Outside Directorship Agreement – Staples Inc.

FORM OF OUTSIDE DIRECTORSHIP AGREEMENT

This Agreement, dated[ ] is by and between Staples, Inc., a Delaware
corporation, (“Staples” or the “Company”) and [ ] (the “Executive”).

WHEREAS, Executive serves as an independent director of [ ] . (“Outside
Company”);

WHEREAS, Executive represents and warrants that he has not and will not
attempt to secure any improper personal benefit in connection with his
affiliation with Outside Company, nor will he participate in or influence,
directly or indirectly, any matter affecting any actual or potential business
relationship or transaction between Staples and Outside Company;

WHEREAS, Outside Company has represented that it will indemnify Executive
and/or it has purchased and will maintain insurance to protect Executive against
any expense, liability or loss incurred by him in his capacity as a Director of
Outside Company, or arising out of his status as such; and –

WHEREAS, the CEO or President of Staples, in reliance on such representations
and the promises in this Agreement, has granted approval to Executive to serve
in such capacity;

NOW, THEREFORE, in addition to compensation paid to Executive by the Company
from time to time, the Company has and will provide Executive with other good
and valuable consideration, receipt of which is hereby acknowledged, in exchange
for Executive’s promises as set forth below:

1. Staples and Executive agree that for a period of two years following the
termination date of Executive’s employment with Staples, he will not become
employed by or provide consulting services to Outside Company in any capacity,
except that he may continue to serve as a Director. The parties agree that the
foregoing restriction shall not prevent Executive from providing such services
to Outside Company in the event of a “Qualified Termination” as such term is
defined in the Severance Benefits Agreement between Staples and Executive;

2. Executive agrees that failure to comply with Paragraph 1 cannot be
reasonably or adequately compensated in damages in an action at law and breach
of this provision of this Agreement will cause the Company irreparable damage.
Therefore, in addition to the other remedies which may be available to it, in
law or in equity, the Company shall be entitled to injunctive relief without
bond or other security with respect to any breach of Paragraph 1.

3. The termination of Executive’s employment with Staples shall not affect
the enforceability of this Agreement. Nothing in this Agreement shall be deemed
to imply any obligation of continued employment of Executive by the Company
which employment shall be “at will” unless otherwise specifically agreed in
writing.

4. This Agreement shall be binding upon the legal representatives, heirs,
successors and assigns of the parties hereto. It may not be changed orally, but
only by a writing signed by the party against whom enforcement of any such
change is sought. This Agreement shall be governed by the laws of the
Commonwealth of Massachusetts.

STAPLES	EXECUTIVE
By: _______________________________ Name Title	_____________________________________