Exhibit 10.4


STAPLES, INC.


AMENDED
AND RESTATED 1998 EMPLOYEE STOCK PURCHASE PLAN


The purpose of
this Plan is to provide eligible employees of Staples, Inc. (the “Company”) and
certain of its subsidiaries with opportunities to purchase shares of common stock
of the Company (“Staples Common Stock”), commencing on November 1, 1998. Fifteen
million seven hundred fifty thousand (15,750,000) shares of Staples Common
Stock in the aggregate 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 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.   Participation in the Plan will
neither be permitted nor denied contrary to the requirements of Section 423 of
the Internal Revenue Code of 1986, as amended (the “Code”), and regulations
promulgated thereunder. All employees of the Company, including Directors who
are employees, and all employees of any subsidiary of the Company (as defined
in Section 424(f) of the Code) designated by the Board or the Committee from
time to time (a “Designated 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
are customarily employed by the Company or a Designated Subsidiary for more
than 20 hours a week and for more than five months in a calendar year; and


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


c.           they
are employees of the Company or a Designated Subsidiary on the first day of the
applicable Plan Period (as defined below).


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 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 November 1, 1998, 











or the first business day
thereafter (the “Offering Commencement Dates”) and end on June 30, 1999.
Thereafter, each July 1 and January 1 or the first business day thereafter will
be an Offering Commencement Date. Each Offering Commencement Date will begin a
period (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
first Plan Period will be eight (8) months and thereafter each Plan Period will
be six (6) months ending on the last weekly payroll date in June or December,
as applicable. The Board or the Committee may, at its discretion, choose a
different Plan Period of twelve (12) months or less for subsequent Offerings.


4. Participation.   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 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 benefits 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.


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 dollar 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 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
dollar amount withheld.


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 (as defined in Section 423(b) of the Code) of the Company and its
subsidiaries, 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.











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, which
deadline shall be prior to the close of business on the last business day in a
Plan Period, in such manner 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.


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 and thereby withdraw from
participation in an Offering. Partial withdrawals are not permitted. The
employee may not begin participation again during the remainder 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
(but not in excess of the maximum number determined in the manner set forth
above subject to any limits on such 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.


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.


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, 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 state law) or (b) in the absence of such a
designated beneficiary, to the executor or administrator of the employee’s
estate or (c) if no such executor or administrator 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 Designated Subsidiary, the employee shall be deemed
to have terminated employment for the purposes of this Plan.


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.   All
funds received or held by the Company under this Plan may be combined with
other corporate funds and may be used for any corporate purpose.











15. Adjustment in Case of Changes Affecting Staples Common Stock.   In the event of a subdivision or combination
of outstanding shares of outstanding shares of Staples Common Stock, or the
payment of a dividend of Staples Common Stock, the number of shares approved
for this Plan, 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 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,
except that (a) if the approval of any such amendment by the shareholders of
the Company is required by Section 423 of the Code, such amendment shall not be
effected without such approval, and (b) in no event may any amendment be made
which would cause the Plan to fail to comply with Section 423 of the Code.











18. Insufficient Shares.   In
the event that the total number of shares of Staples Common Stock specified in
elections to be purchased in 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.


20. Governmental Regulations.   The
Company’s obligation to sell and deliver Staples Common Stock under this Plan
is subject to the approval of all 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 federal law.


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 where
such disposition occurs within two years after the date of grant of the Option
pursuant to which such shares were purchased.


24. Effective Date and Approval of Shareholders.   The Plan shall take effect on
November 1, 1998 subject to approval by the shareholders of the Company as
required by Section 423 of the Code, which approval must occur within twelve
months of the adoption of the Plan by the Board.


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 6, 1998 and approved by the
  stockholders on June 4, 1998; and amended by the Board of Directors
  on September 14, 1999 and approved by stockholders on
  November 9, 1999; amended by the Board of Directors on January 18, 2001;
  amended by the Board of Directors on August 27, 2001; amended and
  restated by the Board of Directors on March 2, 2004 and approved by
  the stockholders on June 17, 2004; and amended by the Board of
  Directors on September 8, 2004 and March 6, 2007.