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,
10
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