Noncompetition, Confidentiality, and Nonsolicitation Agreement – Office Depot Inc.

ASSOCIATE NON-COMPETITION, CONFIDENTIALITY

AND NON-SOLICITATION AGREEMENT

THIS AGREEMENT between Office Depot, Inc., a corporation headquartered in
Florida, (“Office Depot“) and Neil R. Austrian (“Associate“) is
effective as of the Associate153s start date with Office Depot.

For good and valuable consideration provided to Associate, including but not
limited to the compensation and benefits to be paid to Associate, the receipt
and sufficiency of which are hereby acknowledged, Associate agrees as follows:

1. Confidential Information. Associate acknowledges that as a result
of Associate153s employment with Office Depot, Associate has had or may have
access to confidential, proprietary, and/or non-public information concerning
the business or affairs of Office Depot or its subsidiaries, including but not
limited to information concerning customers, vendors, contracts or arrangements
with customers or vendors (including special terms and deals), employees,
marketing plans, business plans, operations, pricing, promotions, and business
strategies and methods (collectively, “Confidential Information“).
Accordingly, both during and after employment with Office Depot (regardless how
it ends), Associate shall not use or disclose to any third party any
Confidential Information for any reason other than as intended within the scope
of Associate153s employment or as approved by Office Depot in writing. Upon
separation of employment for any reason or at any other time upon request of
Office Depot, Associate shall immediately deliver to Office Depot all documents,
materials, and data (and copies thereof), in tangible, electronic, or intangible
form, relating to the business of Office Depot or any of its subsidiaries.

2. Inventions, Patents, and Copyrights. Associate acknowledges that
all inventions, innovations, improvements, developments, methods, designs,
analyses, drawings, reports, and all similar or related information (whether or
not patentable) which relate to Office Depot153s or any of its subsidiaries153
actual or anticipated business, research and development, or existing or future
products or services, and which are conceived, developed, made, or reduced to
practice by Associate, alone or with others, while employed by Office Depot
(collectively, “Work Product“) belong to Office Depot. Associate hereby
assigns to Office Depot all right, title, and interest in and to such Work
Product. Associate shall promptly disclose such Work Product to Office Depot and
perform all actions reasonably requested by Office Depot (whether during or
after employment) to establish and confirm such ownership (including without
limitation the execution of assignments, consents, powers of attorney, and other
instruments). Associate further acknowledges and agrees that all writings and
documentation of any kind produced by Associate in the course of working for
Office Depot are works made for hire (as that term is defined by U.S. Copyright
law) and the property of Office Depot, including without limitation any
copyrights in such writings and documentation. To the extent that any such works
may not, by operation of law or otherwise, be a work made for hire, Associate
hereby assigns to Office Depot all copyright in such works, whether published or
unpublished.

3. Non-Competition.

(a) Definitions.

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“Competitor” means office products stores, retailers, direct business
to business sales providers, or contract/commercial stationers, examples of
which currently include but are not limited to Office Max, Staples, Corporate
Express, P.P.R., Lyreco, W.B. Mason, Impact Office Supplies, and Royal Office
Products; and also includes businesses having a particular product line or
service in competition with an Office Depot product line or service (as long as
Associate153s responsibilities at Office Depot included such product line or
service), examples of which include copy services, shipping services, direct
business sales, internet based sales, or particular product lines at businesses
such as Wal Mart, Target, Best Buy, and FedEx Office; and also includes any
internet or other direct mail or direct marketing company engaged in the sale of
business or office products.

“Non-compete Period” means the period of Associate153s employment with
Office Depot and the greater of six months after Associate153s employment ends
with Office Depot (regardless how it ends) or the period of time following the
end of Associate153s employment during which Office Depot pays severance to
Associate (or if severance is paid in a lump sum, the period of time
corresponding to the amount of salary paid in a lump sum).

“Restricted Area” means that area necessary to protect Office Depot153s
legitimate business needs. Associate acknowledges that Office Depot does
business in all 50 states, Puerto Rico, St. Croix, and other U.S. territories
and has direct competitors in all of these areas. Associate further acknowledges
that Office Depot153s Confidential Information needs to be protected in all 50
states, Puerto Rico, St. Croix, and other U.S. territories. Accordingly, for
those Associates whose job responsibilities and access to Confidential
Information are not limited to a specific geographic area, the Restricted Area
shall include all 50 states, Puerto Rico, St. Croix, and other U.S. territories.
For all other Associates, the Restricted Area shall be within 150 miles of the
location(s) where Associate worked for Office Depot within the two years prior
to the end of employment with Office Depot.

(b) Non-Competition Obligations. Associate acknowledges that in the
course of employment with Office Depot, Associate has and will have access to
and gain knowledge of the trade secrets and other Confidential Information of
Office Depot and its subsidiaries; Associate has or will have substantial
relationships with Office Depot153s and its subsidiaries153 existing and prospective
customers; and/or Associate has or will perform services of special, unique, and
extraordinary value to Office Depot. Therefore, during the Non-compete Period,
Associate shall not anywhere in the Restricted Area: (i) own any interest in,
control, or participate in any Competitor; or (ii) work for, become employed by,
or provide services to (whether as an employee, consultant, independent
contractor, officer, director, or board member) any Competitor where such
position or service is competitive with or otherwise similar to any of
Associate153s positions or services for Office Depot. Nothing shall prohibit
Associate from being a passive owner of not more than 2% of the outstanding
stock of any class of a corporation that is publicly traded so long as Associate
has no active participation in the corporation153s business.

4. Non-Solicitation and Non-Interference. During employment and for 12
months after Associate153s employment ends with Office Depot (regardless how it
ends), Associate shall not directly or indirectly through another person or
entity: (a) induce or solicit any employee of Office Depot or any of its
subsidiaries to leave the employ of Office Depot or such subsidiary or otherwise
interfere with such employee153s relationship with Office Depot or any of its
subsidiaries; provided, however, that nothing shall prohibit Associate from
discharging any employee of Office Depot or such subsidiary as part of
Associate153s regular duties while employed by Office Depot; (b) hire any person
who was an employee of Office Depot or any of

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its subsidiaries during the last six months of Associate153s employment; or (c)
induce or solicit or attempt to influence any Customer, supplier, licensee,
licensor, or franchisee of Office Depot or any of its subsidiaries about whom
Associate has or may have had Confidential Information, or whom Associate, as a
result of his/her employment with Office Depot, contacted, solicited, or called
upon, to (i) cease doing business or change detrimentally its relationship with
Office Depot or such subsidiary, or (ii) provide or purchase goods or services
similar to the goods or services provided by it to or purchased by it from
Office Depot or such subsidiary. “Customer” means any individual, company, or
other entity that has bought, buys, or may purchase or otherwise obtain goods or
obtain services from Office Depot or any of its subsidiaries.

5. Non-Disparagement. Associate shall not during and after employment
make any false or disparaging statement regarding Office Depot or any of its
subsidiaries or its or their business, officers, directors, or employees.

6. Modification. If, at the time of enforcement of any of the
obligations in paragraphs 1 through 5 above, a court shall hold that the
duration, scope, or area restrictions are unreasonable, the parties agree that
the maximum duration, scope, or area reasonable, as determined by the court,
shall be substituted and that the court shall enforce the obligations as
modified. Associate agrees that the obligations in paragraphs 1 through 5 above
are reasonable.

7. Enforcement. In the event of the breach or a threatened breach by
Associate of any of the obligations in paragraphs 1 through 5 above, Office
Depot, in addition to other rights and remedies existing in its favor, may apply
to any court for specific performance, temporary, preliminary, and/or permanent
injunctive relief, or other relief in order to enforce the obligations or
prevent any violations of the obligations. In addition, in the event of an
alleged breach or violation by Associate of the obligations in paragraphs 3 or
4, the Non-compete Period shall be tolled until such breach or violation has
been cured.

8. Associate153s Representations. Associate represents and warrants to
Office Depot that: (a) Associate153s employment with Office Depot and/or the
execution, delivery, and performance of this Agreement by Associate do not and
shall not conflict with, breach, violate, or cause a default under any contract,
agreement, instrument, order, judgment, or decree to which Associate is a party
or by which Associate is bound, (b) Associate is not a party to or bound by any
employment agreement, non-compete agreement, confidentiality agreement, or other
post-employment obligation with any other person or entity that would limit
Associate153s job duties or obligations with Office Depot in any way, and (c) upon
the execution and delivery of this Agreement to Office Depot, this Agreement
shall be the valid and binding obligation of Associate, enforceable in
accordance with its terms. Associate agrees to indemnify and hold harmless
Office Depot and its subsidiaries in the event of any claims against Office
Depot or its subsidiaries by a third party alleging that Associate has, by
virtue of being employed by Office Depot and/or entering into this Agreement,
created a conflict with, breached, violated, or caused a default under any
contract or agreement with, or obligation to, such third party. Office Depot153s
right to indemnification shall include without limitation the right to be
reimbursed by Associate for its attorneys153 fees and costs. Associate further
acknowledges and represents that Associate has had an opportunity to consult
with legal counsel regarding all of the provisions contained in this Agreement
and that Associate fully understands its terms and conditions.

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9. Survival. This Agreement shall survive and continue in full force
in accordance with its terms notwithstanding the separation of Associate153s
employment for any reason. Nothing in this Agreement implies any obligation of
continued employment of Associate by Office Depot, which employment shall be “at
will” unless otherwise specifically agreed in writing.

10. Notices. Any notice provided for in this Agreement shall be in
writing and shall be either personally delivered, or mailed by first class mail,
return receipt requested, to the recipient at the address below indicated:

Notices to Associate: Associate153s last address appearing in the
payroll/personnel records of Office Depot.

Notices to Office Depot:

Office Depot, Inc.

6600 N. Military Trail

Boca Raton, Florida 33496

Attention: Office of the General Counsel

and

Office Depot, Inc.

6600 N. Military Trail

Boca Raton, Florida 33496

Attention: Executive Vice President – Human Resources

or such other address or to the attention of such other person as the
recipient party shall have specified by prior written notice to the sending
party. Any notice under this Agreement shall be deemed to have been given when
so delivered or mailed.

11. Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal, or unenforceable in any jurisdiction (and it is not capable of
modification), it shall be severed and such invalidity, illegality, or
unenforceability shall not affect the enforceability of the provision in any
other jurisdiction, nor shall it affect the enforceability of any other
provision of this Agreement.

12. Complete Agreement. This Agreement is the complete agreement
between the parties and supersedes and preempts any prior understandings,
agreements, or representations between them, whether written or oral, which may
have related to the specific subject matter that is contained in this Agreement.

13. No Strict Construction. The language used in this Agreement is the
language chosen by the parties to express their mutual intent, and no rule of
strict construction shall be applied against any party.

14. Successors and Assigns. This Agreement is intended to inure to the
benefit of and be enforceable by Office Depot and its successors and assigns.
Associate may not assign or delegate Associate153s obligations hereunder without
the prior written consent of Office Depot.

15. Choice of Law; Venue; Waiver of Right to Jury Trial. All issues
and questions concerning the construction, validity, enforcement, and
interpretation of this Agreement shall be governed by, and construed in
accordance with, the laws of the State of Florida, without giving effect to any
choice of law or conflict of law rules or provisions (whether of the State of
Florida or any other jurisdiction) that would cause the application of the laws
of any other jurisdiction. Any

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claim or dispute arising out of or relating to this Agreement, including but
not limited to its legality, interpretation, or enforceability, shall be heard
and determined exclusively by the Circuit Court of the Fifteenth Judicial
Circuit in and for Palm Beach County, Florida, unless federal jurisdiction is
available, in which case the Southern District of Florida, shall have exclusive
jurisdiction to hear and determine such claim or dispute; provided, however,
that such courts shall not have exclusive jurisdiction if Associate153s principal
place of employment is outside of Florida and Associate153s primary duty is direct
sales to customers of Office Depot in a defined territory that does not include
Florida. The parties expressly submit and consent in advance to the jurisdiction
of such courts in any action or suit commenced in such court, and each party
hereby waives any objection that it may have based upon lack of personal
jurisdiction, improper venue or forum non conveniens. IN ANY
SUCH PROCEEDINGS, EACH OF THE PARTIES HEREBY KNOWINGLY AND WILLINGLY WAIVES AND
SURRENDERS SUCH PARTY153S RIGHT TO TRIAL BY JURY AND AGREES THAT SUCH LITIGATION
SHALL BE TRIED TO A JUDGE SITTING ALONE AS THE TRIER OF BOTH FACT AND LAW, IN A
BENCH TRIAL, WITHOUT A JURY.

16. Amendment and Waiver. The provisions of this Agreement may be
amended or waived only with the prior written consent of Office Depot and
Associate, and no course of conduct or failure or delay in enforcing the
provisions of this Agreement shall affect its validity, binding effect, or
enforceability.

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IN WITNESS WHEREOF, Associate has executed this Agreement as of the date
written below.

Associate:

Date: May 23, 2011

/s/ Neil R. Austrian

Signature

Neil R. Austrian

Name (please print)

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