Exhibit
10.18


 


Restricted Stock Award Agreement


 


Staples, Inc.


Employer ID: 04-2896127


500 Staples Drive


Framingham, MA 01702


 


	
   

  	
   

  	
  ACCOUNT ID:

  
	
  «FirstName» «MiddleName» «LastName»

  	
   

  	
  LOCATION:

  
	
  «Address1»

  	
   

  	
   

  
	
  «Address2»

  	
   

  	
   

  
	
  «Address3»

  	
   

  	
   

  
	
  «City», «State» «Zip»

  	
   

  	
   

  
	
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In consideration of services rendered to Staples, Inc., you have
been awarded restricted shares of Staples’ Common Stock under Staples, Inc.’s
Amended and Restated 2004 Stock Incentive Plan, as follows:


 


	
  Award No.:

  	
   

  	
   

  	
   

  
	
  Stock Option Plan:

  	
   

  	
  2004RS

  	
   

  
	
  Date of Grant:

  	
   

  	
   

  	
   

  
	
  Total Number of Shares:

  	
   

  	
   

  	
   

  
	
  Fair Market Value per Share:

  	
   

  	
  $

  	
   

  	
   

  
	
  Total Value of Shares Granted:

  	
   

  	
  $

  	
   

  	
   

  



 


	
  Vesting Date

  	
   

  	
  Number of Shares

  Vesting on 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 as attached.


 


You understand and agree that this Restricted Stock Award is being
granted to you in exchange for your execution of a Non-Compete and
Non-Solicitation Agreement in a form approved by Staples.


 


Staples, Inc.


 


 


Ronald L. Sargent


Chairman and Chief Executive Officer


 


Attachment:  Staples, Inc. Restricted Stock Award
Agreement


 

















 


1.             Award.  In consideration of services
rendered, Staples, Inc., a Delaware corporation (“Staples”), hereby awards
to the Associate named in the accompanying Notice of Award of Restricted Stock
(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 (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.  Until
the Vesting Date 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 the 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 payable or paid with respect to such Shares.


 


3.             Vesting of Shares.  Except as otherwise provided in
this Agreement, the transfer restrictions on the Shares shall lapse, and the
Shares shall be considered to “vest”, on the Vesting Date set forth in the
Notice.


 


4.             Vesting Date.


 


(a)  Continuous Relationship
with Staples Required.  Except as otherwise provided in
this Section 4, the Shares shall not vest unless the Associate is, and has
been at all times since the Date of Award set forth in the Notice, an employee
of, or a consultant to, Staples (an “Eligible Associate”).  In addition, the Shares shall not vest during
any period that the Associate is suspended for an offense which could lead to a
termination by Staples for “cause” (as defined below).


 


(b)  Termination of Relationship
with Staples.  If the Associate ceases to be an Eligible
Associate for any reason prior to the Vesting Date, then, except as provided in
paragraph (c) and (d) 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 Associate ceases to be an Eligible Associate.  If the Associate is an employee on an approved
leave of absence, then the Shares shall not be forfeited as a result of such
leave of absence unless and until the Associate’s employment relationship is
ultimately terminated


 


(c)  Vesting Upon Death or
Disability or Retirement.  If the Associate (i) dies;
(ii) becomes disabled (within the meaning of Section 22(e)(3) of
the Code); or (iii) terminates employment on or after the Rule of 65
Qualification Date (defined below), in each case prior to the Vesting Date
while he or she is an Eligible Associate, then the Shares shall vest in
full.  For purposes of this Section 4(c),
the “Rule of 65 Qualification Date” shall mean the first Quarterly
Measurement Date (defined below) to occur on or after both (A) the Date of
Award and (B) the date that the Associate has attained age 55 and the sum
of the years of service (as determined by the Board of Directors of Staples)
completed by the Associate plus the Associate’s age is greater than or equal to
65.  For purposes of this Section 4(c),
the “Quarterly Measurement Date” means the sixth Thursday following the end of
each fiscal quarter.  In addition and
subject to Section 11 of this Agreement, on the Eligible Associate’s Rule of
65 Qualification Date, a number of unvested Shares that is sufficient to
satisfy the Eligible Associate’s federal, state or local income and employment
tax obligations with respect to the Shares that are triggered by virtue of the
Eligible Associate satisfying the conditions of the Rule of 65
Qualification Date shall vest in full, provided that Staples may only withhold
a number of such vested Shares that is necessary to meet the minimum federal,
state or local income and employment tax withholding requirements.


 


(d)  Termination for Cause.  If (a) the
Associate’s relationship with Staples is terminated by Staples for “cause” (as
defined below), or (b) if the Associate retires or resigns and Staples
determines within six months thereafter that the Associate’s conduct prior to
his or her retirement or resignation warranted a discharge for “cause,” or (c) Staples
determines that the Associate’s conduct after termination of the employment or
consulting relationship fails to comply with the terms of any non-competition,
non-solicitation or confidentiality provision contained in any employment,
consulting, advisory, proprietary information, non-disclosure, non-competition,
non-solicitation or other similar agreement between the Associate and Staples,
then, without limiting any other remedy available to Staples, 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 as of the date of such determination; or, if the Associate at
such time no longer owns such Shares, Staples shall be entitled to recover from
the Associate the gross profit earned by the Associate upon the disposition
(whether by sale, gift, donation or otherwise) of such Shares.


 

















 


“Cause,”
as determined by Staples (which determination shall be conclusive), shall mean:


 


(i) willful
failure by the Associate to substantially perform his or her duties with
Staples (other than any failure resulting from incapacity due to physical or
mental illness); provided, however, that Staples has given the Associate a
written demand for substantial performance, which specifically identifies the
areas in which the Associate’s performance is substandard, and the Associate
has not cured such failure within 30 days after delivery of the demand.  No act or failure to act on the Associate’s
part will be deemed “willful” unless the Associate acted or failed to act
without a good faith or reasonable belief that his or her conduct was in
Staples’ best interest; or


 


(ii) breach
by the Associate of any provision of any employment, consulting, advisory,
proprietary information, non-disclosure, non-competition, non-solicitation or
other similar agreement between the Associate and Staples, including, without
limitation, the Proprietary and Confidential Information Agreement and/or the
Non-Compete and Non-Solicitation Agreement; or


 


(iii) violation
by the Associate of the Code of Ethics or an attempt by the Associate to secure
any improper personal profit in connection with the business of Staples; or


 


(iv) failure
by the Associate to devote his or her full working time to the affairs of
Staples except as may be authorized in writing by Staples’ CEO or other
authorized Company official; or


 


(v) the
Associate’s engagement in business other than the business of Staples except as
may be authorized in writing by Staples’ CEO or other authorized Company
official; or


 


(vi) the
Associate’s engagement in misconduct which is demonstrably and materially
injurious to Staples.


 


(e)  Repurchase/Forfeiture.   Upon
repurchase/forfeiture of the Shares for any reason hereunder, the Associate
shall cease to have any rights or privileges as a stockholder of Staples with
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 Associate.  No certificate(s) representing
all or a part of the Shares shall be issued until vesting.


 


6.             No Special Employment or Similar Rights. 
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
employment or other relationship of the Associate with Staples for the period prior
to or after vesting.


 


7.             Rights as a Shareholder. 
Except as otherwise provided herein, the Associate (a) shall have the
right to vote the Shares and act in respect of the Shares at any meeting of
shareholders, 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 Associate shall, with
respect to the Shares, be entitled to the rights and benefits, and be subject
to the limitations, set forth in Section 9(a) 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 Associate
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 Rule 14a-11
of 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% 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 in Control. Notwithstanding the provisions of Section 3(a),
if a Change in Control of Staples occurs, the Shares shall become vested as
follows:


 


(i) 
If, upon the Change in Control, the Associate


 


(A) is not offered
employment with the Surviving Corporation (or is not allowed to continue his or
her employment, if the Surviving Corporation is Staples) in a position (1) in
which the title, employment duties and responsibilities, conditions of
employment, and the level of compensation and benefits are at least equivalent
to those in effect during the 90-day period immediately preceding the Change in
Control and (2) that does not involve a relocation of the Associate’s
principal place of employment of more than an additional 50 miles from his or
her primary residence at the time of the Change in Control, and


 


(B) does not accept (or continue) employment
with the Surviving Corporation (regardless of position, compensation or
location) (other than as a result of retirement), or


 


(ii) If,
within one year following the date of the Change in Control, the Associate
either


 


(A) is discharged without cause (as defined in Section 4(d))
or


 


(B) resigns or retires because his or her title
or employment duties and responsibilities are diminished, his or her conditions
of employment are adversely changed, the level of his or her compensation and
benefits are reduced, or his or her principal place of employment is relocated
by more than an additional 50 miles from his or her primary residence at the
time of the Change in Control, then the vesting of Shares shall be accelerated
such that all of Shares shall vest effective upon the date of such discharge,
resignation or retirement (which shall be considered a Vesting Date hereunder).


 


11.           Withholding Taxes.  Staples’ obligation to vest the Shares shall
be subject to the Associate’s satisfaction of all applicable federal, state and
local income and employment tax withholding requirements.  Staples may deduct any such tax obligations
from any payment of any kind otherwise due to the Associate, including salary
and bonus payments, and may withhold or sell a sufficient number of Shares on
behalf of the Associate to satisfy such tax obligations.


 


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 Associate
unless the Board of Directors determines that the amendment or modification,
taking into account any related action, would not materially and adversely
affect the Associate.


 

















 


(b) 
All notices under this Agreement shall be mailed or delivered by hand to
Staples at its main office, Attn: Secretary, and to the Associate to his or her
last known address on the employment 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.