{"id":38506,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/amended-stock-incentive-plan-staples-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"amended-stock-incentive-plan-staples-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/amended-stock-incentive-plan-staples-inc.html","title":{"rendered":"Amended Stock Incentive Plan – Staples Inc."},"content":{"rendered":"

UNITED STATES<\/strong><\/p>\n

SECURITIES AND EXCHANGE COMMISSION<\/strong><\/p>\n

WASHINGTON, D.C. 20549<\/strong><\/p>\n

\n

FORM S-8<\/strong><\/p>\n

\n

REGISTRATION STATEMENT UNDER<\/strong><\/p>\n

THE SECURITIES ACT OF 1933<\/strong><\/p>\n

\n

Staples, Inc.<\/strong><\/p>\n

(Exact Name of Registrant as Specified in Its Charter)<\/p>\n

\n\n\n\n
\n

Delaware<\/strong>
\n(State or other jurisdiction of
\nincorporation or organization)<\/p>\n<\/td>\n

<\/td>\n\n

\n<\/td>\n

<\/td>\n\n

04-2896127<\/strong>
\n(I.R.S. Employer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n\n
\n

500 Staples Drive, Framingham, Massachusetts<\/strong>\n<\/p>\n<\/td>\n

<\/td>\n\n

01702<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

(Address of Principal Executive Offices)<\/p>\n<\/td>\n

<\/td>\n\n

(Zip Code)<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Amended and Restated 2004 Stock Incentive Plan, as
\namended<\/strong><\/p>\n

(Full title of the plan)<\/p>\n

\n

John J. Mahoney<\/strong><\/p>\n

Vice Chairman and Chief Financial Officer<\/strong>\n<\/p>\n

Staples, Inc.<\/strong><\/p>\n

500 Staples Drive<\/strong><\/p>\n

Framingham, Massachusetts 01702<\/strong><\/p>\n

(Name and address of agent for service)<\/p>\n

\n

(508) 253-5000<\/strong><\/p>\n

(Telephone number, including area code, of agent for service)\n<\/p>\n

\n

Indicate by check mark whether the registrant is a large accelerated filer,
\nan accelerated filer, a non-accelerated filer, or a smaller reporting company.
\nSee the definitions of “large accelerated filer,” “accelerated filer” and
\n“smaller reporting company” in Rule 12b-2 of the Exchange Act.<\/p>\n<\/p>\n\n\n\n\n\n
\n

Large accelerated filer<\/p>\n<\/td>\n

<\/td>\n\n

x<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

Accelerated filer<\/p>\n<\/td>\n

<\/td>\n\n

o<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Non-accelerated filer<\/p>\n<\/td>\n

<\/td>\n\n

o<\/p>\n<\/td>\n

\n

(Do not check if a smaller reporting company)<\/p>\n<\/td>\n

<\/td>\n\n

Smaller reporting company<\/p>\n<\/td>\n

<\/td>\n\n

o<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

CALCULATION OF REGISTRATION FEE<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Title of Securities to<\/strong>
\n<\/strong>be Registered<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Amount to be<\/strong>
\n<\/strong>Registered(1)<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Proposed<\/strong>
\n<\/strong>Maximum<\/strong>
\n<\/strong>Offering Price Per
\nShare<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Proposed Maximum<\/strong>
\n<\/strong>Aggregate Offering<\/strong>
\n<\/strong>Price<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Amount of<\/strong>
\n<\/strong>Registration Fee<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Staples Common Stock, $0.0006 par value per share<\/p>\n<\/td>\n

<\/td>\n\n

20,000,000<\/p>\n<\/td>\n

\n

(2)<\/p>\n<\/td>\n

\n

$<\/p>\n<\/td>\n

\n

21.42<\/p>\n<\/td>\n

\n

(3)<\/p>\n<\/td>\n

\n

$<\/p>\n<\/td>\n

\n

428,400,000<\/p>\n<\/td>\n

\n

(3)<\/p>\n<\/td>\n

\n

$<\/p>\n<\/td>\n

\n

30,545<\/p>\n<\/td>\n

\n

(3)<\/p>\n<\/td>\n<\/tr>\n

\n

(1)<\/p>\n<\/td>\n

<\/td>\n\n

In accordance with Rule 416 under the Securities Act of 1933, as amended,
\nthis registration statement shall be deemed to cover any additional securities
\nthat may from time to time be offered or issued to prevent dilution resulting
\nfrom stock splits, stock dividends or similar transactions.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

(2)<\/p>\n<\/td>\n

<\/td>\n\n

Consists of 20,000,000 shares issuable under the Amended and Restated 2004
\nStock Incentive Plan, as amended.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

(3)<\/p>\n<\/td>\n

<\/td>\n\n

Estimated solely for the purpose of calculating the registration fee pursuant
\nto Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based
\nupon the average of the high and low prices of Staples153 Common Stock as reported
\non the NASDAQ Global Select Market on June 1, 2010.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

\n

\n

<\/p>\n

This Registration Statement registers additional securities of the same class
\nas other securities for which Registration Nos. 333-116644 filed on June 18,
\n2004, 333-128449 filed on September 20, 2004, and 333-153405 filed on September
\n10, 2008 relating to Staples153 Amended and Restated 2004 Stock Incentive Plan, as
\namended, each remain effective.<\/p>\n<\/p>\n

PART I. INFORMATION REQUIRED IN THE SECTION 10(a)
\nPROSPECTUS<\/strong><\/p>\n

\n

Item 1. Plan Information.<\/strong><\/p>\n<\/p>\n

The information required by Item 1 is included in documents sent or given to
\nparticipants in the plans covered by this Registration Statement pursuant to
\nRule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”).\n<\/p>\n<\/p>\n

Item 2. Registrant Information and Employee Plan Annual
\nInformation.<\/strong><\/p>\n<\/p>\n

The written statement required by Item 2 is included in documents sent or
\ngiven to participants in the plans covered by this Registration Statement
\npursuant to Rule 428(b)(1) of the Securities Act.<\/p>\n<\/p>\n

PART II. INFORMATION REQUIRED IN THE REGISTRATION
\nSTATEMENT<\/strong><\/p>\n

\n

Item 3. Incorporation of Documents by Reference.<\/strong><\/p>\n<\/p>\n

Staples is subject to the informational and reporting requirements of
\nSections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended
\n(the “Exchange Act”), and in accordance therewith files reports, proxy
\nstatements and other information with the Securities and Exchange Commission
\n(the “Commission”). The following documents, which are on file with the
\nCommission, are incorporated in this registration statement by reference:<\/p>\n<\/p>\n

(a) Staples153 latest annual report filed pursuant to Section 13(a) or 15(d) of
\nthe Exchange Act or the latest prospectus filed pursuant to Rule 424(b) under
\nthe Securities Act that contains audited financial statements for Staples153
\nlatest fiscal year for which such statements have been filed.<\/p>\n<\/p>\n

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
\nExchange Act since the end of the fiscal year covered by the document referred
\nto in (a) above.<\/p>\n<\/p>\n

(c) The description of the securities contained in Staples153 registration
\nstatement on Form 8-A filed under the Exchange Act, including any amendment or
\nreport filed for the purpose of updating such description.<\/p>\n<\/p>\n

All documents subsequently filed by Staples pursuant to Sections 13(a),
\n13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
\namendment which indicates that all securities offered hereby have been sold or
\nwhich deregisters all securities then remaining unsold, shall be deemed to be
\nincorporated by reference in this registration statement and to be part hereof
\nfrom the date of the filing of such documents. Any statement contained in a
\ndocument incorporated or deemed to be incorporated by reference herein shall be
\ndeemed to be modified or superseded for the purposes of this registration
\nstatement to the extent that a statement contained herein or in any other
\nsubsequently filed document which also is or is deemed to be incorporated by
\nreference herein modifies or supersedes such statement. Any statement so
\nmodified or superseded shall not be deemed, except as so modified or superseded,
\nto constitute a part of this registration statement.<\/p>\n<\/p>\n

Any documents or information “furnished” and not “filed” in accordance with
\nthe Commission rules shall not be deemed incorporated in this registration
\nstatement.<\/p>\n<\/p>\n

Item 4. Description of Securities<\/strong>.<\/p>\n<\/p>\n

Not applicable.<\/p>\n<\/p>\n

Item 5. Interests of Named Experts and Counsel.<\/strong><\/p>\n<\/p>\n

The validity of the securities has been passed upon by Mark A. Weiss, Esq.,
\nVice President, Assistant General Counsel for Staples. Mr. Weiss is eligible to
\nparticipate in the Amended and Restated 2004 Stock Incentive Plan, as amended,
\nfrom time to time and owns or has rights to acquire an aggregate of less than
\n0.01% of Staples153 Common Stock.<\/p>\n

\n

II-1<\/p>\n

\n

<\/p>\n

Item 6. Indemnification of Directors and Officers.<\/strong><\/p>\n<\/p>\n

Section 102 of the Delaware General Corporation Law allows a corporation to
\neliminate the personal liability of directors of a corporation to the
\ncorporation or its stockholders for monetary damages for a breach of fiduciary
\nduty as a director, except where the director breached his duty of loyalty,
\nfailed to act in good faith, engaged in intentional misconduct or knowingly
\nviolated a law, authorized the payment of a dividend or approved a stock
\nrepurchase in violation of Delaware corporate law or obtained an improper
\npersonal benefit.<\/p>\n<\/p>\n

Section 145 of the Delaware General Corporation Law provides that a
\ncorporation has the power to indemnify a director, officer, employee or agent of
\nthe corporation and certain other persons serving at the request of the
\ncorporation in related capacities against amounts paid and expenses incurred in
\nconnection with an action or proceeding to which he is, or is threatened to be,
\nmade a party by reason of such position, if such person shall have acted in good
\nfaith and in a manner he reasonably believed to be in or not opposed to the best
\ninterests of the corporation, and, in any criminal proceeding, if such person
\nhad no reasonable cause to believe his conduct was unlawful, provided that, in
\nthe case of actions brought by or in the right of the corporation, no
\nindemnification shall be made with respect to any matter as to which such person
\nshall have been adjudged to be liable to the corporation unless and only to the
\nextent that the adjudicating court determines that such indemnification is
\nproper under the circumstances.<\/p>\n<\/p>\n

Staples153 restated certificate of incorporation provides that Staples shall
\nindemnify its directors and officers to the fullest extent permitted by the
\nDelaware General Corporation Law. Staples153 restated certificate of incorporation
\nalso provides that no director shall be liable to Staples or its stockholders
\nfor monetary damages for breach of his fiduciary duty as a director, except for
\nliability (i) for any breach of the director153s duty of loyalty to Staples or its
\nstockholders, (ii) for acts or omissions not in good faith or which involve
\nintentional misconduct or a knowing violation of law, (iii) under Section 174 of
\nthe Delaware General Corporation Law or (iv) for any transaction in which the
\ndirector derived an improper personal benefit.<\/p>\n<\/p>\n

Staples153 amended and restated by-laws contain provisions to the effect that
\neach director and officer of Staples shall be indemnified by Staples against
\nliabilities and expenses in connection with any legal proceedings to which he is
\nor may be made a party or with which he may become involved or threatened by
\nreason of the fact that he is or was, or has agreed to become, a director or
\nofficer of Staples, or is or was serving, or has agreed to serve, at the request
\nof Staples, as a director, officer or trustee of, or in a similar capacity with,
\nanother corporation, partnership, joint venture, trust or other enterprise
\n(including any employee benefit plan). The provisions include indemnification
\nwith respect to matters covered by a settlement. Any such indemnification shall
\nbe made only if any of the following determine that indemnification is proper in
\nthe circumstances because the person seeking indemnification has met the
\napplicable standards of conduct:<\/p>\n<\/p>\n

– the board of directors by a majority vote of a quorum consisting of
\ndisinterested directors;<\/p>\n<\/p>\n

– if a quorum consisting of disinterested directors is not obtainable, a
\nmajority of a committee of two or more disinterested directors;<\/p>\n<\/p>\n

– a majority vote of a quorum of the outstanding shares of stock of all
\nclasses entitled to vote for directors, voting as a single class, consisting of
\nstockholders who are not at that time parties to the action, suit or proceeding
\nin question;<\/p>\n<\/p>\n

– independent legal action; or<\/p>\n<\/p>\n

– a court of competent jurisdiction.<\/p>\n<\/p>\n

It must be determined that the person seeking indemnification acted in good
\nfaith with the reasonable belief that his action was in or not opposed to the
\nbest interests of Staples, and, with respect to any criminal action or
\nproceeding, he had no reasonable cause to believe his conduct was unlawful;
\nexcept that, in the case of actions brought by or in the right of Staples, no
\nindemnification shall be made with respect to any claim, issue or matter as to
\nwhich such person shall have been adjudged to be liable to Staples unless and
\nonly to the extent that the adjudicating court determines despite the
\nadjudication of such liability but in view of all the circumstances of the case,
\nsuch person is fairly and reasonably entitled to indemnity for such expenses
\n(including attorneys153 fees) which the adjudicating court deems proper.<\/p>\n<\/p>\n

Staples153 amended and restated bylaws further provide that to the extent that
\na person has been successful, on the merits or otherwise, in defense of any
\naction, suit or proceeding for which such person is entitled to be indemnified
\nor in defense of any claim, issue or matter therein, or on appeal from any such
\naction, suit or proceeding, he shall be indemnified against all expenses
\n(including attorneys153 fees) actually and reasonably incurred by him or on his
\nbehalf in connection therewith.<\/p>\n

\n

II-2<\/p>\n

\n

<\/p>\n

Staples maintains directors and officers liability insurance for the benefit
\nof its directors and certain officers. In addition, Staples has entered into
\nindemnification agreements with its directors and executive officers. These
\nagreements require, among other matters, that Staples indemnify its directors
\nand officers to the fullest extent provided by law and advance to such directors
\nand executive officers certain expenses, subject to reimbursement if it is
\nsubsequently determined that indemnification is not permitted or if the expenses
\nare covered by the proceeds of insurance. Staples will not indemnify the
\ndirectors and executive officers for an action, suit or proceeding initiated by
\nthe director or executive officer unless approved by the board of directors or
\nif commenced following a change in control.<\/p>\n<\/p>\n

Item 7. Exemption from Registration Claimed.<\/strong><\/p>\n<\/p>\n

Not applicable.<\/p>\n<\/p>\n

Item 8. Exhibits.<\/strong><\/p>\n<\/p>\n

The Exhibit Index immediately preceding the exhibits is incorporated herein
\nby reference.<\/p>\n<\/p>\n

Item 9. Undertakings.<\/strong><\/p>\n<\/p>\n

1. Item 512(a) of Regulation S-K. The undersigned registrant hereby
\nundertakes:<\/p>\n<\/p>\n

(1) To file, during any period in which offers or sales are being made, a
\npost-effective amendment to this registration statement:<\/p>\n<\/p>\n

(i) To include any prospectus required by Section 10(a)(3) of the Securities
\nAct;<\/p>\n<\/p>\n

(ii) To reflect in the prospectus any facts or events arising after the
\neffective date of the registration statement (or the most recent post-effective
\namendment thereof) which, individually or in the aggregate, represent a
\nfundamental change in the information set forth in the registration
\nstatement.<\/strong> Notwithstanding the foregoing, any increase or
\ndecrease in volume of securities offered (if the total dollar value of
\nsecurities offered would not exceed that which was registered) and any deviation
\nfrom the low or high end of the estimated maximum offering range may be
\nreflected in the form of prospectus filed with the SEC pursuant to Rule 424(b)
\nif, in the aggregate, the changes in volume and price represent no more than a
\n20% change in the maximum aggregate offering price set forth in the “Calculation
\nof Registration Fee” table in the effective registration statement; and<\/p>\n<\/p>\n

(iii) To include any material information with respect to the plan of
\ndistribution not previously disclosed in the registration statement or any
\nmaterial change to such information in the registration statement;<\/p>\n<\/p>\n

provided, however, that paragraphs (i) and (ii) do not apply if the
\ninformation required to be included in a post-effective amendment by those
\nparagraphs is contained in periodic reports filed with or furnished to the
\nCommission by Staples pursuant to Section 13 or Section 15(d) of the Exchange
\nAct that are incorporated by reference in the registration statement.<\/p>\n<\/p>\n

(2) That, for the purpose of determining any liability under the Securities
\nAct, each such post-effective amendment shall be deemed to be a new registration
\nstatement relating to the securities offered therein, and the offering of such
\nsecurities at that time shall be deemed to be the initial bona fide offering
\nthereof.<\/p>\n<\/p>\n

(3) To remove from registration by means of a post-effective amendment any of
\nthe securities being registered which remain unsold at the termination of the
\noffering.<\/p>\n<\/p>\n

2. Item 512(b) of Regulation S-K. The undersigned registrant hereby
\nundertakes that, for purposes of determining any liability under the Securities
\nAct, each filing of Staples153 annual report pursuant to Section 13(a) or Section
\n15(d) of the Exchange Act that is incorporated by reference in the registration
\nstatement shall be deemed to be a new registration statement relating to the
\nsecurities offered therein, and the offering of such securities at that time
\nshall be deemed to be the initial bona fide offering thereof.<\/p>\n<\/p>\n

3. Item 512(h) of Regulation S-K. Insofar as indemnification for liabilities
\narising under the Securities Act may be permitted to directors, officers and
\ncontrolling persons of Staples pursuant to the foregoing provisions, or
\notherwise, Staples has been advised that in the opinion of the Commission such
\nindemnification is against public policy as expressed in the Securities Act and
\nis, therefore, unenforceable. In the event that a claim for indemnification
\nagainst such liabilities (other than the payment by Staples of expenses incurred
\nor paid by a director, officer or controlling person of Staples in the
\nsuccessful defense of any action, suit or proceeding) is asserted by such
\ndirector, officer or controlling person in connection with the<\/p>\n

\n

II-3<\/p>\n

\n

<\/p>\n

securities being registered, Staples will, unless in the opinion of its
\ncounsel the matter has been settled by controlling precedent, submit to a court
\nof appropriate jurisdiction the question whether such indemnification by it is
\nagainst public policy as expressed in the Securities Act and will be governed by
\nthe final adjudication of such issue.<\/p>\n

\n

II-4<\/p>\n

\n

<\/p>\n

SIGNATURES<\/strong><\/p>\n

\n

Pursuant to the requirements of the Securities Act of 1933, Staples certifies
\nthat it has reasonable grounds to believe that it meets all of the requirements
\nfor filing on Form S-8 and has duly caused this Registration Statement to be
\nsigned on its behalf by the undersigned, thereunto duly authorized, in
\nFramingham, Massachusetts, on June 7, 2010.<\/p>\n

\n\n\n\n\n\n\n\n\n
<\/td>\n\n

STAPLES, INC.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ RONALD L. SARGENT<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Ronald L. Sargent<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n\n

Chairman and Chief Executive Officer<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

POWER OF ATTORNEY AND SIGNATURES<\/strong><\/p>\n

\n

We, the undersigned officers and directors of Staples, Inc., hereby severally
\nconstitute and appoint Ronald L. Sargent, John J. Mahoney, Kristin A. Campbell
\nand Mark A. Weiss, and each of them singly, our true and lawful attorneys with
\nfull power to them, and each of them singly, to sign for us and in our names in
\nthe capacities indicated below, the registration statement on Form S-8 filed
\nherewith and any and all subsequent amendments to said registration statement,
\nand generally to do all such things in our names and on our behalf in our
\ncapacities as officers and directors to enable Staples, Inc. to comply with the
\nprovisions of the Securities Act of 1933, as amended, and all requirements of
\nthe Securities and Exchange Commission, hereby ratifying and confirming our
\nsignatures as they may be signed by our said attorneys, or any of them, to said
\nregistration statement and any and all amendments thereto.<\/p>\n<\/p>\n

Pursuant to the requirements of the Securities Act of 1933, this Registration
\nStatement has been signed by the following persons in the capacities and on the
\ndates indicated.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

Signature<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Title<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Date<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ RONALD L. SARGENT<\/p>\n<\/td>\n

<\/td>\n\n

Chairman and Chief Executive Officer<\/p>\n<\/td>\n

<\/td>\n\n

June 7, 2010<\/p>\n<\/td>\n<\/tr>\n

\n

Ronald L. Sargent<\/p>\n<\/td>\n

<\/td>\n\n

(Principal executive officer)<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ JOHN J. MAHONEY<\/p>\n<\/td>\n

<\/td>\n\n

Vice Chairman and Chief Financial<\/p>\n<\/td>\n

<\/td>\n\n

June 7, 2010<\/p>\n<\/td>\n<\/tr>\n

\n

John J. Mahoney<\/p>\n<\/td>\n

<\/td>\n\n

Officer (Principal financial officer)<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ CHRISTINE T. KOMOLA<\/p>\n<\/td>\n

<\/td>\n\n

Senior Vice President and Corporate<\/p>\n<\/td>\n

<\/td>\n\n

June 7, 2010<\/p>\n<\/td>\n<\/tr>\n

\n

Christine T. Komola<\/p>\n<\/td>\n

<\/td>\n\n

Controller (Principal accounting officer)<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

II-5<\/p>\n

\n

<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

\/s\/ BASIL L. ANDERSON<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n

<\/td>\n\n

June 7, 2010<\/p>\n<\/td>\n<\/tr>\n

\n

Basil L. Anderson<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ ARTHUR M. BLANK<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n

<\/td>\n\n

June 7, 2010<\/p>\n<\/td>\n<\/tr>\n

\n

Arthur M. Blank<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ MARY ELIZABETH BURTON<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n

<\/td>\n\n

June 7, 2010<\/p>\n<\/td>\n<\/tr>\n

\n

Mary Elizabeth Burton<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ JUSTIN KING<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n

<\/td>\n\n

June 7, 2010<\/p>\n<\/td>\n<\/tr>\n

\n

Justin King<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ CAROL MEYROWITZ<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n

<\/td>\n\n

June 7, 2010<\/p>\n<\/td>\n<\/tr>\n

\n

Carol Meyrowitz<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ ROWLAND T. MORIARTY<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n

<\/td>\n\n

June 7, 2010<\/p>\n<\/td>\n<\/tr>\n

\n

Rowland T. Moriarty<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ ROBERT C. NAKASONE<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n

<\/td>\n\n

June 7, 2010<\/p>\n<\/td>\n<\/tr>\n

\n

Robert C. Nakasone<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ ROBERT E. SULENTIC<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n

<\/td>\n\n

June 7, 2010<\/p>\n<\/td>\n<\/tr>\n

\n

Robert E. Sulentic<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ ELIZABETH A. SMITH<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n

<\/td>\n\n

June 7, 2010<\/p>\n<\/td>\n<\/tr>\n

\n

Elizabeth A. Smith<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ VIJAY VISHWANATH<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n

<\/td>\n\n

June 7, 2010<\/p>\n<\/td>\n<\/tr>\n

\n

Vijay Vishwanath<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

\/s\/ PAUL F. WALSH<\/p>\n<\/td>\n

<\/td>\n\n

Director<\/p>\n<\/td>\n

<\/td>\n\n

June 7, 2010<\/p>\n<\/td>\n<\/tr>\n

\n

Paul F. Walsh<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

II-6<\/p>\n

\n

<\/p>\n

\n

EXHIBIT INDEX<\/strong><\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

Number<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Description<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

4.1(1)<\/p>\n<\/td>\n

<\/td>\n\n

Restated Certificate of Incorporation of Staples, dated September 29, 2008.\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

4.2(2)<\/p>\n<\/td>\n

<\/td>\n\n

Amended and Restated By-Laws of Staples, as amended, dated March 10, 2009.\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

5<\/p>\n<\/td>\n

<\/td>\n\n

Opinion of counsel.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

10.1(3)<\/p>\n<\/td>\n

<\/td>\n\n

Amended and Restated 2004 Stock Incentive Plan, as amended.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

23.1<\/p>\n<\/td>\n

<\/td>\n\n

Consent of counsel (included in Exhibit 5).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

23.2<\/p>\n<\/td>\n

<\/td>\n\n

Consent of Ernst & Young LLP.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

23.3<\/p>\n<\/td>\n

<\/td>\n\n

Consent of PricewaterhouseCoopers Accountants N.V.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

24<\/p>\n<\/td>\n

<\/td>\n\n

Power of attorney (included on the signature pages of this registration
\nstatement).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

(1) Previously filed as Exhibit 3.1 with the Securities and Exchange
\nCommission as Exhibit 3.1 to Staples153 Quarterly Report on Form 10-Q, for the
\nquarter ended November 1, 2008 (File No. 000-17586).<\/p>\n<\/p>\n

(2) Previously filed with the Securities and Exchange Commission as Exhibit
\n3.2 to Staples153 Annual Report on Form 10-K for the fiscal year ended January 31,
\n2009 (File No. 000-17586).<\/p>\n<\/p>\n

(3) Previously filed with the Securities and Exchange Commission as Exhibit
\n10.1 to Staples153 Current Report on Form 8-K filed on June 8, 2010. (File No.
\n000-17586).<\/p>\n

\n

II-7<\/p>\n

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