Employee Stock Purchase Plan – International Employees – Staples Inc.

STAPLES, INC.

AMENDED AND RESTATED
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN

The purpose of this Plan is to provide eligible employees of certain non-U.S.
subsidiaries of Staples, Inc. (the “Company”) with opportunities to purchase
common stock of the Company (“Staples Common Stock”), commencing on July 1,
2000. Two million seven hundred seventy five thousand (2,775,000) shares of
Staples Common Stock have been approved for this purpose. Employees
participating in the Plan may elect to purchase shares of Staples Common Stock,
subject to any limitations that may be imposed by the Board of Directors (the
“Board”) or the Committee (as defined below).

1. Administration. The Plan will be administered by the Committee on
Employee Benefit Plans, as constituted pursuant to the terms of the Company’s
401(k) Plan (the “Committee”). The Board or the Committee has authority to make
rules and regulations for the administration of the Plan and its interpretation
and decisions with regard thereto shall be final and conclusive. In connection
with the administration of the Plan, any two of the Chief Executive Officer,
President, Chief Financial Officer, Treasurer, Secretary or Executive Vice
President : Human Resources of the Company, acting jointly, by and behalf of the
Company, shall have the authority (a) to negotiate, fix and vary the terms of,
and to execute and deliver, contracts, agreements, assignments, concessions,
licenses, options and all other similar instruments, (b) to engage any agents or
contractors, including banks, stock brokers and attorneys, (c) to amend the
Plan, and (d) to otherwise do all acts and things necessary or suitable in
connection with the exercise of any of the aforementioned powers; provided, that
no such authorization shall extend to any amendment of the plan that increases
the number of shares available for purchase under the Plan.

2. Eligibility. All employees of any non-U.S., non-Canadian,
non-Netherlands subsidiary of the Company as of July 1, 2000, of any Netherlands
subsidiary as of January 1, 2001, of any Canadian subsidiary as of July 1, 2004
and any other subsidiary designated by the Board or the Committee from time to
time (each, a “Subsidiary”), including any Director who is an employee of a
Subsidiary, are eligible to participate in any one or more of the offerings of
Options (as defined in Section 9) to purchase Staples Common Stock under the
Plan provided that:

a. they have been employed by the Subsidiary for at least 90 days prior to
enrolling in the Plan;

b. they are employees of the Subsidiary on the first day of the applicable
Plan Period (as defined below); and

c. they meet any other requirements imposed from time to time by the Board or
the Committee on employees of one or more Subsidiaries.

No employee may be granted an option hereunder if such employee, immediately
after the option is granted, owns 5% or more of the total combined voting power
or value of the stock of the Company or any subsidiary. For purposes of the
preceding sentence, the attribution rules of Section 424(d) of the U.S. Internal
Revenue Code of 1986, as amended (the “Code”), shall apply in determining the
stock ownership of an employee, and all stock which the employee has a
contractual right to purchase shall be treated as stock owned by the employee.

3. Offerings. The Company will make one or more offerings
(“Offerings”) to employees to purchase stock under this Plan. The first Offering
will begin on July 1, 2000, or the first business day thereafter (the “Offering
Commencement Dates”) and end on December 31, 2000. Thereafter, each July 1 and
January 1 will be an Offering Commencement Date. Each Offering Commencement Date

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will begin a period (a “Plan Period”) during which payroll deductions will be
made and held for the purchase of Staples Common Stock at the end of the Plan
Period. The first Plan Period will be six (6) months and thereafter each Plan
Period will be six (6) months ending on June 30 or December 31. The Board or the
Committee may, at its discretion, choose a different Plan Period of twelve (12)
months or less for subsequent Offerings.

4. Participation.

a. Enrollment. An employee eligible on the Offering Commencement
Date of any Offering may participate in such Offering by enrolling, in such
manner and at such time approved, from time to time, by the Board or the
Committee, prior to the applicable Offering Commencement Date in said Offering.
The enrollment will authorize a regular payroll deduction from the Compensation
received by the employee during the Plan Period. Unless an employee changes his
enrollment in a manner prescribed by the Committee from time to time or
withdraws from the Plan, his deductions and purchases will continue at the same
rate for future Offerings under the Plan as long as the Plan remains in effect.
The term “Compensation” shall be defined by the Board or the Committee from time
to time, but until modified shall mean regular earnings and sales rewards or
other sales-related payments made to sales associates in lieu of commissions,
and excluding payments for overtime, incentive compensation, shift premiums,
bonuses, contributions to all employee fringe benefit plans (except employee
contributions in lieu of cash earnings pursuant to any “cash or deferred plan”
or “cafeteria plan”), allowances and reimbursements, income or gains on the
exercise of Company stock options, or stock appreciation rights, and other
special payments except to the extent that the inclusion of any such item is
specifically approved by the Board.

b. Tax Withholding Authorized. The enrollment of each employee shall
constitute such participating employee’s authorization of his or her employer,
to the extent permitted by applicable law, to deduct from such employee’s
compensation in the relevant month or months (or subsequent months, if
appropriate) any amount appropriate for the payment or reimbursement of any tax
liability payable by such employee with respect to the grant or exercise of the
options hereunder, or the sale of any stock acquired through the exercise of
such option.

5. Deductions. The Company will maintain payroll deduction accounts
for all participating employees. With respect to any Offering made under this
Plan, an employee may authorize a payroll deduction in any amount up to a
maximum of ten percent (10%) of the Compensation he or she receives during the
Plan Period or such shorter period during which deductions from payroll are
made. Payroll deductions may be made in any whole percentage up to ten percent
(10%). Each participating employee shall designate what percentage of his or her
payroll deductions during the Offering shall be used to purchase Staples Common
Stock upon the completion of such Offering, subject to any limits as may be
imposed for such Offering by the Board or the Committee. Any change in
compensation during the Plan Period will result in an automatic corresponding
change in the amount withheld. The payroll deductions shall be made in the
applicable local currency and will be converted into United Stated currency at
the prevailing rate of exchange in effect on the date determined by the Board or
the Committee from time to time. All amounts deducted may be transferred to an
account of the Company or the Subsidiary outside the country in which such
employee is employed.

The Board or the Committee may permit direct contributions by eligible
employees of a Subsidiary instead of payroll deductions if it determines such
action to be advisable, and on such terms as it deems advisable. In the event
that such direct contributions are permitted, the Board or Committee may modify
other terms of this Plan to reflect such direct contributions.

No employee may be granted an Option (as defined in Section 9) which permits
his rights to purchase Staples Common Stock under this Plan and any other
employee stock purchase plan of the Company and its subsidiaries (as defined by
the Board or the Committee), to accrue at a rate which

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exceeds $25,000 of the Fair Market Value (as defined below) of Staples Common
Stock (determined at the Offering Commencement Date of the Plan Period) for each
calendar year in which the Option is outstanding at any time. Options granted
during any Plan Period to all officers and Directors of the Company shall not
equal or exceed fifty percent (50%) of the total Options granted during such
Plan Period.

6. Deduction Changes. An employee may discontinue his payroll
deduction once during any Plan Period, up to such deadline as may be established
by the Board or the Committee, prior to the close of business on the last
business day, in such manner as may be permitted by the Board or Committee.
However, an employee may not increase or decrease his payroll deduction, during
a Plan Period. If an employee elects to discontinue his payroll deductions
during a Plan Period, amounts previously withheld will be refunded to the
employee without interest. The refund will be made in the currency in which such
Participant’s deductions were originally made or, if such employee is employed
in a country which maintains a fixed exchange rate between its local currency
and the Euro, there may be repayment in Euros (“Payment in Euros”).

7. Interest. Interest will not be paid on any employee accounts.

8. Withdrawal of Funds. An employee may at any time up to such
deadline as may be established by the Board or the Committee, which deadline
shall be prior to the close of business on the last business day in a Plan
Period, and for any reason, permanently draw out the balance accumulated in the
employee’s account (which will be paid in the local currency or, at the
discretion of the Board or the Committee, there may be Payment in Euros), and
thereby withdraw from participation in an Offering. Partial withdrawals are not
permitted. The employee may not begin participation again during the remainder
of the Plan Period. The employee may participate in any subsequent Offering in
accordance with terms and conditions established by the Board or the Committee.

9. Purchase of Shares. On the Offering Commencement Date of each
Plan Period, the Company will grant to each eligible employee who is then a
participant in the Plan an option (“Option”) to purchase on the last day of such
Plan Period (the “Exercise Date”), at the Option Price hereinafter provided for,
the largest number of shares of Staples Common Stock (subject to any limits as
may be imposed for such Offering by the Board or the Committee) as does not
exceed the number of shares determined by dividing $12,500 by the Fair Market
Value (as defined below) of Staples Common Stock on the Offering Commencement
Date of such Plan Period; provided that, if the Plan Period is any period other
than six months, then $12,500 shall be adjusted proportionately to reflect the
length of the Plan Period.

The purchase price for each share purchased will be 85% of the Fair Market
Value (as defined below) of Staples Common Stock on (i) the first business day
of such Plan Period or (ii) the Exercise Date, whichever shall be less. For
purposes of this Plan, “Fair Market Value” shall mean (a) the closing price on
any national securities exchange on which Staples Common Stock is listed, (b)
the closing price of Staples Common Stock on the NASDAQ National Market or (c)
the average of the closing bid and asked prices in the over-the-counter-market,
whichever is applicable, as published in The Wall Street Journal. If no
sales of Staples Common Stock were made on such a day, the price of Staples
Common Stock for purposes of clauses (a) and (b) above shall be the reported
price for the next preceding day on which sales were made.

Each employee who continues to be a participant in the Plan on the Exercise
Date shall be deemed to have exercised his Option at the Option Price on such
date and shall be deemed to have purchased from the Company the number of shares
of Staples Common Stock (including fractional shares calculated up to 5 decimal
places) reserved for the purpose of the Plan that his accumulated payroll
deductions on such date will pay for, in United States currency as of that date,
but not in excess

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of the maximum number determined in the manner set forth above, subject to
any limits on allocation as may be imposed by the Board or the Committee for
such Offering.

Any balance remaining in an employee’s payroll deduction account at the end
of a Plan Period will be automatically refunded to the employee in the local
currency or there may be Payment in Euros.

10. Issuance of Certificates. Certificates representing shares of
Staples Common Stock purchased under the Plan may be issued only in the name of
the employee, in the name of the employee and another person of legal age as
joint tenants with rights of survivorship, or (in the Company’s sole discretion)
in the name of a brokerage firm, bank or other nominee holder designated by the
employee or in the name of the Plan with appropriate allocation to the
participating employee. The Company may, in its sole discretion and in
compliance with applicable laws, authorize the use of book entry registration of
shares in lieu of issuing stock certificates.

11. Rights on Retirement Death or Termination of Employment. In the
event of a participating employee’s termination of employment prior to the last
business day of a Plan Period, no payroll deduction shall be taken from any pay
due and owing to an employee and the balance in the employee’s account shall be
paid to the employee or, in the event of the employee’s death (a) to the
executor, personal representative, or administrator of the employee’s estate or
(b) if no such executor, personal representative, or administrator has been
appointed to the knowledge of the Company, to such other person(s) as the
Company may, in its discretion, designate. If, prior to the last business day of
the Plan Period, the designated Subsidiary by which an employee is employed
shall cease to be a subsidiary of the Company, or if the employee is transferred
to a subsidiary of the Company that is not a Subsidiary, the employee shall be
treated hereunder as a Terminating Employee.

12. Optionees Not Stockholders. Neither the granting of an Option to
an employee nor the deductions from his pay shall constitute such employee a
stockholder of the shares of Staples Common Stock covered by an Option under
this Plan until such shares have been purchased by and issued to him or to an
account for his benefit.

13. Rights Not Transferable. Rights under this Plan are not
transferable by a participating employee other than by will or the laws of
descent and distribution, and are exercisable during the employee’s lifetime
only by the employee.

14. Application of Funds. To the extent consistent with applicable
law, all funds received or held by the Company or any Subsidiary under this Plan
may be combined with other corporate funds and may be used for any corporate
purpose and moved outside the country in which they are deducted from payroll.

15. Adjustment in Case of Changes Affecting Staples Common Stock.
In the event of a subdivision or combination of outstanding shares of Common
Stock, or the payment of a dividend of Staples Common Stock, the number of
shares approved for this Plan, and the share limitation set forth in Section 9,
and the purchase price shall be adjusted proportionately. In the event of any
other change affecting Staples Common Stock, such adjustment shall be made as
may be deemed equitable by the Board or the Committee to give proper effect to
such event.

16. Merger. If the Company shall at any time merge or consolidate
with another corporation and the holders of the capital stock of the Company
immediately prior to such merger or consolidation continue to hold at least 80%
by voting power of the capital stock of the surviving corporation (“Continuity
of Control”), the holder of each Option then outstanding will thereafter be
entitled to receive at the next Exercise Date upon the exercise of such Option
for each share as to which such Option shall be exercised the securities or
property which a holder of such shares of Staples Common Stock was entitled to
upon and at the time of such merger or consolidation, and the Board or the
Committee shall take such steps in connection with such merger or consolidation
as the Board or the Committee shall deem necessary to assure that the provisions
of Section 15 shall thereafter be

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applicable, as nearly as reasonably may be, in relation to the said
securities or property as to which such holder of such Option might thereafter
be entitled to receive thereunder.

In the event of a merger or consolidation of the Company with or into another
corporation which does not involve Continuity of Control, or of a sale of all or
substantially all of the assets of the Company while unexercised Options remain
outstanding under the Plan, (a) subject to the provisions of clauses (b) and
(c), after the effective date of such transaction, each holder of an outstanding
Option shall be entitled, upon exercise of such Option, to receive in lieu of
shares of Staples Common Stock, shares of such stock or other securities as the
holders of shares of Staples Common Stock received pursuant to the terms of such
transaction; or (b) all outstanding Options may be cancelled by the Board or the
Committee as of a date prior to the effective date of any such transaction and
all payroll deductions shall be paid out to the participating employees; or (c)
all outstanding Options may be cancelled by the Board or the Committee as of the
effective date of any such transaction, provided that notice of such
cancellation shall be given to each holder of an Option, and each holder of an
Option shall have the right to exercise such Option in full based on payroll
deductions then credited to his account as of a date determined by the Board or
the Committee, which date shall not be less than ten (10) days preceding the
effective date of such transaction.

17. Amendment of the Plan. The Board may at any time, and from time
to time, amend this Plan in any respect.

18. Insufficient Shares. In the event that the total number of
shares of Staples Common Stock specified in elections to be purchased under any
Offering plus the number of shares purchased under previous Offerings under this
Plan exceeds the maximum number of shares issuable under this Plan, the Board or
the Committee will allot the shares then available on a pro rata basis. In the
event that the total number of shares of Staples Common Stock specified in
elections to be purchased in any Offering exceeds the maximum number of shares
available for purchase in such Offering (as specified by the Board or the
Committee), the Board or the Committee will allot the shares available on a pro
rata basis or in such other manner as it, in its sole discretion, deems
appropriate.

19. Termination of the Plan. This Plan may be terminated at any time
by the Board. Upon termination of this Plan all amounts in the accounts of
participating employees shall be promptly refunded in local currency or there
may be Payment in Euros.

20. Governmental Regulations. The Company’s obligation to sell and
deliver Staples Common Stock under this Plan is subject to approval of all
applicable governmental authorities required in connection with the
authorization, issuance or sale of such stock.

21. Governing Law. The Plan shall be governed by Massachusetts law
except to the extent that such law is preempted by U.S. federal law or other
applicable law.

22. Issuance of Shares. Shares may be issued upon exercise of an
Option from authorized but unissued Staples Common Stock, from shares held in
the treasury of the Company, or from any other proper source.

23. Notification upon Sale of Shares. Each employee agrees, by
entering the Plan, to promptly give the Company notice of any disposition of
shares purchased under the Plan within such period as the Committee or Board may
require from time to time.

24. Effective Date. The Plan shall take effect on July 1, 2000.

25. Dividends on Shares Purchased under the Plan. Each employee who
enrolls in the Plan agrees, for so long as shares of Staples Common Stock
purchased by the employee at any time under the Plan (the “Purchased Shares”)
are held by the employee in an account with a bank, transfer agent, or other
financial institution designated by the Company to hold the Purchased Shares
(the “Financial Institution”), to (1) participate in the Staples dividend
reinvestment program maintained by the

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Financial Institution (the “DRIP”) such that the employee shall receive, in
lieu of any cash dividend paid or payable by the Company with respect to the
employee’s Purchased Shares that are held in an account with the Financial
Institution (the “Captive Shares”), shares of Staples Common Stock (including
any fractional shares) pursuant to the terms of the DRIP, and (2) allow the
Company to take all reasonably necessary and appropriate actions to ensure that
the amount of any cash dividend paid or payable by the Company with respect to
the employee’s Captive Shares is paid in the form of Staples Common Stock
instead of cash.

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