Exhibit 10.41


 


Amendment
to Severance Benefits Agreement (Amendment A)


 


Michael Miles


c/o Staples, Inc.


500 Staples Drive


Framingham, MA 01702


 


Dear Michael,


 


You are a party to a Severance Benefits Agreement (“Agreement”)
with Staples, Inc. and/or one of its subsidiaries (“Staples”). Under the
Agreement, Staples agrees to provide you with the severance benefits set forth
in the Agreement if your employment is terminated under the circumstances
described in the Agreement.


 


To avoid certain tax penalties under the new federal
tax law governing deferred compensation (commonly referred to as Section 409A),
you have elected to keep the definition of “Good Reason” as set forth in your
Agreement, and wait six months following your termination before receiving any severance
payments otherwise payable under the Agreement should you be among the 50
highest compensated associates of Staples at the time of your severance.


 


Specifically, you agree to the addition of the
following language to your Agreement effective January 1, 2009, which
shall otherwise remain in full force and effect in accordance with its terms:


 


You and Staples intend that this Agreement comply
with the requirements of Section 409A of the Internal Revenue Code (“Section 409A”)
so that any payments and benefits provided by the Agreement do not subject you
to penalty taxes and interest imposed for noncompliance with Section 409A.
Accordingly, the following rules shall apply with respect to the payments
and benefits to be provided to you under this Agreement:


 


(i)                      Each
installment of the payments and benefits provided under this Agreement shall be
treated as a “separate payment” for purposes of Section 409A. Neither
Staples nor you shall have the right to accelerate or defer the delivery of any
such payments or benefits except to the extent specifically permitted or
required by Section 409;


 


(ii)                  The
life, dental, accident and group health insurance benefits to be provided to
you during your severance period under this Agreement as described above shall
be treated as exempt “reimbursements and certain other separation payments”
within the meaning of Treasury Regulation Section 1.409A-1(b)(9)(v), and
any reimbursement or payment with respect to such benefits shall be made not
later than


 

















 


         
December 31 of the second calendar year following the year in which you
are terminated;


 


(iii)              If,
as of the date of your “separation from service” from Staples, you are not a “specified
employee” (each within the meaning of Section 409A which generally defines
a “specified employee” as an employee who is among Staples’ 50 most highly
compensated officers), then each installment of the payments and benefits shall
be made on the dates and terms set forth in this Agreement;


 


(iv)                If,
as of the date of your “separation from service” from Staples, you are a “specified
employee”, then each installment of the payments and benefits due under this
Agreement that would, absent this subsection, be paid within the six-month
period following your “separation from service” from Staples shall not be paid
until the date that is six months and one day following your separation from
service and any subsequent installments, if any, being paid in accordance with
the dates and terms set forth herein. 
Any such delayed payments shall bear interest from the date of your
separation from service to the date of payment at an annual rate equal to the
prime rate as set forth in the Eastern edition of the The Wall Street Journal
on the date of your separation from service;


 


(v)                    You
and Staples further agree to make such revisions to this Agreement as may be
required to conform the provisions of the Agreement to the requirements of Section 409A
and any regulations or other Internal Revenue Service guidance issued
thereunder. Staples shall have no liability for any tax or penalty imposed on
you by Section 409A.


 


If this letter sets forth our agreement, kindly sign
and return to Staples the enclosed copy of this letter no later than December 31,
2008.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  STAPLES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
       /s/Susan S. Hoyt

  
	
   

  	
   

  	
    Susan S. Hoyt

  
	
   

  	
   

  	
    Executive Vice President

  
	
   

  	
   

  	
    Human Resources

  



 


I have been advised of my right to consult with counsel regarding this
Agreement and have decided to sign below knowingly, voluntarily, and free from
duress or coercion.


 


Agreed to this 31 day of December 2008.


 


	
  /s/ Michael Miles

  	
   

  
	
  (Associate Signature)