BINDING ARBITRATION, THE PARTIES AGREE TO WAIVE ANY RIGHT TO A JURY
TRIAL IF SUCH CLAIM IS FILED IN COURT.
8.
MISCELLANEOUS.
(A)
THE INVALIDITY OR UNENFORCEABILITY OF ANY
PROVISION OF THIS AGREEMENT WILL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF
ANY OTHER PROVISION OF THIS AGREEMENT, WHICH WILL REMAIN IN FULL FORCE AND
EFFECT.
(B)
THE VALIDITY, INTERPRETATION, CONSTRUCTION
AND PERFORMANCE OF THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS.
(C)
NO WAIVER BY YOU OR STAPLES AT ANY TIME OF
ANY BREACH OF, OR COMPLIANCE WITH, ANY PROVISION OF THIS AGREEMENT TO BE
PERFORMED BY STAPLES OR YOU, RESPECTIVELY, WILL BE DEEMED A WAIVER OF THAT OR
ANY OTHER PROVISION AT ANY SUBSEQUENT TIME.
(D)
YOU MUST EXECUTE A LEGALLY ENFORCEABLE
SEPARATION AGREEMENT AND GENERAL RELEASE IN A FORM ACCEPTABLE TO STAPLES PRIOR
TO THE RECEIPT OF ANY PAYMENTS OR BENEFITS SET FORTH ABOVE. ANY PAYMENTS MADE TO
YOU WILL BE PAID NET OF ANY APPLICABLE WITHHOLDING REQUIRED UNDER FEDERAL, STATE
OR LOCAL LAW.
(E)
THIS AGREEMENT IS THE EXCLUSIVE AGREEMENT
WITH RESPECT TO THE SEVERANCE BENEFITS PAYABLE TO YOU IN THE EVENT OF A
TERMINATION OF YOUR EMPLOYMENT. ALL PRIOR NEGOTIATIONS AND AGREEMENTS, INCLUDING
WITHOUT LIMITATION THE PRIOR AGREEMENT, ARE HEREBY MERGED INTO THIS AGREEMENT.
(continued on next page)
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If this Agreement sets forth our agreement, kindly sign and return to Staples
the enclosed copy of this Agreement.
Sincerely,
STAPLES, INC.
By:
/s/ Richard J. Currie
Chairman of the Compensation
Committee of the Board of Directors
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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 13th day of December, 2005
/s/ Ronald L. Sargent
Ronald L. Sargent
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