Exhibit
10.2


STAPLES, INC.


AMENDED AND RESTATED 1992
EQUITY INCENTIVE PLAN


1.     Purpose.


The purpose of this plan (the “Plan”) is to secure for
Staples, Inc. (the “Company”) and its shareholders the benefits arising from
capital stock ownership by employees or officers of, and consultants to, the
Company and its parent and subsidiary corporations who are expected to
contribute to the Company’s future growth and success. Except where the context
otherwise requires, the term “Company” shall include the parent and all present
and future subsidiaries of the Company 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”). Those provisions of the Plan which make express reference to
Section 422 shall apply only to Incentive Stock Options (as that term is
defined herein).


2.     Types
of Options and Awards; Administration.


a.  Types of Options and
Awards.   Options granted
pursuant to the Plan shall be authorized by action of the Board of Directors of
the Company (or a Committee designated by the Board of Directors) and may be
either incentive stock options (“Incentive Stock Options”) meeting the
requirements of Section 422 of the Code or non-statutory options which are not
intended to meet the requirements of Section 422 of the Code. Awards of
restricted stock made pursuant to Section 13 of the Plan shall be authorized by
action of the Board of Directors of the Company (or a Committee designated by
the Board of Directors) and shall meet the requirements of Section 13 of the
Plan.


b.  Administration.


i.  The Plan will be administered by the Board of
Directors of the Company, whose construction and interpretation of the terms
and provisions of the Plan shall be final and conclusive. The Board of Directors
may in its sole discretion (x) grant options to purchase shares of common stock
of the Company (“Staples Common Stock”) and issue shares upon exercise of such
options as provided in the Plan and (y) make restricted stock awards pursuant
to Section 13 of the Plan. The Board shall have authority, subject to the
express provisions of the Plan, to construe the respective option agreements,
awards and the Plan, to prescribe, amend and rescind rules and regulations
relating to the Plan, to determine the terms and provisions of the respective
option agreements and restricted stock awards, which need not be identical, and
to make all other determinations in the judgment of the Board of Directors
necessary or desirable for the administration of the Plan. The Board of
Directors may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any option agreement or restricted stock award
in the manner and to the extent it shall deem expedient to carry the Plan into
effect and it shall be the sole and final judge of such expediency. No director
or person acting pursuant to authority delegated by the Board of Directors
shall be liable for any action or determination under the Plan made in good
faith.


ii.  The Board of Directors may, to the full extent
permitted by or consistent with applicable laws or regulations and Section 3(b)
of this Plan, delegate any or all of its powers under the Plan to a committee
(the “Committee”) appointed by the Board of Directors, and if the Committee is
so appointed all references to the Board of Directors in the Plan shall mean
and relate to such Committee. Unless all members of the Board of Directors are “outside
directors” within the meaning of Section 162(m) of the Code, as such term is
interpreted from time to time, the Board shall appoint such a Committee of two
or more directors, all of whom are outside directors, and shall delegate to
such Committee all of its powers under the Plan, except that the Board’s
concurrent approval shall be required for any amendment to the Plan which may
be adopted by 













the Committee; and
provided, that any failure of any director or Committee member to satisfy the
definition of outside director shall not invalidate any action taken by the
Board or Committee with respect to any participant in the Plan, whether or not
such person is a “covered employee” within the meaning of Section 162(m) of the
Code, as such term is interpreted from time to time.


c.  Applicability of Rule
16b-3.   Those provisions of
the Plan which make express reference to Rule 16b-3 promulgated under the
Securities and Exchange Act of 1934 (the “Exchange Act”) or, any successor
rules (“Rule 16b-3”) or which are required in order for certain option
transactions to qualify for exemption under Rule 16b-3 shall apply only to such
persons as are required to file reports under Section 16(a) of the Exchange Act
(a “Reporting Person”).


3.     Eligibility.


Options and restricted stock awards may be granted or
made to persons who are, at the time of grant, employees or officers of the
Company (including any persons who have entered into an agreement with the
Company under which they will be employed by the Company in the future) or
consultants to the Company; provided, that
the class of employees to whom Incentive Stock Options may be granted shall be
limited to employees of the Company. A person who has been granted an option or
award may, if he or she is otherwise eligible, be granted additional options or
awards if the Board of Directors shall so determine; provided
, that the maximum number of shares for which options or restricted stock
awards may be granted to any one employee during any fiscal year shall be
3,037,500 shares, subject to adjustment as provided in Section 15 below.


4.     Stock Subject to Plan.


Subject to adjustment as provided in Section 15 below,
the maximum number of shares of Staples Common Stock which may be issued and
sold under the Plan is 124,300,000 shares(1) of Staples Common Stock. Except as
prohibited by Rule 16b-3, (i) if an option granted under the Plan 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 awards under the Plan and (ii) if restricted stock
awarded under the Plan shall be repurchased by the Company, the repurchased
shares subject to such award shall again be available for subsequent option
grants or awards under the Plan.


5.     Forms of Option Agreements.


As a condition to the grant of an option under the Plan,
each recipient of an option shall execute an option agreement in such form not
inconsistent with the Plan as may be approved by the Board of Directors. Such
option agreements may differ among recipients.


6.     Purchase Price Upon Exercise
of Options.


a.  General.   Subject to Section 3(b), the
purchase price per share of stock deliverable upon the exercise of an option
shall be determined by the Board of Directors but shall in no event be less
than 100% of the fair market value of such stock, as determined by the Board of
Directors, at the time of grant of such option, or, in the case of an Incentive
Stock Option described in Section 11(b), be less than 110% of such fair market
value.


b.  Payment of Purchase
Price.   Options granted under
the Plan may provide for the payment of the exercise price by delivery of cash
or a check to the order of the Company in an amount equal to the exercise price
of such options, or, to the extent provided in the applicable option agreement,
(i) by delivery to the Company of shares of Staples Common Stock already owned
by the optionee having a fair market value equal in amount to the exercise
price of the options being exercised, (ii) by any other 






(1) Adjusted for stock splits through April 5, 2000



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means (including, without
limitation, by delivery of a promissory note of the optionee payable on such
terms as are specified by the Board of Directors) which the Board of Directors
determines are consistent with the purpose of the Plan and with applicable laws
and regulations (including, without limitation, the provisions of Rule 16b-3
and Regulation T promulgated by the Federal Reserve Board) or (iii) by any
combination of such methods of payment. The fair market value of any shares of
Staples Common Stock or other non-cash consideration which may be delivered
upon exercise of an option shall be determined in such manner as may be
prescribed by the Board of Directors.


7.     Option Period.


Each option and all rights thereunder shall expire on
such date as shall be set forth in the applicable option agreement, except
that, in the case of an Incentive Stock Option, such date shall not be later
than ten years after the date on which the option is granted (or five years in
the case of options described in Section 11(b)), and, in the case of
non-statutory options, in no event after the expiration of ten years plus 30
days from the date on which the option is granted, and, in either case, options
shall be subject to earlier termination as provided in the Plan.


8.     Exercise of Options.


Each option granted under the Plan shall be
exercisable either in full or in installments at such time or times and during
such period as shall be set forth in the agreement evidencing such option,
subject to the provisions of the Plan.


9.     Nontransferability of Options.


Except as otherwise provided by the Board of Directors
or by will or the laws of descent and distribution, no option granted under the
Plan shall be assignable or transferable by the person to whom it is granted,
either voluntarily or by operation of law. During the life of the optionee, the
options shall be exercisable only by the optionee. Notwithstanding the
foregoing, non-statutory options may be transferred pursuant to a qualified
domestic relations order (as defined in Rule 16b-3).


10.  Effect of Termination of
Employment or Other Relationship.


Except as provided in Section 11(d) with respect to
Incentive Stock Options, and subject to the provisions of the Plan, the Board
of Directors shall determine the period of time during which an optionee may
exercise an option following (i) the termination of the optionee’s employment
or other relationship with the Company or (ii) the death or disability of the
optionee. Such periods shall be set forth in the agreement evidencing such
option.


11.  Incentive Stock Options.


Options granted under the Plan which are intended to
be Incentive Stock Options shall be subject to the following additional terms
and conditions:


a.  Express Designation.   All Incentive Stock Options
granted under the Plan shall, at the time of grant, be specifically designated
as such in the option agreement covering such Incentive Stock Options.


b.  10% Shareholder.   If any employee to whom an
Incentive Stock Option is to be granted under the Plan is, at the time of the
grant of such option, the owner of stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company (after taking into
account the attribution of stock ownership rules of Section 424(d) of the
Code), then the following special provisions shall be applicable to the
Incentive Stock Option granted to such individual:



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i.  The purchase price per share of  Staples Common Stock subject to such
Incentive Stock Option shall not be less than 110% of the fair market value of
one share of Staples Common Stock at the time of grant; and


ii.  The option exercise period shall not exceed
five years from the date of grant.


c.  Dollar Limitation.   For so long as the Code shall so
provide, options granted to any employee under the Plan (and any other incentive
stock option plans of the Company) which are intended to constitute Incentive
Stock Options shall not constitute Incentive Stock Options to the extent that
such options, in the aggregate, become exercisable for the first time in any
one calendar year for shares of Staples Common Stock with an aggregate fair
market value (determined as of the respective date or dates of grant) of more
than $100,000.


d.  Determination of
Employment, Death or Disability.   No
Incentive Stock Option may be exercised unless, at the time of such exercise,
the optionee is, and has been continuously since the date of grant of his or
her option, employed by the Company, except that:


i.  an Incentive Stock Option may be exercised
within the period of three months after the date the optionee ceases to be an
employee of the Company (or within such lesser period as may be specified in
the applicable option agreement), provided, that
the agreement with respect to such option may designate a longer exercise
period and that the exercise after such three-month period shall be treated as
the exercise of a non-statutory option under the Plan;


ii.  if the optionee dies while in the employ of
the Company, or within three months after the optionee ceases to be such an
employee, the Incentive Stock Option may be exercised by the person to whom it
is transferred by will or the laws of descent and distribution within the
period of one year after the date of death (or within such lesser period as may
be specified in the applicable option agreement); and


iii.  if the optionee becomes disabled (within the
meaning of Section 22(e)(3) of the Code or any successor provision thereto)
while in the employ of the Company, the Incentive Stock Option may be exercised
within the period of one year after the date the optionee ceases to be such an
employee because of such disability (or within such lesser period as may be
specified in the applicable option agreement).


For all purposes of the Plan and any option or
restricted stock award granted hereunder, “employment” shall be defined in
accordance with the provisions of Section 1.421-7(h) of the Income Tax
Regulations (or any successor regulations). Notwithstanding the foregoing
provisions, no stock option may be exercised after its expiration date.


12.  Additional Provisions.


a.  Additional Option
Provisions.   The Board of
Directors may, in its sole discretion, include additional provisions in option
agreements covering options granted under the Plan, including without
limitation restrictions on transfer, repurchase rights, commitments to pay cash
bonuses, to make, arrange for or guaranty loans or to transfer other property
to optionees upon exercise of options, or such other provisions as shall be
determined by the Board of Directors; provided that such
additional provisions shall not be inconsistent with any other term or
condition of the Plan and such additional provisions shall not cause any
Incentive Stock Option granted under the Plan to fail to qualify as an
Incentive Stock Option within the meaning of Section 422 of the Code.


b.  Acceleration, Extension,
Etc.   The Board of Directors
may, in its sole discretion, (i) accelerate the date or dates on which all or
any particular option or options granted under the Plan may be exercised or
(ii) extend the dates during which all, or any particular, option or options
granted under 



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the Plan may be
exercised; provided, however, that no such
extension shall be permitted if it would cause the Plan to fail to comply with
Section 422 of the Code or with Rule 16b-3.


13.  Awards.


A restricted stock award (“award”) shall consist of
the issuance by the Company of shares of Staples Common Stock , and purchase by
the recipient of such shares, subject to the terms, conditions and restrictions
described in the document evidencing the award and in this Section 13 and
elsewhere in the Plan.


a.  Execution of Restricted
Stock Award Agreement.   As a
condition to an award under the Plan, each recipient of an award shall execute
an agreement in such form, which may differ among recipients, as shall be
specified by the Board of Directors at the time of such award.


b.  Price.   The Board of Directors shall
determine the price at which shares of Staples Common Stock shall be sold to
recipients of awards under the Plan. The Board of Directors may, in its
discretion, issue shares pursuant to awards without the payment of any cash
purchase price by the recipients (in which case the “price per share originally
paid” for purposes of Section 13(d)(3) below shall be zero) or issue shares
pursuant to awards at a purchase price below the then fair market value  of Staples Common Stock. If a purchase price
is required to be paid, it shall be paid in cash or by check payable to the
order of the Company at the time that the award is accepted by the recipient,
or by such other means as may be approved by the Board of Directors.


c.  Number of Shares.   The award shall specify the
number of shares of Staples Common Stock issued thereunder.


d.  Restrictions on
Transfer.   In addition to
such other terms, conditions and restrictions upon awards as shall be imposed
by the Board of Directors, all shares issued pursuant to an award shall be
subject to the following restrictions:


i.  All shares of Staples Common Stock subject to
an award (including any shares issued pursuant to paragraph (e) of this
Section) shall be subject to certain restrictions on disposition and
obligations of resale to the Company as provided in subparagraph (ii) below for
the period specified in the document evidencing the award, and, except as
otherwise provided by the Board of Directors, shall not be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of until such
restrictions lapse. The period during which such restrictions are applicable is
referred to as the “Restricted Period.” 
Notwithstanding the foregoing, the Restricted Period on (i) stock awards
that vest based on performance shall not vest earlier than the first
anniversary of  the date of grant and
(ii) stock awards that vest based on the passage of time alone will vest no
earlier than the third anniversary of the date of grant.


ii.  In the event that a recipient’s employment
with the Company is terminated within the Restricted Period, whether such
termination is voluntary or involuntary, with or without cause, or because of
the death or disability of the recipient, the Company shall have the right and
option for a period of three months following such termination to buy for cash
that number of the shares of Staples Common Stock purchased under the award as to
which the restrictions on transfer and the forfeiture provisions contained in
the award have not then lapsed, at a price equal to the price per share
originally paid by the recipient. If such termination occurs within the last
three months of the applicable restrictions, the restrictions and repurchase
rights of the Company shall continue to apply until the expiration of the
Company’s three month option period.


iii.  Notwithstanding subparagraphs (i) and (ii)
above, the Board of Directors may, in its discretion, either at the time that
an award is made or at any time thereafter, waive its right to repurchase
shares of Staples Common Stock upon the occurrence of any of the events
described in this paragraph (d) or remove or modify any part or all of the restrictions
provided that the 



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Board may  only exercise such rights in extraordinary
circumstances which shall include, without limitation, death or disability of
the employee; estate planning needs of the employee; a merger, consolidation,
sale, reorganization, recapitalization, or change in control of the Company or
any other nonrecurring significant event affecting the Company, an employee or
the Plan. In addition, the Board of Directors may, in its discretion, impose
upon the recipient of an award at the time of such award such other
restrictions on any shares of Staples Common Stock issued pursuant to such
award as the Board of Directors may deem advisable.


e.  Additional Shares.   Any shares received by a
recipient of an award as a stock dividend on, or as a result of stock splits,
combinations, exchanges of shares, reorganizations, mergers, consolidations or
otherwise with respect to, shares of Staples Common Stock received pursuant to
such award shall have the same status and shall bear the same restrictions, all
on a proportionate basis, as the shares initially purchased pursuant to such
award.


f.  Transfers in Breach of
Award.   If any transfer of
shares purchased pursuant to an award is made or attempted contrary to the
terms of the Plan and of such award, 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 award or any recipient of an
award who breaches his or her obligation to resell shares as required by the
provisions of the Plan and the applicable award, 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.


g.  Additional Award
Provisions.   The Board of
Directors may, in its sole discretion, include additional provisions in any
award granted under the Plan as shall be determined by the Board of Directors.


14.  Rights as a Shareholder.


The holder of an option or recipient of an award shall
have no rights as a shareholder with respect to any shares covered by the
option or award (including, without limitation, any rights to receive dividends
or non-cash distributions with respect to such shares) until the date of issue
of a stock certificate to him or her for such shares. No adjustment shall be
made for dividends or other rights for which the record date is prior to the
date such stock certificate is issued. 
Notwithstanding the foregoing, in the event the Company effects a split
of Staples Common Stock by means of a stock dividend and the exercise price of
and the number of shares subject to such Option are adjusted as of the date of
the distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Staples
Common Stock acquired upon such Option exercise, notwithstanding the fact that
such shares were not outstanding as of the close of business on the record date
for such stock dividend.



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15.  Adjustment Provisions for Recapitalizations and Related
Transactions.


a.  General.   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 such shares of Staples Common Stock or other securities, a proportionate
adjustment shall be made in (w) the maximum number of shares for which awards
may be granted to any one employee during any fiscal year, as set forth in the
last sentence of Section 3, (x) the maximum number and kind of shares reserved
for issuance under the Plan, (y) the number and kind of shares or other
securities subject to any then outstanding options under the Plan, and (z) the
price for each share subject to any then outstanding options under the Plan or
repurchase rights of the Company, without changing the aggregate purchase price
as to which such options or repurchase rights remain exercisable.
Notwithstanding the foregoing, no adjustment shall be made pursuant to this
Section 15 if such adjustment would cause the Plan to fail to comply with
Section 422 of the Code or with Rule 16b-3.


b.  Board
Authority to Make Adjustments.   Any
adjustments under this Section 15 shall be made by the Board of Directors.  No fractional shares will be issued under the
Plan on account of any such adjustments.


16.  Merger, Consolidation, Asset
Sale, Liquidation, etc.


a.  General.   In the event of a consolidation
or merger 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, may, in its discretion, take any 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), provided that any such options substituted for Incentive
Stock Options shall meet the requirements of Section 424(a) of the Code, (ii)
upon written notice to the optionees, provide that all unexercised options will
terminate immediately prior to the consummation of such transaction unless
exercised by the optionee within a specified period following the date of such
notice, (iii) in the event of a merger under the terms of which holders of
Staples Common Stock 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 at prices not in excess of
the Merger Price) and (B) the aggregate exercise price of all such outstanding
options in exchange for the termination of such options, and (iv) provide that
all or any such outstanding options shall become exercisable in full
immediately prior to such event.


b.  Substitute Options.   The Company may grant options
under the Plan in substitution for options held by employees of another
corporation who become employees of the Company, or a subsidiary of the
Company, as the result of a merger or consolidation of the employing
corporation with the Company or a subsidiary of the Company, or as a result of
the acquisition by the Company, or one of its subsidiaries, of property or
stock of the employing corporation. The Company may direct that substitute
options be granted on such terms and conditions as the Board of Directors
considers appropriate in the circumstances so long as the ratio of the option
exercise price to the fair market value of the stock for the substitute option
is no more favorable to the optionee than the ratio of the option exercise
price to the fair market value of the original option immediately before such
substitution.



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17.  No Special Employment Rights.


Nothing contained in the Plan or in any option or
award shall confer upon any optionee or any recipient of an award any right
with respect to the continuation of his or her employment by the Company or
consulting relationship with the Company or interfere in any way with the right
of the Company at any time to terminate such employment or consulting
relationship or to increase or decrease the compensation of the optionee.


18.  Other Employee Benefits.


Except as to plans which by their terms include such
amounts as compensation, neither the amount of any compensation deemed to be
received by an employee as a result of the exercise of an option or the sale of
shares received upon such exercise nor the value of an award granted to an
employee will constitute compensation with respect to which any other employee
benefits of such employee are determined, including, without limitation,
benefits under any bonus, pension, profit-sharing, life insurance or salary
continuation plan, except as otherwise specifically determined by the Board of
Directors.


19.  Amendment of the Plan.


a.  The Board of Directors may at any time, and
from time to time, modify or amend the Plan in any respect, provided, however,
that without approval of the stockholders of the Company, no amendment may (i)
increase the number of shares covered by the Plan, (ii) materially increase the
benefits provided under the Plan or (iii) add a class of participants to the
Plan.  In addition, if at any time the
approval of the shareholders of the Company is required as to any other  modification or amendment under Section 422
of the Code or any successor provision with respect to Incentive Stock Options,
or under Rule 16b-3, the Board of Directors may not effect such modification or
amendment without such approval.


b.   The termination or any modification or
amendment of the Plan shall not, without the consent of an optionee or
recipient of an award, affect his or her rights under an option or award previously
granted to him or her. With the consent of the optionee or recipient of an
award affected, the Board of Directors may amend outstanding option agreements
or awards in a manner not inconsistent with the Plan. The Board of Directors
shall have the right to amend or modify (i) the terms and provisions of the
Plan and of any outstanding Incentive Stock Options granted under the Plan to
the extent necessary to qualify any or all such options for such favorable
federal income tax treatment (including deferral of taxation upon exercise) as
may be afforded incentive stock options under Section 422 of the Code and (ii)
the terms and provisions of the Plan and of any outstanding option or award to
the extent necessary to ensure the qualification of the Plan under Rule 16b-3
or is required to ensure that any compensation attributable to any option under
the Plan is deductible by the Company for federal income tax purposes under
Section 162(m), or any successor rule.


20.  Withholding.


a.  The Company shall have the right to deduct
from payments of any kind otherwise due to the optionee or recipient of an
award 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
shares subject to the award. Subject to the prior approval of the Company,
which may be withheld by the Company in its sole discretion, the optionee or
recipient of an award 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 shares subject to the award
or (ii) by delivering to the Company shares of Staples Common Stock already
owned by the optionee or award 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 award recipient who has made an election
pursuant to this 



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Section 20(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.  Notwithstanding the foregoing, in the case of
a Reporting Person, no election to use shares for the payment of withholding
taxes shall be effective unless made in compliance with any applicable
requirements of Rule 16b-3 (unless it is intended that the transaction not
qualify for exemption under Rule 16b-3).


c.  If the recipient of an award 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 of the award.


21.  Cancellation and New Grant of
Options, Etc.


Subject to the approval of the stockholders of the
Company, the Board of Directors shall have the authority to effect, with the
consent of the affected optionees, (i) the cancellation of any or all
outstanding options under the Plan and the grant in substitution therefor of
new options under the Plan covering the same or different numbers of shares of
Staples Common Stock  and having an
option exercise price per share which may be lower or higher than the exercise
price per share of the cancelled options or (ii) the amendment of the terms of
any and all outstanding options under the Plan to provide an option exercise
price per share which is higher or lower than the then-current exercise price
per share of such outstanding options.


22.  Effective Date and Duration of
the Plan.


a.  Effective Date.   The Plan shall become effective
when adopted by the Board of Directors, but no Incentive Stock Option granted
under the Plan shall become exercisable unless and until the Plan shall have
been approved by the Company’s shareholders. If such shareholder approval is
not obtained within twelve months after the date of the Board’s adoption of the
Plan, no options previously granted under the Plan shall be deemed to be
Incentive Stock Options and no Incentive Stock Options shall be granted
thereafter. Amendments to the Plan not requiring shareholder approval shall
become effective when adopted by the Board of Directors; amendments requiring
shareholder approval (as provided in Section 19) shall become effective when
adopted by the Board of Directors, but no Incentive Stock Option granted after
the date of such amendment shall become exercisable (to the extent that such
amendment to the Plan was required to enable the Company to grant such
Incentive Stock Option to a particular optionee) unless and until such
amendment shall have been approved by the Company’s shareholders. If such
shareholder approval is not obtained within twelve months of the Board’s
adoption of such amendment, any Incentive Stock Options granted on or after the
date of such amendment shall terminate to the extent that such amendment to the
Plan was required to enable the Company to grant such option to a particular
optionee. Subject to this limitation, options may be granted under the Plan at
any time after the effective date and before the date fixed for termination of
the Plan.


b.  Termination.   Unless sooner terminated in
accordance with Section 16, the Plan shall terminate, with respect to Incentive
Stock Options, upon the earlier of (i) the close of business on the day next
preceding the tenth anniversary of the date of its adoption by the Board of
Directors, or (ii) the date on which all shares available for issuance under
the Plan shall have been issued pursuant to the exercise or cancellation of
options granted under the Plan or the grant of awards. Unless sooner terminated
in accordance with Section 16, the Plan shall terminate with respect to awards
and options which are not Incentive Stock Options on the date specified in (ii)
above. If the date of termination is determined under (i) above, then options
outstanding on such date shall continue to have force and effect in accordance
with the provisions of the instruments evidencing such options.



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23.  Provision for Foreign
Participants.


The Board of Directors may, without amending the Plan,
modify awards or options granted to participants who are foreign nationals or
employed outside the United States to recognize differences in laws, rules,
regulations or customs of such foreign jurisdictions with respect to tax,
securities, currency, employee benefit or other matters.


	
   

  	
  Adopted by the Board of Directors on April 16,
  1992 and approved by the stockholders on June 18, 1992; amended by the Board
  of Directors on March 25, 1993 and approved by the stockholders on June 25,
  1993; as further amended by the Board of Directors on June 25, 1993, which
  amendment did not require stockholder approval; as further amended, restated
  and renamed by the Board of Directors on April 27, 1994, and approved by the
  stockholders on June 30, 1994; as further amended on September 3, 1996, and
  approved by the stockholders on June 18, 1997; as further amended on
  September 14, 1999, and approved by stockholders on  November 9, 1999; as further amended by the
  Board of Directors on March 7, 2000; as further amended by the Board of
  Directors on August 27, 2001 and March 6, 2007.

  



 



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