{"id":38830,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employee-stock-purchase-plan-international-employees-staples.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employee-stock-purchase-plan-international-employees-staples","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employee-stock-purchase-plan-international-employees-staples.html","title":{"rendered":"Employee Stock Purchase Plan – International Employees – Staples Inc."},"content":{"rendered":"

STAPLES, INC. <\/strong><\/p>\n

AMENDED AND RESTATED
\nINTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN <\/strong><\/p>\n

\n

The purpose of this Plan is to provide eligible employees of certain non-U.S.
\nsubsidiaries of Staples, Inc. (the “Company”) with opportunities to purchase
\ncommon stock of the Company (“Staples Common Stock”), commencing on July 1,
\n2000. Two million seven hundred seventy five thousand (2,775,000) shares of
\nStaples Common Stock have been approved for this purpose. Employees
\nparticipating in the Plan may elect to purchase shares of Staples Common Stock,
\nsubject to any limitations that may be imposed by the Board of Directors (the
\n“Board”) or the Committee (as defined below).<\/p>\n<\/p>\n

1. Administration.<\/em> The Plan will be administered by the Committee on
\nEmployee Benefit Plans, as constituted pursuant to the terms of the Company’s
\n401(k) Plan (the “Committee”). The Board or the Committee has authority to make
\nrules and regulations for the administration of the Plan and its interpretation
\nand decisions with regard thereto shall be final and conclusive. In connection
\nwith the administration of the Plan, any two of the Chief Executive Officer,
\nPresident, Chief Financial Officer, Treasurer, Secretary or Executive Vice
\nPresident : Human Resources of the Company, acting jointly, by and behalf of the
\nCompany, shall have the authority (a) to negotiate, fix and vary the terms of,
\nand to execute and deliver, contracts, agreements, assignments, concessions,
\nlicenses, options and all other similar instruments, (b) to engage any agents or
\ncontractors, including banks, stock brokers and attorneys, (c) to amend the
\nPlan, and (d) to otherwise do all acts and things necessary or suitable in
\nconnection with the exercise of any of the aforementioned powers; provided, that
\nno such authorization shall extend to any amendment of the plan that increases
\nthe number of shares available for purchase under the Plan.<\/p>\n<\/p>\n

2. Eligibility.<\/em> All employees of any non-U.S., non-Canadian,
\nnon-Netherlands subsidiary of the Company as of July 1, 2000, of any Netherlands
\nsubsidiary as of January 1, 2001, of any Canadian subsidiary as of July 1, 2004
\nand any other subsidiary designated by the Board or the Committee from time to
\ntime (each, a “Subsidiary”), including any Director who is an employee of a
\nSubsidiary, are eligible to participate in any one or more of the offerings of
\nOptions (as defined in Section 9) to purchase Staples Common Stock under the
\nPlan provided that:<\/p>\n<\/p>\n

a. they have been employed by the Subsidiary for at least 90 days prior to
\nenrolling in the Plan;<\/p>\n<\/p>\n

b. they are employees of the Subsidiary on the first day of the applicable
\nPlan Period (as defined below); and<\/p>\n<\/p>\n

c. they meet any other requirements imposed from time to time by the Board or
\nthe Committee on employees of one or more Subsidiaries.<\/p>\n<\/p>\n

No employee may be granted an option hereunder if such employee, immediately
\nafter the option is granted, owns 5% or more of the total combined voting power
\nor value of the stock of the Company or any subsidiary. For purposes of the
\npreceding sentence, the attribution rules of Section 424(d) of the U.S. Internal
\nRevenue Code of 1986, as amended (the “Code”), shall apply in determining the
\nstock ownership of an employee, and all stock which the employee has a
\ncontractual right to purchase shall be treated as stock owned by the employee.\n<\/p>\n<\/p>\n

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

1<\/p>\n

\n

\n<\/p>\n

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

4. Participation.<\/em><\/p>\n<\/p>\n

a. Enrollment.<\/em> An employee eligible on the Offering Commencement
\nDate of any Offering may participate in such Offering by enrolling, in such
\nmanner and at such time approved, from time to time, by the Board or the
\nCommittee, prior to the applicable Offering Commencement Date in said Offering.
\nThe enrollment will authorize a regular payroll deduction from the Compensation
\nreceived by the employee during the Plan Period. Unless an employee changes his
\nenrollment in a manner prescribed by the Committee from time to time or
\nwithdraws from the Plan, his deductions and purchases will continue at the same
\nrate for future Offerings under the Plan as long as the Plan remains in effect.
\nThe term “Compensation” shall be defined by the Board or the Committee from time
\nto time, but until modified shall mean regular earnings and sales rewards or
\nother sales-related payments made to sales associates in lieu of commissions,
\nand excluding payments for overtime, incentive compensation, shift premiums,
\nbonuses, contributions to all employee fringe benefit plans (except employee
\ncontributions in lieu of cash earnings pursuant to any “cash or deferred plan”
\nor “cafeteria plan”), allowances and reimbursements, income or gains on the
\nexercise of Company stock options, or stock appreciation rights, and other
\nspecial payments except to the extent that the inclusion of any such item is
\nspecifically approved by the Board.<\/p>\n<\/p>\n

b. Tax Withholding Authorized.<\/em> The enrollment of each employee shall
\nconstitute such participating employee’s authorization of his or her employer,
\nto the extent permitted by applicable law, to deduct from such employee’s
\ncompensation in the relevant month or months (or subsequent months, if
\nappropriate) any amount appropriate for the payment or reimbursement of any tax
\nliability payable by such employee with respect to the grant or exercise of the
\noptions hereunder, or the sale of any stock acquired through the exercise of
\nsuch option.<\/p>\n<\/p>\n

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

The Board or the Committee may permit direct contributions by eligible
\nemployees of a Subsidiary instead of payroll deductions if it determines such
\naction to be advisable, and on such terms as it deems advisable. In the event
\nthat such direct contributions are permitted, the Board or Committee may modify
\nother terms of this Plan to reflect such direct contributions.<\/p>\n<\/p>\n

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

2<\/p>\n

\n

\n<\/p>\n

exceeds $25,000 of the Fair Market Value (as defined below) of Staples Common
\nStock (determined at the Offering Commencement Date of the Plan Period) for each
\ncalendar year in which the Option is outstanding at any time. Options granted
\nduring any Plan Period to all officers and Directors of the Company shall not
\nequal or exceed fifty percent (50%) of the total Options granted during such
\nPlan Period.<\/p>\n<\/p>\n

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

7. Interest.<\/em> Interest will not be paid on any employee accounts.\n<\/p>\n<\/p>\n

8. Withdrawal of Funds.<\/em> An employee may at any time up to such
\ndeadline as may be established by the Board or the Committee, which deadline
\nshall be prior to the close of business on the last business day in a Plan
\nPeriod, and for any reason, permanently draw out the balance accumulated in the
\nemployee’s account (which will be paid in the local currency or, at the
\ndiscretion of the Board or the Committee, there may be Payment in Euros), and
\nthereby withdraw from participation in an Offering. Partial withdrawals are not
\npermitted. The employee may not begin participation again during the remainder
\nof the Plan Period. The employee may participate in any subsequent Offering in
\naccordance with terms and conditions established by the Board or the Committee.\n<\/p>\n<\/p>\n

9. Purchase of Shares.<\/em> On the Offering Commencement Date of each
\nPlan Period, the Company will grant to each eligible employee who is then a
\nparticipant in the Plan an option (“Option”) to purchase on the last day of such
\nPlan Period (the “Exercise Date”), at the Option Price hereinafter provided for,
\nthe largest number of shares of Staples Common Stock (subject to any limits as
\nmay be imposed for such Offering by the Board or the Committee) as does not
\nexceed the number of shares determined by dividing $12,500 by the Fair Market
\nValue (as defined below) of Staples Common Stock on the Offering Commencement
\nDate of such Plan Period; provided that, if the Plan Period is any period other
\nthan six months, then $12,500 shall be adjusted proportionately to reflect the
\nlength of the Plan Period.<\/p>\n<\/p>\n

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

Each employee who continues to be a participant in the Plan on the Exercise
\nDate shall be deemed to have exercised his Option at the Option Price on such
\ndate and shall be deemed to have purchased from the Company the number of shares
\nof Staples Common Stock (including fractional shares calculated up to 5 decimal
\nplaces) reserved for the purpose of the Plan that his accumulated payroll
\ndeductions on such date will pay for, in United States currency as of that date,
\nbut not in excess<\/p>\n<\/p>\n

3<\/p>\n

\n

\n<\/p>\n

of the maximum number determined in the manner set forth above, subject to
\nany limits on allocation as may be imposed by the Board or the Committee for
\nsuch Offering.<\/p>\n<\/p>\n

Any balance remaining in an employee’s payroll deduction account at the end
\nof a Plan Period will be automatically refunded to the employee in the local
\ncurrency or there may be Payment in Euros.<\/p>\n<\/p>\n

10. Issuance of Certificates.<\/em> Certificates representing shares of
\nStaples Common Stock purchased under the Plan may be issued only in the name of
\nthe employee, in the name of the employee and another person of legal age as
\njoint tenants with rights of survivorship, or (in the Company’s sole discretion)
\nin the name of a brokerage firm, bank or other nominee holder designated by the
\nemployee or in the name of the Plan with appropriate allocation to the
\nparticipating employee. The Company may, in its sole discretion and in
\ncompliance with applicable laws, authorize the use of book entry registration of
\nshares in lieu of issuing stock certificates.<\/p>\n<\/p>\n

11. Rights on Retirement Death or Termination of Employment.<\/em> In the
\nevent of a participating employee’s termination of employment prior to the last
\nbusiness day of a Plan Period, no payroll deduction shall be taken from any pay
\ndue and owing to an employee and the balance in the employee’s account shall be
\npaid to the employee or, in the event of the employee’s death (a) to the
\nexecutor, personal representative, or administrator of the employee’s estate or
\n(b) if no such executor, personal representative, or administrator has been
\nappointed to the knowledge of the Company, to such other person(s) as the
\nCompany may, in its discretion, designate. If, prior to the last business day of
\nthe Plan Period, the designated Subsidiary by which an employee is employed
\nshall cease to be a subsidiary of the Company, or if the employee is transferred
\nto a subsidiary of the Company that is not a Subsidiary, the employee shall be
\ntreated hereunder as a Terminating Employee.<\/p>\n<\/p>\n

12. Optionees Not Stockholders.<\/em> Neither the granting of an Option to
\nan employee nor the deductions from his pay shall constitute such employee a
\nstockholder of the shares of Staples Common Stock covered by an Option under
\nthis Plan until such shares have been purchased by and issued to him or to an
\naccount for his benefit.<\/p>\n<\/p>\n

13. Rights Not Transferable.<\/em> Rights under this Plan are not
\ntransferable by a participating employee other than by will or the laws of
\ndescent and distribution, and are exercisable during the employee’s lifetime
\nonly by the employee.<\/p>\n<\/p>\n

14. Application of Funds.<\/em> To the extent consistent with applicable
\nlaw, all funds received or held by the Company or any Subsidiary under this Plan
\nmay be combined with other corporate funds and may be used for any corporate
\npurpose and moved outside the country in which they are deducted from payroll.\n<\/p>\n<\/p>\n

15. Adjustment in Case of Changes Affecting Staples Common Stock.<\/em>
\nIn the event of a subdivision or combination of outstanding shares of Common
\nStock, or the payment of a dividend of Staples Common Stock, the number of
\nshares approved for this Plan, and the share limitation set forth in Section 9,
\nand the purchase price shall be adjusted proportionately. In the event of any
\nother change affecting Staples Common Stock, such adjustment shall be made as
\nmay be deemed equitable by the Board or the Committee to give proper effect to
\nsuch event.<\/p>\n<\/p>\n

16. Merger.<\/em> If the Company shall at any time merge or consolidate
\nwith another corporation and the holders of the capital stock of the Company
\nimmediately prior to such merger or consolidation continue to hold at least 80%
\nby voting power of the capital stock of the surviving corporation (“Continuity
\nof Control”), the holder of each Option then outstanding will thereafter be
\nentitled to receive at the next Exercise Date upon the exercise of such Option
\nfor each share as to which such Option shall be exercised the securities or
\nproperty which a holder of such shares of Staples Common Stock was entitled to
\nupon and at the time of such merger or consolidation, and the Board or the
\nCommittee shall take such steps in connection with such merger or consolidation
\nas the Board or the Committee shall deem necessary to assure that the provisions
\nof Section 15 shall thereafter be<\/p>\n<\/p>\n

4<\/p>\n

\n

\n<\/p>\n

applicable, as nearly as reasonably may be, in relation to the said
\nsecurities or property as to which such holder of such Option might thereafter
\nbe entitled to receive thereunder.<\/p>\n<\/p>\n

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

17. Amendment of the Plan.<\/em> The Board may at any time, and from time
\nto time, amend this Plan in any respect.<\/p>\n<\/p>\n

18. Insufficient Shares.<\/em> In the event that the total number of
\nshares of Staples Common Stock specified in elections to be purchased under any
\nOffering plus the number of shares purchased under previous Offerings under this
\nPlan exceeds the maximum number of shares issuable under this Plan, the Board or
\nthe Committee will allot the shares then available on a pro rata basis. In the
\nevent that the total number of shares of Staples Common Stock specified in
\nelections to be purchased in any Offering exceeds the maximum number of shares
\navailable for purchase in such Offering (as specified by the Board or the
\nCommittee), the Board or the Committee will allot the shares available on a pro
\nrata basis or in such other manner as it, in its sole discretion, deems
\nappropriate.<\/p>\n<\/p>\n

19. Termination of the Plan.<\/em> This Plan may be terminated at any time
\nby the Board. Upon termination of this Plan all amounts in the accounts of
\nparticipating employees shall be promptly refunded in local currency or there
\nmay be Payment in Euros.<\/p>\n<\/p>\n

20. Governmental Regulations.<\/em> The Company’s obligation to sell and
\ndeliver Staples Common Stock under this Plan is subject to approval of all
\napplicable governmental authorities required in connection with the
\nauthorization, issuance or sale of such stock.<\/p>\n<\/p>\n

21. Governing Law.<\/em> The Plan shall be governed by Massachusetts law
\nexcept to the extent that such law is preempted by U.S. federal law or other
\napplicable law.<\/p>\n<\/p>\n

22. Issuance of Shares.<\/em> Shares may be issued upon exercise of an
\nOption from authorized but unissued Staples Common Stock, from shares held in
\nthe treasury of the Company, or from any other proper source.<\/p>\n<\/p>\n

23. Notification upon Sale of Shares.<\/em> Each employee agrees, by
\nentering the Plan, to promptly give the Company notice of any disposition of
\nshares purchased under the Plan within such period as the Committee or Board may
\nrequire from time to time.<\/p>\n<\/p>\n

24. Effective Date.<\/em> The Plan shall take effect on July 1, 2000.<\/p>\n<\/p>\n

25. Dividends on Shares Purchased under the Plan.<\/em> Each employee who
\nenrolls in the Plan agrees, for so long as shares of Staples Common Stock
\npurchased by the employee at any time under the Plan (the “Purchased Shares”)
\nare held by the employee in an account with a bank, transfer agent, or other
\nfinancial institution designated by the Company to hold the Purchased Shares
\n(the “Financial Institution”), to (1) participate in the Staples dividend
\nreinvestment program maintained by the<\/p>\n<\/p>\n

5<\/p>\n

\n

\n<\/p>\n

Financial Institution (the “DRIP”) such that the employee shall receive, in
\nlieu of any cash dividend paid or payable by the Company with respect to the
\nemployee’s Purchased Shares that are held in an account with the Financial
\nInstitution (the “Captive Shares”), shares of Staples Common Stock (including
\nany fractional shares) pursuant to the terms of the DRIP, and (2) allow the
\nCompany to take all reasonably necessary and appropriate actions to ensure that
\nthe amount of any cash dividend paid or payable by the Company with respect to
\nthe employee’s Captive Shares is paid in the form of Staples Common Stock
\ninstead of cash.<\/p>\n<\/p>\n

6<\/p>\n

\n

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