Exhibit 10.34


 


STAPLES, INC.


 


INDEMNIFICATION AGREEMENT


 


This Agreement is made as of the            day
of                           ,
2008, by and between Staples, Inc., a Delaware corporation (the “Corporation),
and                                     
(the “Indemnitee”), a director or officer of the Corporation.


 


WHEREAS, it is essential to the Corporation to retain and attract as
directors and officers the most capable persons available, and


 


WHEREAS, the increase in corporate litigation subjects directors and
officers to expensive litigation risks, and


 


WHEREAS, it is now and has always been the policy of the Corporation to
indemnify its directors and officers, and


 


WHEREAS, the Corporation desires the Indemnitee to serve, or continue
to serve, as a director or officer of the Corporation.


 


NOW THEREFORE, the Corporation and the Indemnitee do hereby agree as
follows:


 


1.             Definitions.  As used in this Agreement:


 


(a)           The
term “Change in Control” shall mean the occurrence of any one of the following:


 


(i)            individuals
who, on the date of this Agreement, constitute the Board (the “Incumbent
Directors”) cease for any reason to constitute at least a majority of the
Board, provided that any person becoming a director subsequent to the date of
this Agreement whose election or nomination for election was approved by a vote
of at least a majority of the Directors then on the Board (either by a specific
vote or by approval of the proxy statement of the Corporation in which such
person is named as a nominee for director, without written objection to such
nomination) shall be an Incumbent Director; provided, however, that no
individual initially elected or nominated as a director of the Corporation as a
result of an actual or threatened election contest with respect to directors or
as a result of any other actual or threatened solicitation of proxies by or on
behalf of any person other than the Board shall be deemed to be an Incumbent
Director;


 


(ii)           any “person”
(as such term is defined in the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of
the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the
Corporation representing 50% or more of the combined voting power of the
Corporation’s then outstanding securities eligible to vote for the election of
the Board (the “Corporation Voting Securities”); provided, however, that the
event described in this paragraph (ii) shall not be deemed to be a Change
in Control by virtue of


 

















 


any of the
following acquisitions:  (A) by the
Corporation or any subsidiary, (B) by any employee benefit plan (or
related trust) sponsored or maintained by the Corporation or any subsidiary, (C) by
any underwriter temporarily holding securities pursuant to an offering of such
securities, (D) pursuant to a Non-Qualifying Transaction, as defined in
paragraph (iii), or (E) by any person of Voting Securities from the
Corporation, if a majority of the Incumbent Board approves in advance the
acquisition of beneficial ownership of 50% or more of Corporation Voting
Securities by such person;


 


(iii)          the
consummation of a merger, consolidation, statutory share exchange,
reorganization or similar form of corporate transaction involving the
Corporation or any of its subsidiaries that requires the approval of the
Corporation’s stockholders, whether for such transaction or the issuance of
securities in the transaction (a “Business Combination”), unless immediately following
such Business Combination:  (A) more
than 50% of the total voting power of (x) the corporation resulting from
such Business Combination (the “Surviving Corporation”), or (y) if
applicable, the ultimate parent corporation that directly or indirectly has
beneficial ownership of 100% of the voting securities eligible to elect
directors of the Surviving Corporation (the “Parent Corporation”), is
represented by Corporation Voting Securities that were outstanding immediately
prior to such Business Combination (or, if applicable, is represented by shares
into which such Corporation Voting Securities were converted pursuant to such
Business Combination), and such voting power among the holders thereof is in
substantially the same proportion as the voting power of such Corporation
Voting Securities among the holders thereof immediately prior to the Business
Combination, (B) no person (other than any employee benefit plan (or
related trust) sponsored or maintained by the Surviving Corporation or the
Parent Corporation), is or becomes the beneficial owner, directly or
indirectly, of 35% or more of the total voting power of the outstanding voting
securities eligible to elect directors of the Parent Corporation (or, if there
is no Parent Corporation, the Surviving Corporation) and (C) at least half
of the members of the board of directors of the Parent Corporation (or, if
there is no Parent Corporation, the Surviving Corporation) following the
consummation of the Business Combination were Incumbent Directors at the time
of the Board’s approval of the execution of the initial agreement providing for
such Business Combination (any Business Combination which satisfies all of the
criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying
Transaction”);


 


(iv)          the
stockholders of the Corporation approve a plan of complete liquidation or
dissolution of the Corporation;


 


(v)           the
consummation of a sale of all or substantially all of the Corporation’s assets;
or


 


(vi)          the
occurrence of any other event that the Board determines by a duly approved
resolution constitutes a Change in Control.


 


(b)           The
term “Corporate Status” shall mean the status of a person who is or was, or has
agreed to become, a director or officer of the Corporation, or is or was serving,
or has agreed to serve, at the request of the Corporation, as a director,
officer, fiduciary, partner, trustee, member, employee or agent of, or in a
similar capacity with, another corporation, partnership, joint venture, trust,
limited liability company or other enterprise.


 


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(c)           The
term “Expenses” shall include, without limitation, reasonable attorneys’ fees,
retainers, court costs, transcript costs, fees and expenses of experts, travel
expenses, duplicating costs, printing and binding costs, telephone charges,
postage, delivery service fees and other disbursements or expenses of the types
customarily incurred in connection with investigations, judicial or
administrative proceedings or appeals and which are consistent with those paid
by the Corporation in accordance with its General and Billing Guidelines for
Outside Counsel (which upon request will be provided to the Indemnitee), but
shall not include the amount of judgments, fines or penalties against
Indemnitee or amounts paid in settlement in connection with such matters.


 


(d)           The
term “Independent Counsel” shall mean a law firm, or a member of a law firm,
that is experienced in matters of corporation law and neither currently is, nor
in the past five years has been, retained to represent:  (i) the Corporation or the Indemnitee in
any matter material to either such party or (ii) any other party to the
Proceeding giving rise to a claim for indemnification hereunder.  Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in
representing either the Corporation or the Indemnitee in an action to determine
the Indemnitee’s rights under this Agreement. 
The Corporation agrees to pay the Expenses of the Independent Counsel
referred to above and to fully indemnify such counsel against any and all
Expenses, claims, liabilities and damages arising out of or relating to this
Agreement or its engagement pursuant hereto.


 


(e)           References
to “other enterprise” shall include employee benefit plans; references to “fines”
shall include any excise tax assessed with respect to any employee benefit
plan; references to “serving at the request of the Corporation” shall include
any service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director, officer, employee,
or agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interests of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner “not opposed to the best interests of the Corporation” as referred to in
this Agreement.


 


(f)            The
term “Proceeding” shall include any threatened, pending or completed action,
suit, arbitration, alternative dispute resolution proceeding, administrative
hearing or other proceeding, whether brought by or in the right of the
Corporation or otherwise and whether of a civil, criminal, administrative or
investigative nature, and any appeal therefrom.


 


2.             Indemnity of
Indemnitee.  The Corporation shall
indemnify the Indemnitee in connection with any Proceeding as to which the
Indemnitee is, was or is threatened to be made a party (or is otherwise
involved) by reason of the Indemnitee’s Corporate Status, to the fullest extent
permitted by law (as such may be amended from time to time).  In furtherance of the foregoing and without
limiting the generality thereof:


 


(a)           Indemnification
in Third-Party Proceedings.  The
Corporation shall indemnify the Indemnitee in accordance with the provisions of
this Section 2(a) if the Indemnitee was or is a party to or
threatened to be made a party to or otherwise involved in any Proceeding (other
than a Proceeding by or in the right of the Corporation to procure a judgment
in its favor


 


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or
a Proceeding referred to in Section 5 below) by reason of the Indemnitee’s
Corporate Status or by reason of any action alleged to have been taken or
omitted in connection therewith, against all Expenses, judgments, fines,
penalties and amounts paid in settlement actually and reasonably incurred by or
on behalf of the Indemnitee in connection with such Proceeding, if the
Indemnitee acted in good faith and in a manner which the Indemnitee reasonably
believed to be in, or not opposed to, the best interests of the Corporation
and, with respect to any criminal Proceeding, had no reasonable cause to
believe that his or her conduct was unlawful.


 


(b)           Indemnification
in Proceedings by or in the Right of the Corporation.  The Corporation shall indemnify the Indemnitee
in accordance with the provisions of this Section 2(b) if the
Indemnitee was or is a party to or threatened to be made a party to or
otherwise involved in any Proceeding by or in the right of the Corporation to
procure a judgment in its favor by reason of the Indemnitee’s Corporate Status
or by reason of any action alleged to have been taken or omitted in connection
therewith, against all Expenses and, to the extent permitted by law, amounts
paid in settlement actually and reasonably incurred by or on behalf of the
Indemnitee in connection with such Proceeding, if the Indemnitee acted in good
faith and in a manner which the Indemnitee reasonably believed to be in, or not
opposed to, the best interests of the Corporation, except that, if applicable
law so requires, no indemnification shall be made under this Section 2(b) in
respect of any claim, issue or matter as to which the Indemnitee shall have
been adjudged to be liable to the Corporation, unless, and only to the extent,
that the Court of Chancery of Delaware or the court in which such action or
suit was brought shall determine upon application that, despite the
adjudication of such liability but in view of all the circumstances of the
case, the Indemnitee is fairly and reasonably entitled to indemnity for such
Expenses as the Court of Chancery or such other court shall deem proper.


 


3.             Indemnification of
Expenses of Successful Party. 
Notwithstanding any other provision of this Agreement, to the extent
that the Indemnitee has been successful, on the merits or otherwise, in defense
of any Proceeding or in defense of any claim, issue or matter therein (other
than a Proceeding referred to in Section 5), the Indemnitee shall be
indemnified against all Expenses actually and reasonably incurred by or on behalf
of the Indemnitee in connection therewith. 
In the event any attorneys’ fees, costs or expenses are awarded to the
Indemnitee in the successful defense of any Proceeding or in defense of any
claim, issue or matter, the Indemnitee will promptly reimburse the Corporation for
such fees, costs or expenses as awarded.


 


4.             Indemnification
for Expenses of a Witness.  To the
extent that the Indemnitee is, by reason of the Indemnitee’s Corporate Status,
a witness in any Proceeding to which the Indemnitee is not a party, the
Indemnitee shall be indemnified against all Expenses actually and reasonably
incurred by or on behalf of the Indemnitee in connection therewith.


 


5.             Exceptions to
Right of Indemnification. 
Notwithstanding anything to the contrary to this Agreement, except as
set forth in Section 9,


 


(a)           the
Corporation shall not indemnify the Indemnitee under this Agreement in
connection with a Proceeding (or part thereof) initiated by the Indemnitee
unless (i) the initiation thereof was approved by the Board of Directors
of the Corporation or (ii) the Proceeding was commenced following a Change
in Control; and


 


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(b)           the
Corporation shall not indemnify the Indemnitee to the extent the Indemnitee is
reimbursed from the proceeds of insurance, and in the event the Corporation
makes any indemnification payments to the Indemnitee and the Indemnitee is
subsequently reimbursed from the proceeds of insurance, the Indemnitee shall
promptly refund such indemnification payments to the Corporation to the extent
of such insurance reimbursement.


 


6.             Notification and
Defense of Claim.


 


(a)           The
Indemnitee shall notify the Corporation in writing as soon as practicable of
any Proceeding for which indemnity will or could be sought and provide the
Corporation with a copy of any summons, citation, subpoena, complaint,
indictment, information or other document relating to such Proceeding with
which Indemnitee is served.  The failure
to so notify the Corporation will not relieve the Corporation from any
liability that it may have to Indemnitee (i) except to the extent the
failure adversely affects the Corporation’s rights, legal position, ability to
defend or ability to obtain insurance coverage with respect to such proceeding
or (ii) otherwise than under the Corporation’s Certificate of
Incorporation.  With respect to any
Proceeding of which the Corporation is so notified, the Corporation will be
entitled to participate therein at its own expense and/or to assume the defense
thereof at its own expense, with legal counsel reasonably acceptable to the
Indemnitee (which may be regular outside counsel to the Corporation).  After notice from the Corporation to the
Indemnitee of its election so to assume such defense, the Corporation shall not
be liable to the Indemnitee for any legal or other expenses subsequently
incurred by the Indemnitee in connection with such Proceeding, other than as
provided below in this Section 6. 
The Indemnitee shall have the right to employ his or her own counsel in
connection with such Proceeding, but the Expenses of such counsel incurred
after notice from the Corporation of its assumption of the defense thereof
shall be at the expense of the Indemnitee unless (i) the employment of
counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel
to the Indemnitee shall have reasonably determined that there may be a conflict
of interest or position on any significant issue between the Corporation and
the Indemnitee in the conduct of the defense of such Proceeding or (iii) the
Corporation shall not in fact have employed counsel to assume the defense of
such Proceeding, in each of which cases the Expenses of counsel for the
Indemnitee shall be at the expense of the Corporation, except as otherwise
expressly provided by this Agreement, and provided that Indemnitee’s counsel
shall cooperate reasonably with the Corporation’s counsel to minimize the cost
of defending claims against the Corporation and the Indemnitee.  The Corporation shall not be entitled,
without the consent of the Indemnitee, to assume the defense of any claim
brought by or in the right of the Corporation or as to which counsel for the
Indemnitee shall have reasonably made the determination provided for in clause (ii) above.


 


(b)           The
Corporation shall not be required to indemnify the Indemnitee under this
Agreement for any amounts paid in settlement of any Proceeding effected without
its written consent.  The Corporation
shall not settle any Proceeding in any manner that would impose any penalty or
limitation on the Indemnitee without the Indemnitee’s written consent.  Neither the Corporation nor the Indemnitee
will unreasonably withhold or delay their consent to any proposed settlement.


 


7.             Advancement of
Expenses.  Subject to the provisions
of Section 8, in the event that (a) the Corporation does not assume
the defense pursuant to Section 6 of any Proceeding of


 


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which
the Corporation receives notice under this Agreement or (b) the
Corporation assumes such defense but Indemnitee is, pursuant to Section 6,
entitled to have the Expenses of Indemnitee’s own counsel paid for by the
Corporation, any Expenses actually and reasonably incurred by or on behalf of
the Indemnitee in connection with a Proceeding for which indemnity will or
could be sought under this Agreement shall be paid by the Corporation in
advance of the final disposition of such Proceeding; provided, however, that the payment of such Expenses incurred
by or on behalf of the Indemnitee in advance of the final disposition of such
Proceeding shall be made only upon receipt of an undertaking by or on behalf of
the Indemnitee to repay all amounts so advanced in the event that it shall
ultimately be determined, after the conclusion of such Proceeding, that the
Indemnitee is not entitled to be indemnified by the Corporation as authorized
in this Agreement.  Such undertaking
shall be accepted without reference to the financial ability of the Indemnitee
to make repayment.  Any advances and
undertakings to repay pursuant to this Section 7 shall be unsecured and
interest-free.


 


8.             Procedures.


 


(a)           In
order to obtain indemnification or advancement of Expenses pursuant to this
Agreement, the Indemnitee shall submit to the Corporation a written request, including
in such request such documentation and information as is reasonably available
to the Indemnitee and is reasonably necessary to determine whether and to what
extent the Indemnitee is entitled to indemnification or advancement of
Expenses.  Any such indemnification or
advancement of Expenses shall be made promptly, and in any event within (i) in
the case of advancement of Expenses under Section 7, 30 calendar days
after receipt by the Corporation of the written request of the Indemnitee, or (ii) in
the case of all other indemnification, 60 calendar days after receipt by the
Corporation of the written request of the Indemnitee, subject to the provisions
of Sections 8(b) and 8(c) below.


 


(b)           With
respect to requests for indemnification under Section 2, indemnification
shall be made unless the Corporation determines that Indemnitee has not met the
applicable standard of conduct set forth in Section 2.  Any determination as to whether Indemnitee
has met the applicable standard of conduct set forth in Section 2, and any
determination that advanced Expenses must be subsequently repaid to the
Corporation, shall be made, in the discretion of the Board of Directors of the
Corporation, (1) by a majority vote of the directors of the Corporation
consisting of persons who are not at that time parties to the Proceeding (“disinterested
directors”), whether or not a quorum, (2) by a committee of disinterested
directors designated by a majority vote of disinterested directors, whether or
not a quorum, (3) if there are no disinterested directors, or if the
disinterested directors so direct, by Independent Counsel in a written opinion
to the Board, or (4) by the stockholders of the Corporation.  Any such determination with respect to
requests under Section 2 shall be made within the 60-day period referred
to in clause (ii) of Section 8(a) (unless extended by mutual
agreement by the Corporation and Indemnitee). 
For the purpose of the foregoing determination with respect to requests
under Section 2 or repayment of advanced Expenses, the Indemnitee shall be
entitled to a presumption that he or she has met the applicable standard of
conduct set forth in Section 2 and is entitled to indemnification.


 


(c)           Notwithstanding
anything to the contrary set forth in this Agreement, if a request for
indemnification is made after a Change in Control, at the election of the
Indemnitee


 


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made
in writing to the Corporation, any determination required to be made pursuant
to Section 8(b) above as to whether the Indemnitee has met the
applicable standard of conduct or is required to repay advanced Expenses shall
be made by Independent Counsel selected as provided in this Section 8(c).  The Independent Counsel shall be selected by
the Indemnitee, unless the Indemnitee shall request that such selection be made
by the Board of Directors of the Corporation. 
The party making the determination shall give written notice to the
other party advising it of the identity of the Independent Counsel so
selected.  The party receiving such
notice may, within seven days after such written notice of selection shall have
been given, deliver to the other party a written objection to such
selection.  Such objection may be
asserted only on the ground that the Independent Counsel so selected does not
meet the requirements of “Independent Counsel” as defined in Section 1,
and the objection shall set forth with particularity the factual basis of such
assertion.  Absent a proper and timely
objection, the person so selected shall act as Independent Counsel.  If a written objection is made, the
Independent Counsel so selected may not serve as Independent Counsel unless and
until a court has determined that such objection is without merit.  If, within 20 days after submission by the
Indemnitee of a written request for indemnification, no Independent Counsel
shall have been selected or if selected, shall have been objected to, in
accordance with this paragraph either the Corporation or the Indemnitee may
petition the Court of Chancery of the State of Delaware or other court of
competent jurisdiction for resolution of any objection which shall have been
made by the Corporation or the Indemnitee to the other’s selection of
Independent Counsel and/or for the appointment as Independent Counsel of a
person selected by the court or by such other person as the court shall
designate, and the person with respect to whom an objection is favorably
resolved or the person so appointed shall act as Independent Counsel.  The Corporation shall pay the reasonable Expenses
of Independent Counsel incurred in connection with its acting in such
capacity.  The Corporation shall pay any
and all reasonable and necessary Expenses incident to the procedures of this
paragraph, regardless of the manner in which such Independent Counsel was
selected or appointed.


 


(d)           The
termination of any Proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create
a presumption that the Indemnitee did not act in good faith and in a manner
that the Indemnitee reasonably believed to be in, or not opposed to, the best
interests of the Corporation, and, with respect to any criminal Proceeding, had
reasonable cause to believe that his or her conduct was unlawful.


 


(e)           Indemnitee
shall be deemed to have acted in good faith if Indemnitee’s action is based on
the records or books of account of the Corporation or its affiliates, including
financial statements, or on information supplied to Indemnitee by the officers of
the Corporation or its affiliates in the course of their duties, or on the
advice of legal counsel for the Corporation or its affiliates or on information
or records given or reports made to the Corporation or its affiliates by an
independent certified public accountant or by an appraiser or other expert
selected with the reasonable care by the Corporation or its affiliates.  The provisions of this Section 8(e) shall
not be deemed to be exclusive or to limit in any way the other circumstances in
which the Indemnitee may be deemed to have met the applicable standard of
conduct set forth in this Agreement.


 


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(f)            The
knowledge and/or actions, or failure to act, of any director, officer, agent or
employee of the Corporation or its affiliates shall not be imputed to
Indemnitee for purposes of determining the right to indemnification under this
Agreement.


 


(g)           The
Indemnitee shall cooperate with the person, persons or entity making such
determination with respect to the Indemnitee’s entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance
request any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to the Indemnitee
and reasonably necessary to such determination. 
Any Expenses actually and reasonably incurred by the Indemnitee in so
cooperating shall be borne by the Corporation (irrespective of the
determination as to the Indemnitee’s entitlement to indemnification) and the
Corporation hereby indemnifies the Indemnitee therefrom.


 


9.             Remedies.


 


(a)           The
right to indemnification and advancement of Expenses as provided by this
Agreement shall be enforceable by Indemnitee in any court of competent
jurisdiction.  Any such judicial
proceeding shall be conducted in all respects as a de novo trial on the merits.


 


(b)           In
connection with any determination as to whether the Indemnitee is entitled to
be indemnified under this Agreement, the court shall presume that the
Indemnitee has met the applicable standard of conduct and is entitled to
indemnification, and, unless otherwise required by law, the burden of proof
shall be on the Corporation to establish that the Indemnitee is not so
entitled.  Neither the failure of the
Board of Directors (or other person or body appointed pursuant to Section 8)
to have made a determination that indemnification is proper in the
circumstances because Indemnitee has met the applicable standard of conduct,
nor an actual determination pursuant to Section 8 that Indemnitee has not
met such applicable standard of conduct, shall be a defense to an action
brought to enforce this Agreement or create a presumption that Indemnitee has
not met the applicable standard of conduct.


 


(c)           The
Corporation shall indemnify Indemnitee against any and all Expenses that are
incurred by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification
or advancement of Expenses by the Corporation under this Agreement or under
applicable law or the Corporation’s Certificate of Incorporation or Bylaws now
or hereafter in effect relating to indemnification, and/or (ii) recovery
under directors’ and officers’ liability insurance policies maintained by the
Corporation, but only in the event that Indemnitee ultimately is determined to
be entitled to such indemnification or insurance recovery, as the case may
be.  The Corporation shall, if so
requested by Indemnitee, advance the foregoing Expenses to Indemnitee, subject
to and in accordance with Section 7.


 


10.           Partial
Indemnification.  If the Indemnitee
is entitled under any provision of this Agreement to indemnification by the
Corporation for some or a portion of the Expenses, judgments, fines, penalties
or amounts paid in settlement actually and reasonably incurred by or on behalf
of the Indemnitee in connection with any Proceeding but not, however, for the
total amount thereof, the Corporation shall nevertheless indemnify the
Indemnitee for the portion of such Expenses, judgments, fines, penalties or
amounts paid in settlement to which the Indemnitee is entitled.


 


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11.           Subrogation.  In the event of any payment under this
Agreement, the Corporation shall be subrogated to the extent of such payment to
all of the rights of recovery of the Indemnitee, who shall execute all papers
required and take all action necessary to secure such rights, including
execution of such documents as are necessary to enable the Corporation to bring
suit to enforce such rights.


 


12.           Term of Agreement.  This Agreement shall continue until and
terminate upon the later of (a) ten years after the date that the
Indemnitee shall have ceased to serve as a director or officer of the
Corporation or, at the request of the Corporation, as a director, officer,
partner, trustee, member, employee or agent of another corporation,
partnership, joint venture, trust, limited liability company or other
enterprise or (b) the final termination of all Proceedings pending on the
date set forth in clause (a) in respect of which the Indemnitee is granted
rights of indemnification or advancement of Expenses hereunder and of any
proceeding commenced by the Indemnitee pursuant to Section 9 of this
Agreement relating thereto.


 


13.           Indemnification
Hereunder Not Exclusive.  The
indemnification and advancement of Expenses provided by this Agreement shall
not be deemed exclusive of any other rights to which the Indemnitee may be
entitled under the Certification of Incorporation, the By-Laws, any other
agreement, any vote of stockholders or disinterested directors, the General
Corporation Law of Delaware, any other law (common or statutory), or otherwise,
both as to action in the Indemnitee’s official capacity and as to action in
another capacity while holding office for the Corporation.  Nothing contained in this Agreement shall be
deemed to prohibit the Corporation from purchasing and maintaining insurance,
at its expense, to protect itself or the Indemnitee against any expense,
liability or loss incurred by it or the Indemnitee in any such capacity, or
arising out of the Indemnitee’s status as such, whether or not the Indemnitee
would be indemnified against such expense, liability or loss under this
Agreement.


 


14.           No Special Rights.  Nothing herein shall confer upon the
Indemnitee any right to continue to serve as an officer or director of the
Corporation for any period of time or at any particular rate of compensation.


 


15.           Savings Clause.  If this Agreement or any portion thereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the Corporation shall nevertheless indemnify the Indemnitee as to Expenses,
judgments, fines, penalties and amounts paid in settlement with respect to any
Proceeding to the full extent permitted by any applicable portion of this
Agreement that shall not have been invalidated and to the fullest extent
permitted by applicable law.


 


16.           Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall constitute the original.


 


17.           Successors and
Assigns.  This Agreement shall be
binding upon the Corporation and its successors and assigns and shall inure to
the benefit of the estate, heirs, executors, administrators and personal
representatives of the Indemnitee.


 


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18.           Headings.  The headings of the paragraphs of this
Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.


 


19.           Modification and
Waiver.  This Agreement may be
amended from time to time to reflect changes in Delaware law or for other
reasons.  No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by both
of the parties hereto.  No waiver of any
of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provision hereof nor shall any such waiver constitute a
continuing waiver.


 


20.           Notices.  All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
given (i) when delivered by hand or (ii) if mailed by certified or
registered mail with postage prepaid, on the third day after the date on which
it is so mailed:


 


	
   

  	
  (a)

  	
  if to the Indemnitee,
  to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  if to the
  Corporation, to:

  	
   

  	
  Staples, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
  500 Staples Drive

  
	
   

  	
   

  	
   

  	
   

  	
  Framingham,
  Massachusetts 01702

  
	
   

  	
   

  	
   

  	
   

  	
  Attention: General
  Counsel

  



 


or to
such other address as may have been furnished to the Indemnitee by the Corporation
or to the Corporation by the Indemnitee, as the case may be.


 


21.           Applicable Law.  This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of
Delaware.  The Indemnitee may elect to
have the right to indemnification or reimbursement or advancement of Expenses
interpreted on the basis of the applicable law in effect at the time of the
occurrence of the event or events giving rise to the applicable Proceeding, to
the extent permitted by law, or on the basis of the applicable law in effect at
the time such indemnification or reimbursement or advancement of Expenses is
sought.  Such election shall be made, by
a notice in writing to the Corporation, at the time indemnification or
reimbursement or advancement of Expenses is sought; provided, however,
that if no such notice is given, and if the General Corporation Law of Delaware
is amended, or other Delaware law is enacted, to permit further indemnification
of the directors and officers, then the Indemnitee shall be indemnified to the
fullest extent permitted under the General Corporation Law, as so amended, or
by such other Delaware law, as so enacted.


 


22.           Enforcement.  The Corporation expressly confirms and agrees
that it has entered into this Agreement in order to induce the Indemnitee to
continue to serve as an officer or director of the Corporation, and
acknowledges that the Indemnitee is relying upon this Agreement in continuing
in such capacity.


 


23.           Entire Agreement.  This Agreement sets forth the entire
agreement of the parties hereto in respect of the subject matter contained
herein and supercedes all prior agreements,


 


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whether
oral or written, by any officer, employee or representative of any party hereto
in respect of the subject matter contained herein; and any prior agreement of
the parties hereto in respect of the subject matter contained herein is hereby
terminated and cancelled.  For avoidance
of doubt, the parties confirm that the foregoing does not apply to or limit the
Indemnitee’s rights under Delaware law or the Corporation’s Certificate of
Incorporation or By-Laws.


 


24.           Consent to Suit.  In the case of any dispute under or in
connection with this Agreement, the Indemnitee may only bring suit against the
Corporation in the Court of Chancery of the State of Delaware.  The Indemnitee hereby consents to the
exclusive jurisdiction and venue of the courts of the State of Delaware, and
the Indemnitee hereby waives any claim the Indemnitee may have at any time as
to forum non conveniens with respect to such venue.  The Corporation shall have the right to
institute any legal action arising out of or relating to this Agreement in any
court of competent jurisdiction.  Any
judgment entered against either of the parties in any proceeding hereunder may
be entered and enforced by any court of competent jurisdiction.


 


25.           Contribution.  To the fullest extent permissible by
applicable law, if the indemnification provided for in this Agreement is
unavailable to Indemnitee for any reason whatsoever, the Corporation, in lieu
of indemnifying Indemnitee, shall contribute to the amount incurred by
Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid
or to be paid in settlement and/or for Expenses, in connection with any claim
relating to an indemnifiable event under this Agreement, in such proportion as
is deemed fair and reasonable in light of all the circumstances of such
Proceeding in order to reflect (i) the relative benefits received by the
Corporation and Indemnitee as a result of the event(s) and/or transaction(s) giving
cause to such Proceeding; and/or (ii) the relative fault of the
Corporation (and its directors, officers, employees and agents) and Indemnitee
in connection with such event(s) and/or transaction(s).


 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.


 


	
   

  	
  STAPLES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INDEMNITEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


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