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Exhibit 10.16  
  


Performance Share Award Agreement  



	Staples, Inc.	 	 
	Employer ID: 04-2896127

500 Staples Drive

Framingham, MA 01702	 	 
	«FirstName» «LastName»	 	EMPLOYEE ID:
	«Address1»	 	LOCATION:
	«Address2»

«City», «State» «Zip»

«Country»	 	 





        Staples, Inc.
("Staples") hereby agrees to award to the recipient named above (the "Recipient") on the date set forth below (the "Vesting Date") the number of shares of Common
Stock of Staples (the "Shares"), in accordance with and subject to the terms, conditions, and restrictions of this Agreement (as defined below). If the conditions described below are satisfied, such
award will be made under the terms of the Staples Amended and Restated 2004 Stock Incentive Plan, as further amended or restated from time to time (the "Plan"), on the Vesting Date. 



	Date of Agreement:	 	 
	Performance Period:	 	FY 20    —FY 20    
	Total Number of Shares @ Target:	 	 
	Vesting Date:	 	see section 2(b) of PSA2007






        By
your acceptance of this Performance Share Award Agreement, you agree that any Shares will be awarded under and governed by the terms and conditions of the Plan and by the terms and
conditions of the Staples Performance Share Award Agreement—Terms and Conditions ("PSA"), which is attached hereto (this Performance Share Award Agreement and the PSA are together referred
to as the "Agreement"). 


        Performance
Criteria: The following Performance Criteria must be satisfied for an award of Shares to be made under this Agreement. As more fully described in PSA, the number of Shares
awarded on the Vesting Date shall be determined based on the extent to which the FY 20    —FY 20    Performance Criteria are achieved. All awards of Shares require
certification of the Staples Board of Directors that the Performance Criteria have been satisfied. 



	Performance Share Payout Schedule

	FY 20    —FY 20    Performance Criteria
 
	 	 
	 	% Target Shares Earned

	Threshold	 	 	 	 
	Target	 	 	 	 
	Maximum	 	 	 	 





        You
understand and agree that this Agreement is being awarded to you in exchange for your execution of a Non-Compete and Non-Solicitation Agreement in a form
approved by Staples. 



	Accepted by:	 	Staples, Inc.
	 	 	 
	                                        
                                          
    	 	Ronald L. Sargent
	«FirstName» «LastName»	 	President and Chief Executive Officer




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PERFORMANCE SHARE AWARD AGREEMENT—Terms and Conditions  
  


	1.
	Award.    If all the conditions set forth in this Agreement are satisfied, on the Vesting Date an
award of Shares will be made under the Plan to the Recipient named in the accompanying Performance Share Award Agreement. No Shares will be delivered to the Recipient or transferred into the
Recipient's name until the Vesting Date (except as provided in Section 8), and the Recipient shall have no rights to any Shares or any rights associated with such Shares (such as dividend or
voting rights) until the Vesting Date. 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"). Capitalized terms used but not defined herein shall have the meaning
ascribed to them in the Performance Share Award Agreement.



	2.
	Conditions for the Award.    Except as provided in Sections 3 and 8, an award of Shares on the
Vesting Date shall be made only if: 



        (a)   The
Recipient is, and has continuously been, an employee of, or a consultant to, Staples beginning with the date of this Agreement and continuing through the Vesting
Date; and 


        (b)   The
Performance Criteria set forth in the accompanying Performance Share Award Agreement are satisfied during the Performance Period. The Staples Board of Directors,
upon recommendation of the Compensation Committee, must determine and certify on the date of its first regularly scheduled meeting in FY 20            (generally in March) whether, and to
what
extent, the Performance Criteria have been achieved. The date on which the Board of Directors certifies that the Performance Criteria have been satisfied shall be the "Vesting Date" for purposes of
this Agreement. In making its determination, the Compensation Committee may adjust the Performance Criteria to take into account accounting changes, certain acquisitions and divestitures and related
charges, other special one-time or extraordinary gains and/or losses and other one-time or extraordinary events as permitted under the Plan; provided that the Compensation
Committee may not adjust the Performance Criteria to take into account foreign currency exchange rate fluctuations, changes in corporate tax rates or recurring store closures consistent with historic
patterns (with widespread, out of the ordinary store closures not being consistent with historic patterns). Awards of Shares will be interpolated
between the percentages set forth in the Performance Share Award Agreement under the heading "% Target Shares Earned" based on actual results. If the minimum Threshold FY
20            —FY 20            Performance Criteria is not achieved during the Performance Period, no Shares will be issued
and this Agreement will be of no force or effect. 


	3.
	Employment Events Affecting Payment of Award.  



         (a)   Except as provided in Section 3(b) and in Section 8, if the Recipient terminates employment with Staples prior to the
Vesting Date,
for any reason or no reason, with or without cause, no Shares will be issued and this Agreement will be of no further force or effect. In addition, no Shares will be issued pursuant to this award
during any period that the Recipient is suspended for an offense which could lead to a termination by Staples for "cause" (as defined below). 



        (b)   If
the Recipient (i) dies, (ii) becomes disabled (within the meaning of Section 22(e)(3) of the Internal Revenue Code), or (iii) terminates
employment after attaining age 55 and at the time of such termination of employment the sum of the years of service (as determined by Staples Board of Directors) completed by the Recipient plus the
Recipient's age is greater than or equal to 65, in each case prior to the Vesting Date, then the Recipient or his estate will nevertheless be awarded on the Vesting Date the number of Shares
determined under Section 2(b) hereof as if the Recipient were still employed on the Vesting Date. 


        (c)   If
(i) the Recipient's relationship with Staples is terminated by Staples for Cause (as defined below) or (ii) if the Recipient retires or resigns and
Staples determines within six months thereafter that the Recipient's conduct prior to his retirement or resignation warranted discharge for Cause, or (iii) Staples determines that the
Recipient's conduct after termination of the employment 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-competition, non-solicitation or other similar agreement between the Recipient and Staples,
then, without limiting any other remedy available to Staples, the Shares (and any shares issued under Section 5 hereof) shall be repurchased by Staples at a repurchase price of zero and
ownership of all right, title and interest in and to the such shares shall be forfeited and revert to Staples as of the date of such determination; or, if the Recipient no longer owns such shares at
such time, Staples shall be entitled to recover from the Recipient the gross profit earned by the Recipient upon the disposition (whether by sale, gift, donation or otherwise) of such shares. 


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	4.
	Delivery of Shares.    Staples shall, within 30 days of the Vesting
Date (or, if applicable, the date the Shares vest under Section 8), effect the issuance of the Shares by delivering the Shares to a broker designated by the Recipient.



	5.
	Dividend Equivalent Rights.    If any Shares are awarded to the Recipient
pursuant to this Agreement, then the Recipient shall also be entitled to receive a number of shares of Staples Common Stock equal to (A) (i) the number of Shares awarded to the Recipient under
Section 2 multiplied by (ii) the cumulative amount of cash dividends paid by Staples that the Recipient would have received had he owned the awarded Shares on each dividend record date
during the Performance Period, divided by (B) the closing price of the Common Stock on the Vesting Date; provided, however, that cash will be paid in lieu of any fractional shares the Recipient
would be entitled to receive under this Section 5.



	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 Recipient with Staples for the period prior to or after the Vesting
Date.



	7.
	Adjustment Provisions.  




        (a)   Changes in Capitalization.    In the event of any change in capitalization of Staples, as described in
Section 9(a) of the Plan,
the Recipient 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)   Liquidation or Dissolution.    In the event of a liquidation or dissolution of Staples, this Agreement shall be
of no further force or effect and no Shares shall be awarded hereunder, provided that if such liquidation or dissolution also constitutes a Change in Control as defined in Section 8(a) hereof,
then the provisions of Section 8 and not the provisions of this Section 7(b) shall govern. 


        (c)   Reorganization Event.    In the event of a Reorganization Event as defined in Section 9(c)(1) of the
Plan, the Recipient shall, with respect to the Shares, be entitled to the rights and benefits, and be subject to the limitations, set forth in Section 9(c) of the Plan; provided that if such
Reorganization Event also constitutes a Change in Control as defined in Section 8(a) hereof, then the provisions of Section 8 and not the provisions of this Section 7(c) shall
govern. 


        (d)   Board Authority to Make Adjustments.    Any adjustments under this Section 7 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. 


	8.
	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 



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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 8(a)(i), Staples;
(y) in the case of a Change in Control pursuant to clause (C) of Section 8(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 8(a)(i), the entity acquiring the majority of the assets being sold or disposed of by Staples. 


        (iii)  "Cause,"
as determined by Staples or the Surviving Corporation (which determination shall be conclusive), shall mean: 



        (A)  Willful
failure by the Recipient 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 Recipient a written demand for substantial performance, which specifically identifies the areas in which the Recipient's performance is
substandard, and the Recipient has not cured such failure within 30 days after delivery of the demand. No act or failure to act on the Recipient's part will be deemed "willful" unless the
Recipient acted or failed to act without a good faith or reasonable belief that his or her conduct was in Staples' best interest; or 


        (B)  Breach
by the Recipient of any provision of any employment, consulting, advisory, proprietary information, non-disclosure, non-competition,
non-solicitation or other similar agreement between the Recipient and Staples, including, without limitation, the Proprietary and Confidential Information Agreement and/or the
Non-Compete and Non-Solicitation Agreement; or 


        (C)  Violation
by the Recipient of the Code of Ethics or an attempt by the Recipient to secure any improper personal profit in connection with the business of Staples; or 


        (D)  Failure
by the Recipient 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 


        (E)  The
Recipient'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 



        (F)  The
Recipient's engagement in misconduct, which is demonstrably and materially injurious to Staples. 





        (b)   Effect of Change in Control.    Notwithstanding the provisions of Section 2, if a Change in Control of
Staples occurs prior to the Vesting Date and while the Recipient is employed by Staples, then the greater of (X) a number of Shares determined as if the Target FY
20            —FY 20            Performance Criteria were achieved or (Y) the number of Shares determined to be issuable
under Section 2(b) of this Agreement will be
awarded (and the corresponding shares under Section 5 hereof will be issued) if: 



          (i)  Upon
the Change in Control, the Recipient: 



        (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 Recipient's principal place of employment of more than an additional 50
miles from the Recipient's primary residence at the time of the Change in Control, or 


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




         (ii)  Within
one year following the date of the Change in Control, the Recipient either: 



        (A)  Is
discharged without Cause; 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; or 




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        (iii)  The
Recipient continues to be employed by Staples or the Surviving Corporation on the Vesting Date. 



	9.
	Withholding Taxes.    Staples' obligation to deliver the Shares shall be subject to the Recipient'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 Recipient, including salary and bonus payments, and may withhold or sell a sufficient number of Shares on behalf of the Recipient to satisfy such tax obligations. Subject to Staples' prior
approval, which may be withheld in its sole discretion, the Recipient may elect to satisfy such tax withholding obligations (i) by causing Staples to withhold Shares or (ii) by
delivering to Staples shares of Common Stock already owned by the Recipient.



	10.
	Transferability.    This Agreement may not be sold, assigned, transferred, pledged, hypothecated or
otherwise disposed of (whether by operation of law or otherwise) (collectively, a "transfer") by the Recipient, except that this Agreement may be transferred by the laws of descent and distribution.
The Recipient may only transfer Shares that may be issued pursuant to this Agreement following the Vesting Date.



	11.
	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
Recipient unless the Board of Directors determines that the amendment or modification, taking into account any related action, would not materially and adversely affect the Recipient. 


        (b)   All
notices under this Agreement shall be mailed or delivered by hand to Staples at its main office, Attn: Secretary, and to the Recipient 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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QuickLinks



Exhibit 10.16


PERFORMANCE SHARE AWARD AGREEMENT—Terms and Conditions