable restricted stock Agreement, all restricted stock shall be subject to the following restrictions: 





No
shares of restricted stock shall be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of until they become vested pursuant to paragraph (iv) above. The period during
which such restrictions are applicable is referred to as the "Restricted Period." 





3







 



Except
as set forth in the last sentence of paragraph (iv) above, if a recipient ceases to be a director of the Company within the Restricted Period for any reason, the Company shall have the
right and option for a period of three months following the date of such cessation to buy for cash that number of shares of restricted stock as to which the restrictions on transfer and the forfeiture
provisions contained in the shares of restricted stock have not then lapsed, at a price equal to the price per share originally paid by the recipient. If such cessation occurs within the last three
months of the applicable Restricted Period, the restrictions and repurchase rights of the Company shall continue to apply until the expiration of the Company's three month option period. 


Notwithstanding
subparagraphs (1) and (2) above, the Board of Directors may, in its discretion, either at the time that shares of restricted stock are awarded or at any time thereafter,
waive the Company's right to repurchase shares of Staples Common Stock or Restricted Stock Deferred Units upon the occurrence of any of the events described in this paragraph (v) or remove or
modify any part or all of the restrictions. In addition, the Board of Directors may, in its discretion, impose upon the recipient of restricted stock at the time that such shares of restricted stock
are granted such other restrictions on any restricted stock as the Board of Directors may deem advisable. 



	(6)
	Additional Shares.    Any shares received by a recipient of restricted stock as a stock dividend or any Restricted Stock
Deferred Units received in respect of a stock dividend, or as a result of stock splits, combinations, exchanges of shares, reorganizations, mergers, consolidations or otherwise with respect to such
restricted stock shall have the same status and shall bear the same restrictions, all on a proportionate basis, as the shares or Restricted Stock Deferred Units initially subject to such.



	(7)
	Transfers in Breach of Restricted Stock.    If any transfer of restricted stock is made or attempted contrary to the terms of
the Plan and of such restricted stock, the Board of Directors shall have the right to purchase for the account of the Company those shares from the owner thereof or his or her transferee at any time
before or after the transfer at the price paid for such shares by the person to whom they were awarded under the Plan. In addition to any other legal or equitable remedies which it may have, the
Company may enforce its rights by specific performance to the extent permitted by law. The Company may refuse for any purpose to recognize as a shareholder of the Company any transferee who receives
any shares contrary to the provisions of the Plan and the applicable restricted stock or any recipient of restricted stock who breaches his or her obligation to resell shares as required by the
provisions of the Plan and the applicable restricted stock, and the Company may retain and/or recover all dividends on such shares which were paid or payable subsequent to the date on which the
prohibited transfer or breach was made or attempted.



	(8)
	Additional Restricted Stock Provisions.    The Board of Directors may, in its sole discretion, include additional provisions
in any restricted stock granted under the Plan. 





5.    Limitation of Rights.    



(a)    No Right to Continue as a Director.    Neither the Plan, nor the granting of an Option or restricted stock nor any other
action taken pursuant to the Plan, shall constitute or be evidence of any agreement or understanding, express or implied, that the Company will retain the optionee or recipient of restricted stock as
a director for any period of time. 


(b)    Rights as a Stockholder.



	(1)
	Options.    An optionee shall have no rights as a stockholder with respect to the shares covered by his or her Option until
the date of the issuance to him or her of a stock 




4







 



certificate
therefor, and no adjustment will be made for dividends or other rights (except as provided in Section 6) for which the record date is prior to the date such certificate is issued. 



	(2)
	Restricted Stock.    Subject to the limitations set forth in Section 4(d) and except as otherwise provided herein, a
recipient of restricted stock, other than Restricted Stock Deferred Units, shall have all rights as a shareholder with respect to the shares subject to such restricted stock including, without
limitation, any rights to receive dividends or non-cash distributions with respect to such shares and to vote such shares and act in respect of such shares at any meeting of shareholders.
A recipient of Restricted Stock Deferred Units shall have no rights as a shareholder with respect to the Staples Common Stock until the date of issuance to him or her of a stock certificate therefor,
but the agreement evidencing the Restricted Stock Deferred Units may include the crediting of additional Restricted Stock Deferred Units equal in value to the cash amount of dividends paid with
respect to same number of shares of Staples Common Stock as the Restricted Stock Deferred Units. 





6.    Adjustment Provisions for Recapitalizations and Related Transactions.    



(a)    If,
through or as a result of any merger, consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, stock
dividend, stock split, reverse stock
split, or other similar transaction, (i) the outstanding shares of Staples Common Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities
of the Company, or (ii) additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to Staples Common Stock
or other securities, a proportionate adjustment shall be made in (x) the number and kind of shares of Staples Common Stock subject to Options or the number and kind of shares of Staples Common
Stock or Restricted Stock Deferred Units subject to restricted stock to be granted to outside directors after such event pursuant to Section 4(b), (y) the number and kind of shares of
Staples Common Stock subject to then outstanding Options or the number and kind of shares of Staples Common Stock or Restricted Stock Deferred Units subject to any then outstanding restricted stock
under the Plan, and (z) the exercise price for each share of Staples Common Stock subject to any then outstanding Options or repurchase rights of the Company under the Plan, without changing
the aggregate purchase price as to which such Options or repurchase rights of the Company remain exercisable. No fractional shares or Restricted Stock Deferred Units will be issued under the Plan on
account of any such adjustments. 


(b)    All
share numbers herein have been adjusted to reflect all stock splits through April 5, 2000. 




7.    Mergers, Consolidations, Asset Sales, Liquidations, etc.    


        Subject
to the provisions of Section 4(c)(iii) and 4(d)(iv), in the event of a merger or consolidation or sale of all or substantially all of the assets of the Company in which
outstanding shares of Staples 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 the Company, the Board
of Directors of the Company, or the board of directors of any corporation assuming the obligations of the Company, shall take one or more of the following actions, as to outstanding Options of Staples
Common Stock: (i) provide that such Options shall be assumed, or equivalent Options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof); (ii) upon
written notice to the optionees, provide that all unexercised Options shall (A) immediately become exercisable in full and (B) terminate immediately prior to the consummation of such
transaction unless exercised by the optionee within a specified period following the date of such notice; or (iii) in the event of a merger under the terms of which holders of Staples Common
Stock of the Company will receive upon consummation thereof a cash payment for each share surrendered in the merger (the "Merger Price"), make or provide for a 


5







 



cash
payment to such optionees equal to the difference between (A) the Merger Price times the number of shares of Staples Common Stock subject to such outstanding Options (to the extent then
exercisable) with exercise prices not in excess of the Merger Price and (B) the aggregate exercise price of all such Options, in exchange for the termination of such Options. 


8.    Change in Control.    



        For
purposes of the Plan, a "Change in Control" shall be deemed to have occurred if (i) any "person", as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned
directly or indirectly by the stockholders of the Company in substantially the same proportion as their ownership of stock of the Company), is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding
securities (other than pursuant to a merger or consolidation described in clause (A) or (B) of subsection (iii) below); (ii) during any period of two consecutive years
ending during the term of the Plan (not including any period prior to the adoption of the Plan), individuals who at the beginning of such period constitute the Board of Directors of the Company, and
any new director (other than a director designated by a person who has entered into an agreement with the Company to effect any transaction described in clause (i), (iii) or
(iv) of this Section 8) whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the
directors then still in office who were either directors at the beginning of the period or whose election or nomination for election was previously so approved (collectively, the "Disinterested
Directors"), cease for any reason to constitute a majority of the Board of Directors; (iii) the closing of a merger or consolidation of the Company or any subsidiary of the Company with any
other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person"
(as defined above) acquires more than 30% of the combined voting power of the Company's then outstanding securities; or (iv) a complete liquidation of the Company or a sale by the Company of
all or substantially all of the Company's assets. 


9.    Modification, Extension and Renewal of Options and Restricted Stock.    


        The
Board of Directors shall have the power to modify or amend outstanding Options and restricted stock; provided, however, that no modification or amendment may (i) have the
effect of altering or impairing any rights or obligations of any Option or restricted stock previously granted without the consent of the optionee or holder thereof, as the case may be,
(ii) modify the number of shares of Staples Common Stock subject to the Option or number of shares of Staples Common Stock or Restricted Stock Deferred Units subject to the restricted stock
(except as provided in Section 6) or (iii) reprice, replace or regrant options issued through cancellation or by lowering the option exercise price of a previously granted award unless
approved by the stockholders of the Company. 


10.    Amendment of the Plan.    


        The
Board of Directors may suspend or discontinue the Plan or amend it in any respect whatsoever; provided, however, that without approval of the stockholders of the Company, no
amendment may (i) materially modify the requirements as to eligibility to receive Options or restricted stock under the Plan, or (ii) materially increase the benefits accruing to
participants in the Plan. 


6







 

11.    Withholding.    



(a)    The
Company shall have the right to deduct from payments of any kind otherwise due to the optionee or recipient of restricted stock any federal, state or local taxes of any kind
required by law to be withheld with respect to any shares issued upon exercise of Options under the Plan or upon the expiration or termination of the Restricted Period relating to the restricted
stock. Subject to the prior approval of the Company, the optionee or recipient of restricted stock may elect to satisfy such obligations, in whole or in part, (i) by causing the Company to
withhold shares of Staples Common Stock otherwise issuable pursuant to the exercise of an Option or upon the expiration or termination of the Restricted Period relating to the restricted stock or
(ii) by delivering to the Company shares of Staples Common Stock already owned by the optionee or restricted stock recipient. The shares so delivered or withheld shall have a fair market value
equal to such withholding obligation. The fair market value of the shares used to satisfy such withholding obligation shall be determined by the Company as of the date that the amount of tax to be
withheld is to be determined. An optionee or restricted stock recipient who has made an election pursuant to this Section 11(a) may only satisfy his or her withholding obligation with shares of
Staples Common Stock which are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements. 


(b)    If
the recipient of restricted stock under the Plan elects, in accordance with Section 83(b) of the Code, to recognize ordinary income in the year of acquisition of any shares
awarded under the Plan, the Company will require at the time of such election an additional payment for withholding tax purposes based on the difference, if any, between the purchase price of such
shares and the fair market value of such shares as of the date immediately preceding the date on which the restricted stock is awarded. 




12.    Notice.    


        Any
written notice to the Company required by any of the provisions of the Plan shall be addressed to the Treasurer of the Company and shall become effective when it is received. 


13.    Governing Law.    


        The
Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Delaware. 


14.    Stockholder Approval.    


        The
Plan is conditional upon stockholder approval of the Plan, and the Plan shall be null and void if the Plan is not so approved by the Company's stockholders. 


7











QuickLinks



Exhibit 10.22


AMENDED AND RESTATED 1990 DIRECTOR STOCK OPTION PLAN