{"id":40236,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/outside-directorship-agreement-staples-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"outside-directorship-agreement-staples-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/outside-directorship-agreement-staples-inc.html","title":{"rendered":"Outside Directorship Agreement – Staples Inc."},"content":{"rendered":"

FORM OF OUTSIDE DIRECTORSHIP AGREEMENT<\/strong><\/p>\n

\n<\/p>\n

This Agreement, dated[ ] is by and between Staples, Inc., a Delaware
\ncorporation, (“Staples” or the “Company”) and [ ] (the “Executive”).<\/p>\n<\/p>\n<\/p>\n

WHEREAS, Executive serves as an independent director of [ ] . (“Outside
\nCompany”);<\/p>\n<\/p>\n<\/p>\n

WHEREAS, Executive represents and warrants that he has not and will not
\nattempt to secure any improper personal benefit in connection with his
\naffiliation with Outside Company, nor will he participate in or influence,
\ndirectly or indirectly, any matter affecting any actual or potential business
\nrelationship or transaction between Staples and Outside Company;<\/p>\n<\/p>\n<\/p>\n

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

WHEREAS, the CEO or President of Staples, in reliance on such representations
\nand the promises in this Agreement, has granted approval to Executive to serve
\nin such capacity;<\/p>\n<\/p>\n<\/p>\n

NOW, THEREFORE, in addition to compensation paid to Executive by the Company
\nfrom time to time, the Company has and will provide Executive with other good
\nand valuable consideration, receipt of which is hereby acknowledged, in exchange
\nfor Executive’s promises as set forth below:<\/p>\n<\/p>\n<\/p>\n

1. Staples and Executive agree that for a period of two years following the
\ntermination date of Executive’s employment with Staples, he will not become
\nemployed by or provide consulting services to Outside Company in any capacity,
\nexcept that he may continue to serve as a Director. The parties agree that the
\nforegoing restriction shall not prevent Executive from providing such services
\nto Outside Company in the event of a “Qualified Termination” as such term is
\ndefined in the Severance Benefits Agreement between Staples and Executive;<\/p>\n<\/p>\n<\/p>\n

2. Executive agrees that failure to comply with Paragraph 1 cannot be
\nreasonably or adequately compensated in damages in an action at law and breach
\nof this provision of this Agreement will cause the Company irreparable damage.
\nTherefore, in addition to the other remedies which may be available to it, in
\nlaw or in equity, the Company shall be entitled to injunctive relief without
\nbond or other security with respect to any breach of Paragraph 1.<\/p>\n<\/p>\n<\/p>\n

3. The termination of Executive’s employment with Staples shall not affect
\nthe enforceability of this Agreement. Nothing in this Agreement shall be deemed
\nto imply any obligation of continued employment of Executive by the Company
\nwhich employment shall be “at will” unless otherwise specifically agreed in
\nwriting.<\/p>\n<\/p>\n<\/p>\n

4. This Agreement shall be binding upon the legal representatives, heirs,
\nsuccessors and assigns of the parties hereto. It may not be changed orally, but
\nonly by a writing signed by the party against whom enforcement of any such
\nchange is sought. This Agreement shall be governed by the laws of the
\nCommonwealth of Massachusetts.<\/p>\n<\/p>\n<\/p>\n\n\n\n\n\n\n
<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

STAPLES<\/p>\n<\/td>\n

\n

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

\n

By: _______________________________<\/p>\n

Name<\/p>\n

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

\n

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

<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8926],"corporate_contracts_industries":[9501],"corporate_contracts_types":[9539,9549],"class_list":["post-40236","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-staples-inc","corporate_contracts_industries-retail__misc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__noncompetition"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40236","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40236"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40236"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40236"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40236"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}