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                                                                    EXHIBIT 10.1

                                  STAPLES, INC.

              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 performance accelerated restricted stock
("PARS") under the Plan and the amount and nature of the Options and PARS 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 PARS
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 PARS under the Plan.

4.  TERMS, CONDITIONS AND FORM OF OPTIONS AND PARS.

    All Options and PARS 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 PARS 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 PARS 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 PARS under the Plan; and if the shares subject
    to a PARS shall be repurchased by the Company, the repurchased shares shall
    again be available for subsequent Option grants or PARS under the Plan.

       (b)    Grants of Options and PARS.

            (i) 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.

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            (ii) ANNUAL OPTION GRANTS.

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 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).

            (iii) ANNUAL AWARDS OF PARS. The Directors shall set the performance
        targets for PARS awarded to executive officers and directors of the
        Company at the earliest reasonable date, but no later than the last day
        of fiscal year in which the affected PARS are to be awarded. On the date
        that the PARS for any year are awarded to executive officers, (x) the
        Company shall grant to each outside director 400 PARS 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 PARS) 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 PARS 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 PARS).

       (c)    Terms of Options.

            (i) 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).

            (ii) 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").

            (iii) 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.

            (iv) 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. In the case of a constructive
        tender of shares of Staples Common Stock, the optionee and the Company
        may enter into an agreement to defer until an agreed-upon date the
        issuance, transfer and delivery of shares of Staples Common Stock with a
        value equal to the difference between the fair market value of the
        Staples Common Stock on the date of exercise and the exercise price of
        the Option being exercised. The Board of Directors may impose such
        restrictions on the tender of shares as it deems appropriate.

            (v) 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

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        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.

            (vi) 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.

            (vii) 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 PARS.

            (i) NATURE OF PARS. All PARS 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
        ("PARS 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 PARS and in this Plan.

            (ii) EXECUTION OF PARS AGREEMENT. In the case of the actual issuance
        of Staples Common Stock, the Company shall, upon the date of the PARS
        grant, issue the shares of Staples Common Stock subject to the PARS 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.

            (iii) PRICE. Except as otherwise determined by the Board of
        Directors, all PARS 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).

            (iv) VESTING. Except as otherwise provided in the Plan, the
        restrictions on transfer and the forfeiture provisions of each PARS
        shall lapse on the same basis as PARS that have been awarded to the
        Company's executive officers for the fiscal year in which the Award Date
        relating to such PARS occurs. If no PARS have been awarded to any
        executive officer of the Company during the six months preceding an
        Award Date, then the restrictions on transfer and the forfeiture
        provisions of all PARS granted pursuant to this Plan on such Award Date
        shall lapse on such terms as shall be determined by the Board of
        Directors. Notwithstanding the foregoing, the restrictions on transfer
        and the forfeiture provisions of all PARS 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.

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            (v) RESTRICTIONS ON TRANSFER. In addition to such other terms,
        conditions and restrictions on PARS contained in the Plan or the
        applicable PARS Agreement, all PARS shall be subject to the following
        restrictions:

               (1)  No PARS 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."

               (2)  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 PARS as to which the restrictions on
        transfer and the forfeiture provisions contained in the PARS 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.

               (3)  Notwithstanding subparagraphs (1) and (2) above, the Board
        of Directors may, in its discretion, either at the time that PARS are
        awarded or at any time thereafter, waive the Company's right to
        repurchase shares of Staples Common Stock or PARS 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
        PARS at the time that such PARS are granted such other restrictions on
        any PARS as the Board of Directors may deem advisable.

            (vi) ADDITIONAL SHARES. Any shares received by a recipient of PARS
        as a stock dividend or any PARS 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 PARS shall have the same status and shall bear the same
        restrictions, all on a proportionate basis, as the shares or PARS
        Deferred Units initially subject to such.

            (vii) TRANSFERS IN BREACH OF PARS. If any transfer of PARS is made
        or attempted contrary to the terms of the Plan and of such PARS, 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 PARS or any
        recipient of PARS who breaches his or her obligation to resell shares as
        required by the provisions of the Plan and the applicable PARS, 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.

            (viii) ADDITIONAL PARS PROVISIONS. The Board of Directors may, in
        its sole discretion, include additional provisions in any PARS granted
        under the Plan.

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5.  LIMITATION OF RIGHTS.

       (a)    NO RIGHT TO CONTINUE AS A DIRECTOR. Neither the Plan, nor the
    granting of an Option or PARS 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 PARS as a director for any period of time.

       (b)    RIGHTS AS A STOCKHOLDER.

            (i) 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 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.

            (ii) PARS. Subject to the limitations set forth in Section 4(d) and
        except as otherwise provided herein, a recipient of PARS, other than
        PARS Deferred Units, shall have all rights as a shareholder with respect
        to the shares subject to such PARS 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 PARS 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 PARS Deferred Units may
        include the crediting of additional PARS 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 PARS 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, except as otherwise determined by the
    Board of Directors, an appropriate and 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 PARS
    Deferred Units subject to PARS 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 PARS Deferred Units subject to any then
    outstanding PARS 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 PARS 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

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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 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 PARS.

    The Board of Directors shall have the power to modify or amend outstanding
Options and PARS; provided, however, that no modification or amendment may (i)
have the effect of altering or impairing any rights or obligations of any Option
or PARS 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 PARS
Deferred Units subject to the PARS (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.

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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 PARS under the Plan, or
(ii) materially increase the benefits accruing to participants in the Plan.

11. WITHHOLDING.

       (a)    The Company shall have the right to deduct from payments of any
    kind otherwise due to the optionee or recipient of PARS 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 PARS.
    Subject to the prior approval of the Company, the optionee or recipient of
    PARS 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 PARS or (ii) by
    delivering to the Company shares of Staples Common Stock already owned by
    the optionee or PARS 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 PARS 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 PARS 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 PARS are 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.

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