Exhibit 10.5


STAPLES, INC.


AMENDED AND RESTATED


INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN


The purpose of this Plan
is to provide eligible employees of certain non-U.S.  subsidiaries of Staples, Inc.  (the “Company”) with opportunities to
purchase common stock of the Company (“Staples Common Stock”), commencing on
July 1, 2000. One million two hundred seventy five thousand (1,275,000) shares
of Staples Common Stock have been approved for this purpose.  Employees participating in the Plan may elect
to purchase shares of Staples Common Stock, subject to any limitations that may
be imposed by the Board of Directors (the “Board”) or the Committee (as defined
below).


1.             Administration.  The Plan will be administered by the Company’s
Board or by a Committee appointed by the Board (the “Committee”).  The Board or the Committee has authority to
make rules and regulations for the administration of the Plan and its
interpretation and decisions with regard thereto shall be final and conclusive.


2.             Eligibility.
All employees of any non-U.S., non-Canadian, non-Netherlands subsidiary of the
Company as of July 1, 2000, of any Netherlands subsidiary as of January 1,
2001, of any Canadian subsidiary as of July 1, 2004 and any other subsidiary
designated by the Board or the Committee from time to time (each, a “Subsidiary”),
including any Director who is an employee of a Subsidiary, are eligible to
participate in any one or more of the offerings of Options (as defined in
Section 9) to purchase Staples Common Stock under the Plan provided that:


a.                they have been employed by the Subsidiary
for at least 90 days prior to enrolling in the Plan;


b.             they are employees of
the Subsidiary on the first day of the applicable Plan Period (as defined
below); and


c.             they meet any other
requirements imposed from time to time by the Board or the Committee on
employees of one or more Subsidiaries.


No employee may be
granted an option hereunder if such employee, immediately after the option is
granted, owns 5% or more of the total combined voting power or value of the
stock of the Company or any subsidiary. 
For purposes of the preceding sentence, the attribution rules of Section
424(d) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”),
shall apply in determining the stock ownership of an employee, and all stock
which the employee has a contractual right to purchase shall be treated as
stock owned by the employee.













3.             Offerings.  The Company will make one or more offerings (“Offerings”)
to employees to purchase stock under this Plan. 
The first Offering will begin on July 1, 2000 or the first business
day thereafter (the “Offering Commencement Dates”) and end on December 31,
2000.  Thereafter, each January 1 and
July 1 or the first business day thereafter will be an Offering Commencement
Date.  Each Offering Commencement Date
will begin a period of six (6) months ending on the last weekly payroll date in
June or December, as applicable (a “Plan Period”), during which payroll
deductions will be made and held for the purchase of Staples Common Stock at
the end of the Plan Period.  The Board or
the Committee may, at its discretion, choose a different Plan Period of twelve
(12) months or less for subsequent Offerings and may begin additional Plan Periods
to allow participation by employees of newly designated Subsidiaries after a
Plan Period has commenced.  The Committee
or the Board may, at its discretion, discontinue Offerings at any time, either
temporarily or permanently.


4.             Participation.


a.             Enrollment.  An employee eligible on the Offering
Commencement Date of any Offering may participate in such Offering by
enrolling, in such manner and at such time approved, from time to time, by the
Board or the Committee, prior to the applicable Offering Commencement Date in
said Offering.  The enrollment will
authorize a regular payroll deduction from the Compensation received by the
employee during the Plan Period.  Unless
an employee changes his enrollment in a manner prescribed by the Committee from
time to time or withdraws from the Plan, his deductions and purchases will
continue at the same rate for future Offerings under the Plan as long as the
Plan remains in effect.  The term “Compensation”
shall be defined by the Board or the Committee from time to time, but until
modified shall mean regular earnings and sales rewards or other sales-related
payments made to sales associates in lieu of commissions, and excluding
payments for overtime, incentive compensation, shift premiums, bonuses,
contributions to all employee fringe benefit plans (except employee
contributions in lieu of cash earnings pursuant to any “cash or deferred plan”
or “cafeteria plan”), allowances and reimbursements, income or gains on the
exercise of Company stock options, or stock appreciation rights, and other
special payments except to the extent that the inclusion of any such item is
specifically approved by the Board.


b.             Tax
Withholding Authorized.  The
enrollment of each employee shall constitute such participating employee’s
authorization of his or her employer, to the extent permitted by applicable
law, to deduct from such employee’s compensation in the relevant month or
months (or subsequent months, if appropriate) any amount appropriate for the
payment or reimbursement of any tax liability payable by such employee with respect
to the grant or exercise of the options hereunder, or the sale of any stock
acquired through the exercise of such option.


5.             Deductions.  The Company will maintain payroll deduction
accounts for all participating employees. 
With respect to any Offering made under this Plan, an employee may
authorize a payroll deduction in any amount up to a maximum of ten percent
(10%) of the Compensation he or she receives during the Plan Period or such
shorter period during which deductions from payroll are made.  Payroll deductions may 



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be made in any whole
percentage up to ten percent (10%).  Each
participating employee shall designate what percentage of his or her payroll
deductions during the Offering shall be used to purchase Staples Common Stock
upon the completion of such Offering, subject to any limits as may be imposed
for such Offering by the Board or the Committee.  Any change in compensation during the Plan
Period will result in an automatic corresponding change in the amount
withheld.  The payroll deductions shall
be made in the applicable local currency and will be converted into United
Stated currency at the prevailing rate of exchange in effect on the date
determined by the Board or the Committee from time to time.  All amounts deducted may be transferred to an
account of the Company or the Subsidiary outside the country in which such
employee is employed.


The Board or the
Committee may permit direct contributions by eligible employees of a Subsidiary
instead of payroll deductions if it determines such action to be advisable, and
on such terms as it deems advisable.  In
the event that such direct contributions are permitted, the Board or Committee
may modify other terms of this Plan to reflect such direct contributions.


No employee may be
granted an Option (as defined in Section 9) which permits his rights to
purchase Staples Common Stock under this Plan and any other employee stock
purchase plan of the Company and its subsidiaries (as defined by the Board or
the Committee), to accrue at a rate which exceeds $25,000 of the Fair Market
Value (as defined below) of Staples Common Stock (determined at the Offering
Commencement Date of the Plan Period) for each calendar year in which the
Option is outstanding at any time. Options granted during any Plan Period to
all officers and Directors of the Company shall not equal or exceed fifty
percent (50%) of the total Options granted during such Plan Period.


6.             Deduction Changes.  An employee may discontinue his payroll
deduction once during any Plan Period, up to such deadline as may be
established by the Board or the Committee, prior to the close of business on
the last business day, in such manner as may be permitted by the Board or
Committee.  However, an employee may not
increase or decrease his payroll deduction, during a Plan Period.  If an employee elects to discontinue his
payroll deductions during a Plan Period, amounts previously withheld will be
refunded to the employee without interest. 
The refund will be made in the currency in which such Participant’s deductions
were originally made or, if such employee is employed in a country which
maintains a fixed exchange rate between its local currency and the Euro, there
may be repayment in Euros (“Payment in Euros”).


7.             Interest.  Interest will not be paid on any employee
accounts.


8.             Withdrawal of
Funds.  An employee may at any time
up to such deadline as may be established by the Board or the Committee, which
deadline shall be prior to the close of business on the last business day in a
Plan Period, and for any reason, permanently draw out the balance accumulated
in the employee’s account (which will be paid in the local currency or, at the
discretion of the Board or the Committee, there may be Payment in Euros), and
thereby withdraw from participation in an Offering.  Partial withdrawals are not permitted.  The employee may not begin participation
again during the remainder 



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of the Plan Period.  The employee may participate in any
subsequent Offering in accordance with terms and conditions established by the
Board or the Committee.


9.             Purchase of Shares.  On the Offering Commencement Date of each
Plan Period, the Company will grant to each eligible employee who is then a
participant in the Plan an option (“Option”) to purchase on the last business
day of such Plan Period (the “Exercise Date”), at the Option Price hereinafter
provided for, the largest number of shares (including fractional shares
determined in the manner set forth below) of Staples Common Stock (subject to
any limits as may be imposed for such Offering by the Board or the Committee)
as does not exceed the number of shares determined by dividing $12,500 by the
Fair Market Value (as defined below) of Staples Common Stock on the Offering
Commencement Date of such Plan Period; provided that, if the Plan Period is any
period other than six months, then $12,500 shall be adjusted proportionately to
reflect the length of the Plan Period.


The purchase price for
each share purchased will be 85% of the Fair Market Value (as defined below) of
Staples Common Stock on (i) the first business day of such Plan Period or (ii)
the Exercise Date, whichever shall be less. 
For purposes of this Plan, “Fair Market Value” shall mean (a) the
closing price on any national securities exchange on which Staples Common Stock
is listed, (b) the closing price of Staples Common Stock on the NASDAQ National
Market or (c) the average of the closing bid and asked prices in the
over-the-counter-market, whichever is applicable, as published in The Wall
Street Journal.  If no sales of Staples
Common Stock were made on such a day, the price of Staples Common Stock for
purposes of clauses (a) and (b) above shall be the reported price for the next
preceding day on which sales were made.


Each employee who
continues to be a participant in the Plan on the Exercise Date shall be deemed
to have exercised his Option at the Option Price on such date and shall be
deemed to have purchased from the Company the number of shares of Staples
Common Stock (including fractional shares calculated up to 4 decimal places)
reserved for the purpose of the Plan that his accumulated payroll deductions on
such date will pay for, in United States currency as of that date, but not in
excess of the maximum number determined in the manner set forth above, subject
to any limits on allocation as may be imposed by the Board or the Committee for
such Offering.


Any balance remaining in
an employee’s payroll deduction account at the end of a Plan Period will be
automatically refunded to the employee in the local currency or there may be
Payment in Euros.


10.           Issuance of
Certificates.  Certificates
representing shares of Staples Common Stock purchased under the Plan may be
issued only in the name of the employee, in the name of the employee and
another person of legal age as joint tenants with rights of survivorship, or
(in the Company’s sole discretion) in the name of a brokerage firm, bank or
other nominee holder designated by the employee or in the name of the Plan with
appropriate allocation to the participating employee.  The Company may, in its sole discretion and
in compliance with applicable laws, authorize the use of book entry
registration of shares in lieu of issuing stock certificates.



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11.           Rights on Retirement
Death or Termination of Employment. 
In the event of a participating employee’s termination of employment
prior to the last business day of a Plan Period (a “Terminating Employee”), no
payroll deduction shall be taken from any pay due and owing to an employee and
the balance in the employee’s account shall be paid to the employee or, in the
event of the employee’s death, (a) to a beneficiary previously designated in a
revocable notice signed by the employee (with any spousal consent required
under local law) or (b) in the absence of such a designated beneficiary, to the
personal representative of the employee’s estate or (c) if no such personal
representative has been appointed to the knowledge of the Company, to such
other person(s) as the Company may, in its discretion, designate.  If, prior to the last business day of the
Plan Period, the designated Subsidiary by which an employee is employed shall
cease to be a subsidiary of the Company, or if the employee is transferred to a
subsidiary of the Company that is not a Subsidiary, the employee shall be
treated hereunder as a Terminating Employee.


12.           Optionees Not
Stockholders.  Neither the granting
of an Option to an employee nor the deductions from his pay shall constitute
such employee a stockholder of the shares of Staples Common Stock covered by an
Option under this Plan until such shares have been purchased by and issued to
him or to an account for his benefit.


13.           Rights Not
Transferable.  Rights under this Plan
are not transferable by a participating employee other than by will or the laws
of descent and distribution, and are exercisable during the employee’s lifetime
only by the employee.


14.           Application of Funds.  To the extent consistent with applicable law,
all funds received or held by the Company or any Subsidiary under this Plan may
be combined with other corporate funds and may be used for any corporate
purpose and moved outside the country in which they are deducted from payroll.


15.           Adjustment in Case
of Changes Affecting Staples Common Stock. 
In the event of a subdivision or
combination of outstanding shares of Common Stock, or the payment of a dividend
of Staples Common Stock, the number of shares approved for this Plan, and the
share limitation set forth in Section 9, and the purchase price shall be
adjusted proportionately.  In the event
of any other change affecting Staples Common Stock, such adjustment shall be
made as may be deemed equitable by the Board or the Committee to give proper
effect to such event.


16.           Merger.  If the Company shall at any time merge or
consolidate with another corporation and the holders of the capital stock of
the Company immediately prior to such merger or consolidation continue to hold
at least 80% by voting power of the capital stock of the surviving corporation
(“Continuity of Control”), the holder of each Option then outstanding will
thereafter be entitled to receive at the next Exercise Date upon the exercise
of such Option for each share as to which such Option shall be exercised the
securities or property which a holder of such shares of Staples Common Stock
was entitled to upon and at the time of such merger or consolidation, and the
Board or the Committee shall take such steps in connection with such merger or
consolidation as the Board or the Committee shall deem necessary to assure that
the provisions of Section 15 



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shall thereafter be
applicable, as nearly as reasonably may be, in relation to the said securities
or property as to which such holder of such Option might thereafter be entitled
to receive thereunder.


In the event of a merger
or consolidation of the Company with or into another corporation which does not
involve Continuity of Control, or of a sale of all or substantially all of the
assets of the Company while unexercised Options remain outstanding under the
Plan, (a) subject to the provisions of clauses (b) and (c), after the effective
date of such transaction, each holder of an outstanding Option shall be
entitled, upon exercise of such Option, to receive in lieu of shares of Staples
Common Stock, shares of such stock or other securities as the holders of shares
of Staples Common Stock received pursuant to the terms of such transaction; or
(b) all outstanding Options may be cancelled by the Board or the Committee as
of a date prior to the effective date of any such transaction and all payroll
deductions shall be paid out to the participating employees; or (c) all
outstanding Options may be cancelled by the Board or the Committee as of the
effective date of any such transaction, provided that notice of such
cancellation shall be given to each holder of an Option, and each holder of an
Option shall have the right to exercise such Option in full based on payroll
deductions then credited to his account as of a date determined by the Board or
the Committee, which date shall not be less than ten (10) days preceding the
effective date of such transaction.


17.           Amendment of the
Plan.  The Board may at any time, and
from time to time, amend this Plan in any respect.


18.           Insufficient Shares.  In the event that the total number of shares
of Staples Common Stock specified in elections to be purchased under any
Offering plus the number of shares purchased under previous Offerings under
this Plan exceeds the maximum number of shares issuable under this Plan, the
Board or the Committee will allot the shares then available on a pro rata
basis.  In the event that the total
number of shares of Staples Common Stock specified in elections to be purchased
in any Offering exceeds the maximum number of shares available for purchase in
such Offering (as specified by the Board or the Committee), the Board or the
Committee will allot the shares available on a pro rata basis or in such other
manner as it, in its sole discretion, deems appropriate.


19.           Termination of the
Plan.  This Plan may be terminated at
any time by the Board.  Upon termination
of this Plan all amounts in the accounts of participating employees shall be
promptly refunded in local currency or there may be Payment in Euros.


20.           Governmental
Regulations.  The Company’s
obligation to sell and deliver Staples Common Stock under this Plan is subject
to approval of all applicable governmental authorities required in connection
with the authorization, issuance or sale of such stock.


21.           Governing Law.  The Plan shall be governed by Massachusetts
law except to the extent that such law is preempted by U.S. federal law or
other applicable law.



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22.           Issuance of Shares.  Shares may be issued upon exercise of an
Option from authorized but unissued Staples Common Stock, from shares held in
the treasury of the Company, or from any other proper source.


23.           Notification upon
Sale of Shares.  Each employee
agrees, by entering the Plan, to promptly give the Company notice of any
disposition of shares purchased under the Plan within such period as the
Committee or Board may require from time to time.


24.           Effective Date.  The Plan shall take effect on July 1, 2000.


25.           Dividends on Shares
Purchased under the Plan.  Each
employee who enrolls in the Plan agrees, for so long as shares of Staples
Common Stock purchased by the employee at any time under the Plan (the “Purchased
Shares”) are held by the employee in an account with a bank, transfer agent, or
other financial institution designated by the Company to hold the Purchased
Shares (the “Financial Institution”), to (1) participate in the Staples
dividend reinvestment program maintained by the Financial Institution (the “DRIP”)
such that the employee shall receive, in lieu of any cash dividend paid or
payable by the Company with respect to the employee’s Purchased Shares that are
held in an account with the Financial Institution (the “Captive Shares”),
shares of Staples Common Stock (including any fractional shares) pursuant to
the terms of the DRIP, and (2) allow the Company to take all reasonably
necessary and appropriate actions to ensure that the amount of any cash
dividend paid or payable by the Company with respect to the employee’s Captive
Shares is paid in the form of Staples Common Stock instead of cash.


	
   

  	
  Adopted by the Board of Directors on March 7, 2000;
  amended and restated by the Board of Directors on August 27, 2001
  and March 2, 2004; approved by the stockholders on June 17, 2004;
  and amended by the Board of Directors on September 8, 2004 and
  March 6, 2007.

  



 



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