Exhibit 10.16


 


	
  Notice of Award of Restricted
  Stock and Restricted Stock Award Agreement

  	
   

  	
  Staples, Inc.

  Employer ID: 04-2896127

  500 Staples Drive

  Framingham, MA 01702

  
	
   

  	
   

  	
   

  
	
  «FirstName» «LastName»

  	
   

  	
      ACCOUNT ID:

  	
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  «Address1»

  «Address2»

  «City», «State» 
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In consideration
of services rendered to Staples, Inc., you have been awarded shares of
Staples, Inc. Common Stock under Staples, Inc.’s Restricted Stock
program as follows:


 


	
  Restricted Stock
  Award No.:

  	
   

  	
  «GrantNumber»

  	
   

  
	
  Stock Plan:

  	
   

  	
  2004RS

  	
   

  
	
  Date of Award:

  	
   

  	
   

  	
   

  
	
  Total Number of
  Shares:

  	
   

  	
  «SharesGranted»

  	
   

  
	
  Fair Market
  Value per Share:

  	
   

  	
  «FairValue»

  	
   

  
	
  Total Value of
  Shares Granted:

  	
   

  	
   

  	
   

  
	
  Vesting Date:

  	
   

  	
   

  	
   

  



 


By your acceptance
of this Restricted Stock Award, you acknowledge that this award is granted
under and governed by the terms and conditions of Staples, Inc.’s Amended
and Restated 2004 Stock Incentive Plan (as further amended or restated from
time to time) and by the terms and conditions of Staples, Inc.’s
Restricted Stock Award Agreement which is attached hereto.


 


 


	
   

  	
  Staples, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Ronald L.
  Sargent

  Chairman and
  Chief Executive Officer

  



 

















 


STAPLES, INC.


RESTRICTED
STOCK AWARD AGREEMENT

(DIRECTORS)


 


1.  Award.  In consideration of services rendered,
Staples, Inc., a Delaware corporation (“Staples”), hereby awards to the
Director named in the Notice of Award (the “Notice”), pursuant to Staples’
Amended and Restated 2004 Stock Incentive Plan (the “Plan”), the Total Number
of Shares of Common Stock of Staples stated in the Notice of Award (the “Shares”)
subject to the terms and conditions of this Restricted Stock Award Agreement
and the Plan. Except where the context otherwise requires, the term “Staples”
shall include any parent and all present and future subsidiaries of Staples 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”).


 


2. Transferability of Shares.  During the Holding Period described below,
the Shares may not be sold, assigned, transferred, pledged, hypothecated or
otherwise disposed of (whether by operation of law or otherwise) nor shall
Shares be subject to execution, attachment or similar process, except that the
Shares may be transferred by will or the laws of descent and distribution or,
upon notice to Staples, for estate planning purposes to entities that are
beneficially owned entirely by family members. 
All transferees of the Shares must agree to be governed by all of the
terms and conditions of this Agreement. 
Upon any sale, transfer, assignment, pledge, hypothecation or other
disposition, or any attempt to sell, assign, transfer, pledge, hypothecate or
otherwise dispose, of the Shares contrary to the provisions hereof, or upon the
levy of any execution, attachment or similar process upon the Shares or such
rights, the Shares shall, at the election of Staples, be deemed repurchased by
Staples at a repurchase price of zero and all rights with respect to the Shares
shall be forfeited to Staples.  In
addition, Staples may seek any other legal or equitable remedies available to
it, including rights of specific performance.  
Staples may refuse to recognize as a shareholder of Staples any
purported transferee of or holder of any rights with respect to the Shares and
may retain and/or recover all dividends, dividend equivalents and other
distributions payable or paid with respect to such Shares.


 


3.  Holding Period.  Except as otherwise provided in this
Agreement, the Holding Period shall begin on the Date of Award and end when the
Director ceases to be an Eligible Director (as defined below).


 


4.  Vesting Date.


 


(a)  Continuous Relationship with Staples Required.  For purposes of this Agreement, an “Eligible
Director” is an individual that is, and has has been at all times since the
Date of Award, a director of Staples.


 


(b)   Vesting;
Termination of Relationship with Staples.  If the Director ceases to be an Eligible Director
for any reason before the Vesting Date, then, except as provided in paragraph (c) below,
the Shares shall be deemed repurchased by Staples at a repurchase price of zero
and ownership of all right, title and interest in and to the Shares shall be
forfeited and revert to Staples on the date such Director ceases to be an
Eligible Director.  If the Director is an
Eligible Director on the Vesting Date, the Shares shall no longer be subject to
repurchase/forfeiture as provided in this Section 4.  If the Director is on an approved leave of
absence, then the Shares shall not be forfeited, and the Holding Period shall
not terminate, as a result of such leave of absence, unless and until the
Director’s position as a director is ultimately terminated.


 


(c)  Vesting Upon Death or Disability or Retirement.  If the Director (i) dies; (ii) becomes
disabled (within the meaning of Section 22(e)(3) of the Code); or (iii) terminates
his or her position as a director of Staples upon or after reaching age 72, in
each case prior to the Vesting Date,  while he or she is an Eligible Director, then
the Shares shall no longer be subject to repurchase/forfeiture as provided in this
Section 4 and the Holding Period shall terminate.  In addition and subject to Section 11 of
this Agreement, if the Director reaches age 72 before the Vesting Date while he
or she is an Eligible Director, a number of Shares that is sufficient to
satisfy the Eligible Director’s federal, state or local income and employment
tax obligations with respect to the Shares that are triggered by such event shall
no longer be subject to repurchase/forfeiture as provided in this Section 4,
and the Holding Period with respect to such number of Shares shall terminate.


 


(d)  Repurchase/Forfeiture.  Upon repurchase/forfeiture of the Shares for
any reason hereunder, the Director shall cease to have any rights or privileges
as a stockholder of Staples with


 

















 


STAPLES, INC.


RESTRICTED
STOCK AWARD AGREEMENT

(DIRECTORS)


 


respect to the
Shares repurchased/forfeited and such Shares shall again be available for
subsequent option grants or awards under the Plan.


 


5.  Delivery of Shares.  Staples shall, upon the Date of Award, effect
issuance of the Shares by registering the Shares in book entry form with
Staples’ transfer agent in the name of the Director.   No certificate(s) representing all or a
part of the Shares that have not been repurchased/forfeited shall be issued
until the end of the Holding Period.


 


6.  No Rights to Continue as a
Director.  Nothing
contained in the Plan or this Agreement shall be construed or deemed by any
person under any circumstances to bind Staples to continue the relationship of
the Director with Staples for the period before or after the Vesting Date.


 


7.  Rights as a Shareholder.  Except as otherwise provided herein, the
Director (a) shall have the right to vote the Shares and act in respect of
the Shares at any meeting, but (b) shall not have any rights to receive cash
dividends with respect to the Shares until vesting.


 


8.  Adjustment Provisions.


 


(a)  General.   In the event of any recapitalization,
reclassification of shares, combination of shares, stock dividend, stock split,
reverse stock split, spin-off or other similar change in capitalization or
event or any distribution to holders of Common Stock other than an ordinary
cash dividend, the Director shall, with respect to the Shares, be entitled to
the rights and benefits, and be subject to the limitations, set forth in Section 9
of the Plan.


 


(b)  Board  Authority
to Make Adjustments.  Any
adjustments under this Section 8 will be made by the Board of Directors,
whose determination as to what adjustments, if any, will be made and the extent
thereof will be final, binding and conclusive. 
No fractional shares will be issued with respect to Shares on account of
any such adjustments.


 


9.  Mergers, Consolidations,
Distributions, Liquidations, Etc.  In the event of a merger or consolidation or
any share exchange transaction in which outstanding shares of 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 Staples, the Director shall,
with respect to this Agreement, be entitled to the rights and benefits, and be
subject to the limitations, set forth in Section 9 of the Plan.


 


10.  Vesting Following a Change
in Control.


 


(a)  Definitions.  For purposes of this Agreement, the following
terms shall have the following meanings:


 


(i)  A “Change
in Control” shall be deemed to have occurred if (A) any “person”, as such
term is used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934 (the “Exchange Act”) (other than Staples, any trustee or other
fiduciary holding securities under an employee benefit plan of Staples, or any
corporation owned directly or indirectly by the stockholders of Staples in
substantially the same proportion as their ownership of stock of Staples), is
or becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of Staples representing
30% or more of the combined voting power of Staples’ then outstanding
securities (other than pursuant to a merger 
or consolidation described in clause (1) or (2) of subsection (C) below);
(B) individuals who, as of the date hereof, constitute the Board of
Directors of Staples (as of the date hereof, the “Incumbent Board”) cease for
any reason to constitute at least a majority of the Board of Directors,
provided that any person becoming a director subsequent to the date hereof
whose election, or nomination for election by Staples’ stockholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board (other than an election or nomination of an individual whose
initial assumption of office is in connection with an actual or threatened
election contest relating to the election of the directors of Staples, as such
terms are used in Regulation 14A under the Exchange Act) shall be, for purposes
of this Agreement, considered as though such person were a member of the
Incumbent Board; (C) the stockholders of Staples approve a merger or
consolidation of Staples with any other corporation, and such merger or
consolidation is consummated, other than (1) a merger or consolidation
which would result in the voting securities of Staples outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) more than 75%


 

















 


STAPLES, INC.


RESTRICTED
STOCK AWARD AGREEMENT

(DIRECTORS)


 


of the combined
voting power of the voting securities of Staples or such surviving entity
outstanding immediately after such merger or consolidation, or (2) a
merger or consolidation effected to implement a recapitalization of Staples (or
similar transaction) in which no “person” (as defined above) acquires more than
30% of the combined voting power of Staples’ then outstanding securities; or (D) the
stockholders of Staples approve an agreement for the sale or disposition by
Staples of all or substantially all of Staples’ assets, and such sale or
disposition is consummated.


 


(ii) “Surviving
Corporation” shall mean (x) in the case of a Change in Control pursuant to
clause (A) or clause (B) of Section 10(a)(i), Staples; (y) in
the case of a Change in Control pursuant to clause (C) of Section 10(a)(i),
the surviving or resulting corporation in such merger or consolidation; and (z) in
the case of a Change in Control pursuant to Clause (D) of Section 10(a)(i),
the entity acquiring the majority of the assets being sold or disposed of by
Staples.


 


(b)  Effect of Change of Control.
Notwithstanding the provisions of Sections 3 and 4, if a Change in Control of
Staples occurs, the Shares shall no longer be subject to repurchase/forfeiture
as provided in Section 4 and the Holding Period shall terminate.


 


11.  Withholding Taxes.  Notwithstanding anything to the contrary in
this Agreement, any provisions providing that the Shares shall no longer be
subject to repurchase/forfeiture or that the Holding Period shall terminate
shall be subject to the Director’s satisfaction of all applicable federal,
state and local income tax withholding requirements.


 


12.  Miscellaneous.


 


(a)  Except
as provided herein, this Agreement may not be amended or otherwise modified
unless evidenced in writing and signed by Staples and the Director unless the
Board of Directors determines that the amendment or modification, taking into
account any related action, would not 
materially and adversely affect the Director.


 


(b)  All notices under this Agreement shall be mailed or delivered
by hand to Staples at its main office, Attn: Secretary, and to the Director to
his/her last known address on the records of Staples or at such other address
as may be designated in writing by either of the parties to one another.


 


(c)  This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.