Common use of Conditions for the Award Clause in Contracts

Conditions for the Award. Except as provided in Section 3 below or Articles VI and XI of the Plan, a Cash Payment Amount shall be paid only if all of the following conditions are satisfied: (a) The Participant is, and has continuously been, an employee of the Company beginning with the date of this Agreement and continuing through the Vesting Date. (b) The performance criteria set forth in the accompanying Award Agreement are satisfied during the Performance Period. The Compensation Committee must determine and certify in writing at the end of the Performance Period the extent, if any, to which the performance criteria have been achieved. In making its determination, the Compensation Committee shall adjust the performance criteria proportionately to take into account: (1) Reductions in earnings per share, as compared to the EPS Targets set forth in the Award Agreement for the applicable Performance Period, that the Compensation Committee reasonably determines have resulted from any acquisitions or dispositions of businesses by the Company and/or any of its subsidiaries (the “Consolidated Company”) that are completed during or before the Performance Period but after the date on which the Compensation Committee determines the EPS Targets set forth in the Award Agreement (the “Eligible Period”), including but not limited to the amortization of intangibles and other assets, transaction costs and expenses, and additional dilution resulting from the acquisition or disposition. (2) Reductions in earnings per share, as compared to the EPS Targets set forth in the Award Agreement for the applicable Performance Period, that result directly from amounts that are paid or payable by the Consolidated Company during the applicable Performance Period (1) under any settlement agreement between the Consolidated Company and Soverain Software LLC or any of its affiliates, or (2) in damages or penalties awarded by a court in a final, nonappealable judgment, in each case in connection with the lawsuit originally filed by Soverain Software on June 26, 2009 in the United States District Court for the Eastern District of Texas, including any appeals thereto, and in each case where the settlement or court award occurred during Eligible Period. (3) Changes (whether reductions or increases) in earnings per share, as compared to the EPS Targets set forth in the Award Agreement for the applicable Performance Period, that result directly from amounts that are paid or payable to or by the Consolidated Company during the applicable Performance Period (1) under any agreement that the Consolidated Company or any of its subsidiaries enter into in settlement of a Lawsuit, or (2) in damages or penalties awarded by a court or other governmental agency in final nonappealable judgment of a Lawsuit, in each case where the settlement or award occurred during the Eligible Period. A “Lawsuit” is a lawsuit or similar process for presenting claims for adjudication by any state, federal, national or local court or governmental or regulatory agency in which (a) the Consolidated Company is a party and (b) the aggregate amount of settlement, damages and/or penalties paid or payable to or by the Consolidated Company is $2,000,000 or more. The $2,000,000 threshold applies to each individual Lawsuit, not in the aggregate to all Lawsuits affecting the Performance Period. If the $2,000,000 threshold is reached with respect to the settlement or adjudication of a Lawsuit, then the performance criteria shall be proportionately adjusted to take into account the full amount of the settlement, damages or penalties, not just the amounts over $2,000,000. (4) Any effect of the Company’s changing the basis of its financial statements filed with the US Securities and Exchange Commission (the “SEC” ) from US GAAP to International Financial Reporting Standards or another accounting standard permitted by the SEC for use by registered companies (“New Accounting Standard”). If the EPS Targets are determined in accordance with US GAAP and the Company elects to report its financial results to the SEC in accordance with the New Accounting Standard for a Performance Period, then the Compensation Committee shall reconcile the financial results prepared in accordance with the New Accounting Standard for filing with the SEC to the results that would have been reported for such Performance Period in accordance with US GAAP and determine the extent, if any, to which the performance criteria have been achieved by comparing the EPS Targets set forth in the Award Agreement for the applicable Performance Period to the reconciled US GAAP results for such Performance Period. (c) Cash Payment Amounts shall be paid only in the amounts determined pursuant to the formula provided under the heading “Calculation of Cash Payment Amount” in the Award Agreement. If the applicable EPS Low Target is not achieved during the applicable Performance Period, no Cash Payment Amount shall be paid for such period.

Conditions for the Award. Except as provided in Section Sections 3 below or Articles VI and XI 7, an award of Shares on the Plan, a Cash Payment Amount March 2013 Board Meeting Date shall be paid made, and the shares shall be considered to “vest”, only if all of the following conditions are satisfiedif: (a) The Participant Recipient is, and has continuously been, an employee of the Company of, or a consultant to, Staples (or any Surviving Corporation (as defined below in Section 7(a)) beginning with the date of this Agreement and continuing through the Vesting Date.; and (b) The performance criteria set forth in the accompanying Award Agreement are satisfied Performance Objectives during the Performance PeriodCycle are satisfied. The Compensation Committee Board of Directors, upon recommendation of the Committee, must determine and certify in writing at on the date of its first regularly scheduled meeting following the end of the Performance Period the Cycle (generally in March) whether, and to what extent, if any, to which the performance criteria Performance Objectives have been achieved. The date on which the Board of Directors certifies that the Performance Objectives have been satisfied shall be the “March 2013 Board Meeting Date” for purposes of this Agreement. To determine the number of Shares to be awarded for a Performance Cycle, the Committee will add the amounts earned in relation to the Performance Objectives achieved for each fiscal year within the Performance Cycle and (subject to the other provisions of this Agreement, including Section 2(a), Section 3, Section 7 and Section 8) award such number of Shares in accordance with this Section 2. In making its determination, the Compensation Committee shall may adjust the performance criteria proportionately Performance Objectives to take into account: account accounting changes, certain acquisitions and divestitures and related charges, other special one-time or extraordinary gains and/or losses and other one-time or extraordinary events as permitted under the Plan; provided that the Committee may not adjust the Performance Objectives to take into account foreign currency exchange rate fluctuations, changes in corporate tax rates or recurring store closures consistent with historic patterns (1with widespread, out of the ordinary store closures not being consistent with historic patterns). In measuring the achievement of Performance Objectives for any fiscal year within a Performance Cycle and calculating the number of Shares to be awarded at the end of a Performance Cycle, awards (unless otherwise expressly provided therein) Reductions in earnings per share, as compared to will be linearly interpolated between the EPS Targets percentages set forth in the Award Agreement for the applicable Performance Period, that the Compensation Committee reasonably determines have resulted from any acquisitions or dispositions of businesses SPSA based upon actual results as determined by the Company and/or any of its subsidiaries (the “Consolidated Company”) that are completed during or before the Performance Period but after the date on which the Compensation Committee determines the EPS Targets set forth in the Award Agreement (the “Eligible Period”), including but not limited to the amortization of intangibles and other assets, transaction costs and expenses, and additional dilution resulting from the acquisition or dispositionCommittee. (2) Reductions in earnings per share, as compared to the EPS Targets set forth in the Award Agreement for the applicable Performance Period, that result directly from amounts that are paid or payable by the Consolidated Company during the applicable Performance Period (1) under any settlement agreement between the Consolidated Company and Soverain Software LLC or any of its affiliates, or (2) in damages or penalties awarded by a court in a final, nonappealable judgment, in each case in connection with the lawsuit originally filed by Soverain Software on June 26, 2009 in the United States District Court for the Eastern District of Texas, including any appeals thereto, and in each case where the settlement or court award occurred during Eligible Period. (3) Changes (whether reductions or increases) in earnings per share, as compared to the EPS Targets set forth in the Award Agreement for the applicable Performance Period, that result directly from amounts that are paid or payable to or by the Consolidated Company during the applicable Performance Period (1) under any agreement that the Consolidated Company or any of its subsidiaries enter into in settlement of a Lawsuit, or (2) in damages or penalties awarded by a court or other governmental agency in final nonappealable judgment of a Lawsuit, in each case where the settlement or award occurred during the Eligible Period. A “Lawsuit” is a lawsuit or similar process for presenting claims for adjudication by any state, federal, national or local court or governmental or regulatory agency in which (a) the Consolidated Company is a party and (b) the aggregate amount of settlement, damages and/or penalties paid or payable to or by the Consolidated Company is $2,000,000 or more. The $2,000,000 threshold applies to each individual Lawsuit, not in the aggregate to all Lawsuits affecting the Performance Period. If the $2,000,000 threshold is reached with respect to the settlement or adjudication of a Lawsuit, then the performance criteria shall be proportionately adjusted to take into account the full amount of the settlement, damages or penalties, not just the amounts over $2,000,000. (4) Any effect of the Company’s changing the basis of its financial statements filed with the US Securities and Exchange Commission (the “SEC” ) from US GAAP to International Financial Reporting Standards or another accounting standard permitted by the SEC for use by registered companies (“New Accounting Standard”). If the EPS Targets are determined in accordance with US GAAP and the Company elects to report its financial results to the SEC in accordance with the New Accounting Standard for a Performance Period, then the Compensation Committee shall reconcile the financial results prepared in accordance with the New Accounting Standard for filing with the SEC to the results that would have been reported for such Performance Period in accordance with US GAAP and determine the extent, if any, to which the performance criteria have been achieved by comparing the EPS Targets set forth in the Award Agreement for the applicable Performance Period to the reconciled US GAAP results for such Performance Period. (c) Cash Payment Amounts shall be paid only in the amounts determined pursuant to the formula provided under the heading “Calculation of Cash Payment Amount” in the Award Agreement. If the applicable EPS Low Target is not achieved during the applicable Performance Period, no Cash Payment Amount shall be paid for such period.

Conditions for the Award. Except as provided in Section Sections 3 below or Articles VI and XI 7, an award of Shares on the Plan, a Cash Payment Amount Award Date shall be paid made, and the shares shall be considered to "vest", only if all of the following conditions are satisfiedif: (a) The Participant Recipient is, and has continuously been, an employee of the Company of, or a consultant to, Staples (or any Surviving Corporation (as defined below)) beginning with the date of this Agreement and continuing through the Vesting Date.; and (b) The performance criteria Performance Criteria set forth in the accompanying Performance Share Award Agreement are satisfied during the Performance Period. The Staples Board of Directors, upon recommendation of the Compensation Committee Committee, must determine and certify on the date of its first regularly scheduled meeting in writing at the end of FY 2010 (generally in March) whether, and to what extent, the Performance Period the extent, if any, to which the performance criteria Criteria have been achieved. The date on which the Board of Directors certifies that the Performance Criteria have been satisfied shall be the "Award Date" for purposes of this Agreement. In making its determination, the Compensation Committee shall may adjust the performance criteria proportionately Performance Criteria to take into account: account accounting changes, certain acquisitions and divestitures and related charges, other special one-time or extraordinary gains and/or losses and other one-time or extraordinary events as permitted under the Plan; provided that the Compensation Committee may not adjust the Performance Criteria to take into account foreign currency exchange rate fluctuations, changes in corporate tax rates or recurring store closures consistent with historic patterns (1) Reductions in earnings per sharewith widespread, as compared to out of the EPS Targets ordinary store closures not being consistent with historic patterns). Awards of Shares will be interpolated between the percentages set forth in the Performance Share Award Agreement for under the applicable Performance Period, that the Compensation Committee reasonably determines have resulted from any acquisitions or dispositions of businesses by the Company and/or any of its subsidiaries (the “Consolidated Company”) that are completed during or before the Performance Period but after the date heading "% Target Shares Earned and Awarded" based on which the Compensation Committee determines the EPS Targets set forth in the Award Agreement (the “Eligible Period”), including but not limited to the amortization of intangibles and other assets, transaction costs and expenses, and additional dilution resulting from the acquisition or disposition. (2) Reductions in earnings per share, as compared to the EPS Targets set forth in the Award Agreement for the applicable Performance Period, that result directly from amounts that are paid or payable by the Consolidated Company during the applicable Performance Period (1) under any settlement agreement between the Consolidated Company and Soverain Software LLC or any of its affiliates, or (2) in damages or penalties awarded by a court in a final, nonappealable judgment, in each case in connection with the lawsuit originally filed by Soverain Software on June 26, 2009 in the United States District Court for the Eastern District of Texas, including any appeals thereto, and in each case where the settlement or court award occurred during Eligible Period. (3) Changes (whether reductions or increases) in earnings per share, as compared to the EPS Targets set forth in the Award Agreement for the applicable Performance Period, that result directly from amounts that are paid or payable to or by the Consolidated Company during the applicable Performance Period (1) under any agreement that the Consolidated Company or any of its subsidiaries enter into in settlement of a Lawsuit, or (2) in damages or penalties awarded by a court or other governmental agency in final nonappealable judgment of a Lawsuit, in each case where the settlement or award occurred during the Eligible Period. A “Lawsuit” is a lawsuit or similar process for presenting claims for adjudication by any state, federal, national or local court or governmental or regulatory agency in which (a) the Consolidated Company is a party and (b) the aggregate amount of settlement, damages and/or penalties paid or payable to or by the Consolidated Company is $2,000,000 or more. The $2,000,000 threshold applies to each individual Lawsuit, not in the aggregate to all Lawsuits affecting the Performance Periodactual results. If the $2,000,000 threshold is reached with respect to the settlement or adjudication of a Lawsuit, then the performance criteria shall be proportionately adjusted to take into account the full amount of the settlement, damages or penalties, not just the amounts over $2,000,000. (4) Any effect of the Company’s changing the basis of its financial statements filed with the US Securities and Exchange Commission (the “SEC” ) from US GAAP to International Financial Reporting Standards or another accounting standard permitted by the SEC for use by registered companies (“New Accounting Standard”). If the minimum Threshold FY 2009 EPS Targets are determined in accordance with US GAAP and the Company elects to report its financial results to the SEC in accordance with the New Accounting Standard for a Performance Period, then the Compensation Committee shall reconcile the financial results prepared in accordance with the New Accounting Standard for filing with the SEC to the results that would have been reported for such Performance Period in accordance with US GAAP and determine the extent, if any, to which the performance criteria have been achieved by comparing the EPS Targets set forth in the Award Agreement for the applicable Performance Period to the reconciled US GAAP results for such Performance Period. (c) Cash Payment Amounts shall be paid only in the amounts determined pursuant to the formula provided under the heading “Calculation of Cash Payment Amount” in the Award Agreement. If the applicable EPS Low Target is not achieved during the applicable Performance Period, no Cash Payment Amount shall Shares will be paid for such periodissued or awarded and this Agreement will be of no force or effect.

Conditions for the Award. Except as provided in Section Sections 3 below or Articles VI and XI 8, an award of Shares on the Plan, a Cash Payment Amount Vesting Date shall be paid made only if all of the following conditions are satisfiedif: (a) The Participant Recipient is, and has continuously been, an employee of the Company of, or a consultant to, Staples beginning with the date of this Agreement and continuing through the Vesting Date.; and (b) The performance criteria Performance Criteria set forth in the accompanying Performance Share Award Agreement are satisfied during the Performance Period. The Staples Board of Directors, upon recommendation of the Compensation Committee Committee, must determine and certify on the date of its first regularly scheduled meeting in writing at the end of FY 20__ (generally in March) whether, and to what extent, the Performance Period the extent, if any, to which the performance criteria Criteria have been achieved. The date on which the Board of Directors certifies that the Performance Criteria have been satisfied shall be the “Vesting Date” for purposes of this Agreement. In making its determination, the Compensation Committee shall may adjust the performance criteria proportionately Performance Criteria to take into account: account accounting changes, acquisitions and related charges, and other special one-time or extraordinary gains and/or losses and other one-time or extraordinary events as permitted under the Plan; provided that the Compensation Committee may not adjust the Performance Criteria to take into account foreign currency exchange rate fluctuations, changes in corporate tax rates or recurring store closures consistent with historic patterns (1) Reductions in earnings per sharewith widespread, as compared to out of the EPS Targets ordinary store closures not being consistent with historic patterns). Awards of Shares shall be made only at the percentages set forth in the Performance Share Award Agreement for the applicable Performance Period, that the Compensation Committee reasonably determines have resulted from any acquisitions or dispositions of businesses by the Company and/or any of its subsidiaries (the “Consolidated Company”) that are completed during or before the Performance Period but after the date on which the Compensation Committee determines the EPS Targets set forth in the Award Agreement (the “Eligible Period”), including but not limited to the amortization of intangibles and other assets, transaction costs and expenses, and additional dilution resulting from the acquisition or disposition. (2) Reductions in earnings per share, as compared to the EPS Targets set forth in the Award Agreement for the applicable Performance Period, that result directly from amounts that are paid or payable by the Consolidated Company during the applicable Performance Period (1) under any settlement agreement between the Consolidated Company and Soverain Software LLC or any of its affiliates, or (2) in damages or penalties awarded by a court in a final, nonappealable judgment, in each case in connection with the lawsuit originally filed by Soverain Software on June 26, 2009 in the United States District Court for the Eastern District of Texas, including any appeals thereto, and in each case where the settlement or court award occurred during Eligible Period. (3) Changes (whether reductions or increases) in earnings per share, as compared to the EPS Targets set forth in the Award Agreement for the applicable Performance Period, that result directly from amounts that are paid or payable to or by the Consolidated Company during the applicable Performance Period (1) under any agreement that the Consolidated Company or any of its subsidiaries enter into in settlement of a Lawsuit, or (2) in damages or penalties awarded by a court or other governmental agency in final nonappealable judgment of a Lawsuit, in each case where the settlement or award occurred during the Eligible Period. A “Lawsuit” is a lawsuit or similar process for presenting claims for adjudication by any state, federal, national or local court or governmental or regulatory agency in which (a) the Consolidated Company is a party and (b) the aggregate amount of settlement, damages and/or penalties paid or payable to or by the Consolidated Company is $2,000,000 or more. The $2,000,000 threshold applies to each individual Lawsuit, not in the aggregate to all Lawsuits affecting the Performance Period. If the $2,000,000 threshold is reached with respect to the settlement or adjudication of a Lawsuit, then the performance criteria shall be proportionately adjusted to take into account the full amount of the settlement, damages or penalties, not just the amounts over $2,000,000. (4) Any effect of the Company’s changing the basis of its financial statements filed with the US Securities and Exchange Commission (the “SEC” ) from US GAAP to International Financial Reporting Standards or another accounting standard permitted by the SEC for use by registered companies (“New Accounting Standard”). If the EPS Targets are determined in accordance with US GAAP and the Company elects to report its financial results to the SEC in accordance with the New Accounting Standard for a Performance Period, then the Compensation Committee shall reconcile the financial results prepared in accordance with the New Accounting Standard for filing with the SEC to the results that would have been reported for such Performance Period in accordance with US GAAP and determine the extent, if any, to which the performance criteria have been achieved by comparing the EPS Targets set forth in the Award Agreement for the applicable Performance Period to the reconciled US GAAP results for such Performance Period. (c) Cash Payment Amounts shall be paid only in the amounts determined pursuant to the formula provided under the heading “Calculation % Target Shares Earned”; there will be no pro-rata issuances of Cash Payment Amount” in the Award AgreementShares for achievement of other FY 20__ – FY 20__ Cumulative RONA Dollar amounts. If the applicable EPS Low Target minimum Threshold FY 20__ – FY 20__ Cumulative RONA Dollars is not achieved during the applicable Performance Period, no Cash Payment Amount shall Shares will be paid for such periodissued and this Agreement will be of no force or effect.

Conditions for the Award. Except as provided in Section 3 below or Articles VI and XI of the Plan, a Cash Payment Amount shall be paid only if all of the following conditions are satisfied: (a) The Participant is, and has continuously been, an employee of the Company beginning with the date of this Agreement and continuing through the Vesting Date. (b) The performance criteria set forth in the accompanying Award Agreement are satisfied during the Performance Period. The Compensation Committee must determine and certify in writing at the end of the Performance Period the extent, if any, to which the performance criteria have been achieved. In making its determination, the Compensation Committee shall adjust the performance criteria proportionately to take into account: (1) Reductions in earnings per share, as compared to the EPS Targets set forth in the Award Agreement for the applicable Performance Period, that the Compensation Committee reasonably determines have resulted from any acquisitions or dispositions of businesses by the Company and/or any of its subsidiaries (the “Consolidated Company”) that are completed during or before the Performance Period but after the date on which the Compensation Committee determines the EPS Targets set forth in the Award Agreement (the “Eligible Period”), including but not limited to the amortization of intangibles and other assets, transaction costs and expenses, and additional dilution resulting from the acquisition or disposition. (2) Reductions in earnings per share, as compared to the EPS Targets set forth in the Award Agreement for the applicable Performance Period, that result directly from amounts that are paid or payable by the Consolidated Company during the applicable Performance Period (1) under any settlement agreement between the Consolidated Company and Soverain Software LLC or any of its affiliates, or (2) in damages or penalties awarded by a court in a final, nonappealable judgment, in each case in connection with the lawsuit originally filed by Soverain Software on June 26, 2009 in the United States District Court for the Eastern District of Texas, including any appeals thereto, and in each case where the settlement or court award occurred during Eligible Period. (3) Changes (whether reductions or increases) in earnings per share, as compared to the EPS Targets set forth in the Award Agreement for the applicable Performance Period, that result directly from amounts that are paid or payable to or by the Consolidated Company during the applicable Performance Period (1) under any agreement that the Consolidated Company or any of its subsidiaries enter into in settlement of a Lawsuit, or (2) in damages or penalties awarded by a court or other governmental agency in final nonappealable judgment of a Lawsuit, in each case where the settlement or award occurred during the Eligible Period. A “Lawsuit” is a lawsuit or similar process for presenting claims for adjudication by any state, federal, national or local court or governmental or regulatory agency in which (a) the Consolidated Company is a party and (b) the aggregate amount of settlement, damages and/or penalties paid or payable to or by the Consolidated Company is $2,000,000 or more. The $2,000,000 threshold applies to each individual Lawsuit, not in the aggregate to all Lawsuits affecting the Performance Period. If the $2,000,000 threshold is reached with respect to the settlement or adjudication of a Lawsuit, then the performance criteria shall be proportionately adjusted to take into account the full amount of the settlement, damages or penalties, not just the amounts over $2,000,000. (4) Any effect of the Company’s changing the basis of its financial statements filed with the US Securities and Exchange Commission (the “SEC” ) from US GAAP to International Financial Reporting Standards or another accounting standard permitted by the SEC for use by registered companies (“New Accounting Standard”). If the EPS Targets are determined in accordance with US GAAP and the Company elects to report its financial results to the SEC in accordance with the New Accounting Standard for a Performance Period, then the Compensation Committee shall reconcile the financial results prepared in accordance with the New Accounting Standard for filing with the SEC to the results that would have been reported for such Performance Period in accordance with US GAAP and determine the extent, if any, to which the performance criteria have been achieved by comparing the EPS Targets set forth in the Award Agreement for the applicable Performance Period to the reconciled US GAAP results for such Performance Period. (c) The Cash Payment Amounts Amount shall be paid only in the amounts amount determined pursuant to the formula provided under the heading “Calculation of Cash Payment Amount” in the Award Agreement. If achievement of either the applicable EPS Low Target or Revenue Target is not achieved during below 90% for the applicable Performance Period, no Cash Payment Amount shall be paid for such period.

Conditions for the Award. Except as provided in Section 3 below or Articles VI and XI of the Plan, a Cash Payment Amount shall be paid only if all of the following conditions are satisfied: (a) The Participant is, and has continuously been, an employee of the Company beginning with the date of this Agreement and continuing through the Vesting Date. (b) The performance criteria set forth in the accompanying Award Agreement are satisfied during the Performance Period. The Compensation Committee must determine and certify in writing at the end of the Performance Period the extent, if any, to which the performance criteria have been achieved. In making its determination, the Compensation Committee shall adjust the performance criteria proportionately to take into account: (1) Reductions in earnings per share, as compared to the EPS Targets set forth in the Award Agreement for the applicable Performance Period, that the Compensation Committee reasonably determines have resulted from any dilutive acquisitions or dispositions of businesses or assets by the Company and/or any of its subsidiaries (the “Consolidated Company”) that are completed during or before the Performance Period but after the date on which the Compensation Committee determines the EPS Targets set forth in the Award Agreement (the “Eligible Period”) (each, an “M&A Transaction”), including but provided that the exclusion for each applicable year during the Performance Period shall not limited to exceed the lesser of (i) the total expense from the amortization of intangibles and other assets, transaction costs and expensesfor such year in connection with such M&A transaction, and additional dilution resulting from (ii) such amount that will cause the acquisition or dispositionM&A Transaction to be EPS-neutral for such year after giving effect to such exclusion (in both cases when measured against the plan originally established by the company at the time of the transaction). (2) Reductions in earnings per share, as compared to the EPS Targets set forth in the Award Agreement for the applicable Performance Period, that result directly from amounts that are paid or payable by the Consolidated Company during the applicable Performance Period (1) under any settlement agreement between the Consolidated Company and Soverain Software LLC or any of its affiliates, or (2) in damages or penalties awarded by a court in a final, nonappealable judgment, in each case in connection with the lawsuit originally filed by Soverain Software on June 26, 2009 in the United States District Court for the Eastern District of Texas, including any appeals thereto, and in each case where the settlement or court award occurred during Eligible Period. (3) Changes (whether reductions or increases) in earnings per share, as compared to the EPS Targets set forth in the Award Agreement for the applicable Performance Period, that result directly from amounts that are paid or payable to or by the Consolidated Company during the applicable Performance Period (1) under any agreement that the Consolidated Company or any of its subsidiaries enter into in settlement of a Lawsuit, or (2) in damages or penalties awarded by a court or other governmental agency in final nonappealable judgment of a Lawsuit, in each case where the settlement or award occurred during the Eligible Period. A “Lawsuit” is a lawsuit or similar process for presenting claims for adjudication by any state, federal, national or local court or governmental or regulatory agency in which (a) the Consolidated Company is a party and (b) the aggregate amount of settlement, damages and/or penalties paid or payable to or by the Consolidated Company is $2,000,000 or more. The $2,000,000 threshold applies to each individual Lawsuit, not in the aggregate to all Lawsuits affecting the Performance Period. If the $2,000,000 threshold is reached with respect to the settlement or adjudication of a Lawsuit, then the performance criteria shall be proportionately adjusted to take into account the full amount of the settlement, damages or penalties, not just the amounts over $2,000,000. (4) Any effect of the Company’s changing the basis of its financial statements filed with the US Securities and Exchange Commission (the “SEC” ”) resulting from either (1) a change from US GAAP to International Financial Reporting Standards or another accounting standard permitted by the SEC for use by registered companies or (2) a change to existing US GAAP required to be made in the Performance Period but not contemplated in determining the EPS Targets (collectively the “New Accounting Standard”). If the EPS Targets are determined in accordance with US GAAP and the Company elects or is required to report its financial results to the SEC in accordance with the New Accounting Standard for a Performance Period, then the Compensation Committee shall reconcile the financial results prepared in accordance with the New Accounting Standard for filing with the SEC to the results that would have been reported for such Performance Period in accordance with US GAAP used for the EPS targets and determine the extent, if any, to which the performance criteria have been achieved by comparing the EPS Targets set forth in the Award Agreement for the applicable Performance Period to the reconciled US GAAP results for such Performance Period. (c) The Cash Payment Amounts Amount shall be paid only in the amounts amount determined pursuant to the formula provided under the heading “Calculation of Cash Payment Amount” in the Award Agreement. If achievement of either the applicable EPS Low Target or Revenue Target is not achieved during below 90% for the applicable Performance Period, no Cash Payment Amount shall be paid for such period. (d) Notwithstanding the foregoing, the Compensation Committee may reduce the Cash Payment Amount, including to $0, if the Compensation Committee believes, in its sole discretion, that such a reduction is necessary or appropriate.

Conditions for the Award. Except as provided in Section 3 below or Articles VI and XI of the Plan, a Cash Payment Amount shall be paid only if all of the following conditions are satisfied: (a) The Participant is, and has continuously been, an employee of the Company beginning with the date of this Agreement and continuing through the Vesting Date. (b) The performance criteria set forth in the accompanying Award Agreement are satisfied during the Performance Period. The Compensation Committee must determine and certify in writing at the end of the Performance Period the extent, if any, to which the performance criteria have been achieved. In making its determination, the Compensation Committee shall adjust the performance criteria proportionately to take into account: (1) Reductions in earnings per share, as compared to the EPS Targets set forth in the Award Agreement for the applicable Performance Period, that the Compensation Committee reasonably determines have resulted from any dilutive acquisitions or dispositions of businesses or assets by the Company and/or any of its subsidiaries (the “Consolidated Company”) that are completed during or before the Performance Period but after the date on which the Compensation Committee determines the EPS Targets set forth in the Award Agreement (the “Eligible Period”) (each, an “M&A Transaction”), including but provided that the exclusion for each applicable year during the Performance Period shall not limited to exceed the lesser of (i) the total expense from the amortization of intangibles and other assets, transaction costs and expensesfor such year in connection with such M&A transaction, and additional dilution resulting from (ii) such amount that will cause the acquisition or dispositionM&A Transaction to be EPS-neutral for such year after giving effect to such exclusion (in both cases when measured against the plan originally established by the company at the time of the transaction). (2) Reductions in earnings per share, as compared to the EPS Targets set forth in the Award Agreement for the applicable Performance Period, that result directly from amounts that are paid or payable by the Consolidated Company during the applicable Performance Period (1) under any settlement agreement between the Consolidated Company and Soverain Software LLC or any of its affiliates, or (2) in damages or penalties awarded by a court in a final, nonappealable judgment, in each case in connection with the lawsuit originally filed by Soverain Software on June 26, 2009 in the United States District Court for the Eastern District of Texas, including any appeals thereto, and in each case where the settlement or court award occurred during Eligible Period. (3) Changes (whether reductions or increases) in earnings per share, as compared to the EPS Targets set forth in the Award Agreement for the applicable Performance Period, that result directly from amounts that are paid or payable to or by the Consolidated Company during the applicable Performance Period (1) under any agreement that the Consolidated Company or any of its subsidiaries enter into in settlement of a Lawsuit, or (2) in damages or penalties awarded by a court or other governmental agency in final nonappealable judgment of a Lawsuit, in each case where the settlement or award occurred during the Eligible Period. A “Lawsuit” is a lawsuit or similar process for presenting claims for adjudication by any state, federal, national or local court or governmental or regulatory agency in which (a) the Consolidated Company is a party and (b) the aggregate amount of settlement, damages and/or penalties paid or payable to or by the Consolidated Company is $2,000,000 or more. The $2,000,000 threshold applies to each individual Lawsuit, not in the aggregate to all Lawsuits affecting the Performance Period. If the $2,000,000 threshold is reached with respect to the settlement or adjudication of a Lawsuit, then the performance criteria shall be proportionately adjusted to take into account the full amount of the settlement, damages or penalties, not just the amounts over $2,000,000. (4) Any effect of the Company’s changing the basis of its financial statements filed with the US Securities and Exchange Commission (the “SEC” ”) resulting from either (1) a change from US GAAP to International Financial Reporting Standards or another accounting standard permitted by the SEC for use by registered companies or (2) a change to existing US GAAP required to be made in the Performance Period but not contemplated in determining the EPS Targets (collectively the “New Accounting Standard”). If the EPS Targets are determined in accordance with US GAAP and the Company elects or is required to report its financial results to the SEC in accordance with the New Accounting Standard for a Performance Period, then the Compensation Committee shall reconcile the financial results prepared in accordance with the New Accounting Standard for filing with the SEC to the results that would have been reported for such Performance Period in accordance with US GAAP used for the EPS targets and determine the extent, if any, to which the performance criteria have been achieved by comparing the EPS Targets set forth in the Award Agreement for the applicable Performance Period to the reconciled US GAAP results for such Performance Period. (c) Cash Payment Amounts shall be paid only in the amounts determined pursuant to the formula provided under the heading “Calculation of Cash Payment Amount” in the Award Agreement. If the applicable EPS Low Target is not achieved during the applicable Performance Period, no Cash Payment Amount shall be paid for such period. (d) Notwithstanding the foregoing, the Compensation Committee may reduce any Cash Payment Amount, including to $0, if the Compensation Committee believes, in its sole discretion, that such a reduction is necessary or appropriate.

Conditions for the Award. Except as provided in Section Sections 3 below or Articles VI and XI 8, an award of Shares on the Plan, a Cash Payment Amount Vesting Date shall be paid made only if all of the following conditions are satisfiedif: (a) The Participant Recipient is, and has continuously been, an employee of the Company of, or a consultant to, Staples beginning with the date of this Agreement and continuing through the Vesting Date.; and (b) The performance criteria Performance Criteria set forth in the accompanying Performance Share Award Agreement are satisfied during the Performance Period. The Staples Board of Directors, upon recommendation of the Compensation Committee Committee, must determine and certify on the date of its first regularly scheduled meeting in writing at the end of FY 20 (generally in March) whether, and to what extent, the Performance Period the extent, if any, to which the performance criteria Criteria have been achieved. The date on which the Board of Directors certifies that the Performance Criteria have been satisfied shall be the "Vesting Date" for purposes of this Agreement. In making its determination, the Compensation Committee shall may adjust the performance criteria proportionately Performance Criteria to take into account: account accounting changes, certain acquisitions and divestitures and related charges, other special one-time or extraordinary gains and/or losses and other one-time or extraordinary events as permitted under the Plan; provided that the Compensation Committee may not adjust the Performance Criteria to take into account foreign currency exchange rate fluctuations, changes in corporate tax rates or recurring store closures consistent with historic patterns (1) Reductions in earnings per sharewith widespread, as compared to out of the EPS Targets ordinary store closures not being consistent with historic patterns). Awards of Shares will be interpolated between the percentages set forth in the Performance Share Award Agreement for under the applicable Performance Period, that the Compensation Committee reasonably determines have resulted from any acquisitions or dispositions of businesses by the Company and/or any of its subsidiaries (the “Consolidated Company”) that are completed during or before the Performance Period but after the date heading "% Target Shares Earned" based on which the Compensation Committee determines the EPS Targets set forth in the Award Agreement (the “Eligible Period”), including but not limited to the amortization of intangibles and other assets, transaction costs and expenses, and additional dilution resulting from the acquisition or disposition. (2) Reductions in earnings per share, as compared to the EPS Targets set forth in the Award Agreement for the applicable Performance Period, that result directly from amounts that are paid or payable by the Consolidated Company during the applicable Performance Period (1) under any settlement agreement between the Consolidated Company and Soverain Software LLC or any of its affiliates, or (2) in damages or penalties awarded by a court in a final, nonappealable judgment, in each case in connection with the lawsuit originally filed by Soverain Software on June 26, 2009 in the United States District Court for the Eastern District of Texas, including any appeals thereto, and in each case where the settlement or court award occurred during Eligible Period. (3) Changes (whether reductions or increases) in earnings per share, as compared to the EPS Targets set forth in the Award Agreement for the applicable Performance Period, that result directly from amounts that are paid or payable to or by the Consolidated Company during the applicable Performance Period (1) under any agreement that the Consolidated Company or any of its subsidiaries enter into in settlement of a Lawsuit, or (2) in damages or penalties awarded by a court or other governmental agency in final nonappealable judgment of a Lawsuit, in each case where the settlement or award occurred during the Eligible Period. A “Lawsuit” is a lawsuit or similar process for presenting claims for adjudication by any state, federal, national or local court or governmental or regulatory agency in which (a) the Consolidated Company is a party and (b) the aggregate amount of settlement, damages and/or penalties paid or payable to or by the Consolidated Company is $2,000,000 or more. The $2,000,000 threshold applies to each individual Lawsuit, not in the aggregate to all Lawsuits affecting the Performance Periodactual results. If the $2,000,000 threshold is reached with respect to the settlement or adjudication of a Lawsuit, then the performance criteria shall be proportionately adjusted to take into account the full amount of the settlement, damages or penalties, not just the amounts over $2,000,000. (4) Any effect of the Company’s changing the basis of its financial statements filed with the US Securities and Exchange Commission (the “SEC” ) from US GAAP to International Financial Reporting Standards or another accounting standard permitted by the SEC for use by registered companies (“New Accounting Standard”). If the EPS Targets are determined in accordance with US GAAP and the Company elects to report its financial results to the SEC in accordance with the New Accounting Standard for a minimum Threshold FY 20 —FY 20 Performance Period, then the Compensation Committee shall reconcile the financial results prepared in accordance with the New Accounting Standard for filing with the SEC to the results that would have been reported for such Performance Period in accordance with US GAAP and determine the extent, if any, to which the performance criteria have been achieved by comparing the EPS Targets set forth in the Award Agreement for the applicable Performance Period to the reconciled US GAAP results for such Performance Period. (c) Cash Payment Amounts shall be paid only in the amounts determined pursuant to the formula provided under the heading “Calculation of Cash Payment Amount” in the Award Agreement. If the applicable EPS Low Target Criteria is not achieved during the applicable Performance Period, no Cash Payment Amount shall Shares will be paid for such periodissued and this Agreement will be of no force or effect.

Conditions for the Award. Except as provided in Section Sections 3 below or Articles VI and XI 8, an award of Shares on the Plan, a Cash Payment Amount Vesting Date shall be paid made only if all of the following conditions are satisfiedif: (a) The Participant Recipient is, and has continuously been, an employee of the Company of, or a consultant to, Staples beginning with the date of this Agreement and continuing through the Vesting Date.; and (b) The performance criteria Performance Criteria set forth in the accompanying Performance Share Award Agreement are satisfied during the Performance Period. The Staples Board of Directors, upon recommendation of the Compensation Committee Committee, must determine and certify on the date of its first regularly scheduled meeting in writing at the end of FY 20 (generally in March) whether, and to what extent, the Performance Period the extent, if any, to which the performance criteria Criteria have been achieved. The date on which the Board of Directors certifies that the Performance Criteria have been satisfied shall be the “Vesting Date” for purposes of this Agreement. In making its determination, the Compensation Committee shall may adjust the performance criteria proportionately Performance Criteria to take into account: account accounting changes, acquisitions and related charges, and other special one-time or extraordinary gains and/or losses and other one-time or extraordinary events as permitted under the Plan; provided that the Compensation Committee may not adjust the Performance Criteria to take into account foreign currency exchange rate fluctuations, changes in corporate tax rates or recurring store closures consistent with historic patterns (1) Reductions in earnings per sharewith widespread, as compared to out of the EPS Targets ordinary store closures not being consistent with historic patterns). Awards of Shares shall be made only at the percentages set forth in the Performance Share Award Agreement for the applicable Performance Period, that the Compensation Committee reasonably determines have resulted from any acquisitions or dispositions of businesses by the Company and/or any of its subsidiaries (the “Consolidated Company”) that are completed during or before the Performance Period but after the date on which the Compensation Committee determines the EPS Targets set forth in the Award Agreement (the “Eligible Period”), including but not limited to the amortization of intangibles and other assets, transaction costs and expenses, and additional dilution resulting from the acquisition or disposition. (2) Reductions in earnings per share, as compared to the EPS Targets set forth in the Award Agreement for the applicable Performance Period, that result directly from amounts that are paid or payable by the Consolidated Company during the applicable Performance Period (1) under any settlement agreement between the Consolidated Company and Soverain Software LLC or any of its affiliates, or (2) in damages or penalties awarded by a court in a final, nonappealable judgment, in each case in connection with the lawsuit originally filed by Soverain Software on June 26, 2009 in the United States District Court for the Eastern District of Texas, including any appeals thereto, and in each case where the settlement or court award occurred during Eligible Period. (3) Changes (whether reductions or increases) in earnings per share, as compared to the EPS Targets set forth in the Award Agreement for the applicable Performance Period, that result directly from amounts that are paid or payable to or by the Consolidated Company during the applicable Performance Period (1) under any agreement that the Consolidated Company or any of its subsidiaries enter into in settlement of a Lawsuit, or (2) in damages or penalties awarded by a court or other governmental agency in final nonappealable judgment of a Lawsuit, in each case where the settlement or award occurred during the Eligible Period. A “Lawsuit” is a lawsuit or similar process for presenting claims for adjudication by any state, federal, national or local court or governmental or regulatory agency in which (a) the Consolidated Company is a party and (b) the aggregate amount of settlement, damages and/or penalties paid or payable to or by the Consolidated Company is $2,000,000 or more. The $2,000,000 threshold applies to each individual Lawsuit, not in the aggregate to all Lawsuits affecting the Performance Period. If the $2,000,000 threshold is reached with respect to the settlement or adjudication of a Lawsuit, then the performance criteria shall be proportionately adjusted to take into account the full amount of the settlement, damages or penalties, not just the amounts over $2,000,000. (4) Any effect of the Company’s changing the basis of its financial statements filed with the US Securities and Exchange Commission (the “SEC” ) from US GAAP to International Financial Reporting Standards or another accounting standard permitted by the SEC for use by registered companies (“New Accounting Standard”). If the EPS Targets are determined in accordance with US GAAP and the Company elects to report its financial results to the SEC in accordance with the New Accounting Standard for a Performance Period, then the Compensation Committee shall reconcile the financial results prepared in accordance with the New Accounting Standard for filing with the SEC to the results that would have been reported for such Performance Period in accordance with US GAAP and determine the extent, if any, to which the performance criteria have been achieved by comparing the EPS Targets set forth in the Award Agreement for the applicable Performance Period to the reconciled US GAAP results for such Performance Period. (c) Cash Payment Amounts shall be paid only in the amounts determined pursuant to the formula provided under the heading “Calculation % Target Shares Earned”; there will be no pro-rata issuances of Cash Payment Amount” in the Award AgreementShares for achievement of other FY 20 — FY 20 Cumulative RONA Dollar amounts. If the applicable EPS Low Target minimum Threshold FY 20 — FY 20 Cumulative RONA Dollars is not achieved during the applicable Performance Period, no Cash Payment Amount shall Shares will be paid for such periodissued and this Agreement will be of no force or effect.

Conditions for the Award. Except as provided in Section Sections 3 below or Articles VI and XI 8, an award of Shares on the Plan, a Cash Payment Amount Vesting Date shall be paid made only if all of the following conditions are satisfiedif: (a) The Participant Recipient is, and has continuously been, an employee of the Company of, or a consultant to, Staples beginning with the date of this Agreement and continuing through the Vesting Date.; and (b) The performance criteria Performance Criteria set forth in the accompanying Performance Share Award Agreement are satisfied during the Performance Period. The Staples Board of Directors, upon recommendation of the Compensation Committee Committee, must determine and certify on the date of its first regularly scheduled meeting in writing at the end of FY 2012 (generally in March) whether, and to what extent, the Performance Period the extent, if any, to which the performance criteria Criteria have been achieved. The date on which the Board of Directors certifies that the Performance Criteria have been satisfied shall be the “Vesting Date” for purposes of this Agreement. In making its determination, the Compensation Committee shall may adjust the performance criteria proportionately Performance Criteria to take into account: account accounting changes, certain acquisitions and divestitures and related charges, other special one-time or extraordinary gains and/or losses and other one-time or extraordinary events as permitted under the Plan; provided that the Compensation Committee may not adjust the Performance Criteria to take into account foreign currency exchange rate fluctuations, changes in corporate tax rates or recurring store closures consistent with historic patterns (1) Reductions in earnings per sharewith widespread, as compared to out of the EPS Targets ordinary store closures not being consistent with historic patterns). Awards of Shares will be interpolated between the percentages set forth in the Performance Share Award Agreement for the applicable Performance Period, that the Compensation Committee reasonably determines have resulted from any acquisitions or dispositions of businesses by the Company and/or any of its subsidiaries (the “Consolidated Company”) that are completed during or before the Performance Period but after the date on which the Compensation Committee determines the EPS Targets set forth in the Award Agreement (the “Eligible Period”), including but not limited to the amortization of intangibles and other assets, transaction costs and expenses, and additional dilution resulting from the acquisition or disposition. (2) Reductions in earnings per share, as compared to the EPS Targets set forth in the Award Agreement for the applicable Performance Period, that result directly from amounts that are paid or payable by the Consolidated Company during the applicable Performance Period (1) under any settlement agreement between the Consolidated Company and Soverain Software LLC or any of its affiliates, or (2) in damages or penalties awarded by a court in a final, nonappealable judgment, in each case in connection with the lawsuit originally filed by Soverain Software on June 26, 2009 in the United States District Court for the Eastern District of Texas, including any appeals thereto, and in each case where the settlement or court award occurred during Eligible Period. (3) Changes (whether reductions or increases) in earnings per share, as compared to the EPS Targets set forth in the Award Agreement for the applicable Performance Period, that result directly from amounts that are paid or payable to or by the Consolidated Company during the applicable Performance Period (1) under any agreement that the Consolidated Company or any of its subsidiaries enter into in settlement of a Lawsuit, or (2) in damages or penalties awarded by a court or other governmental agency in final nonappealable judgment of a Lawsuit, in each case where the settlement or award occurred during the Eligible Period. A “Lawsuit” is a lawsuit or similar process for presenting claims for adjudication by any state, federal, national or local court or governmental or regulatory agency in which (a) the Consolidated Company is a party and (b) the aggregate amount of settlement, damages and/or penalties paid or payable to or by the Consolidated Company is $2,000,000 or more. The $2,000,000 threshold applies to each individual Lawsuit, not in the aggregate to all Lawsuits affecting the Performance Period. If the $2,000,000 threshold is reached with respect to the settlement or adjudication of a Lawsuit, then the performance criteria shall be proportionately adjusted to take into account the full amount of the settlement, damages or penalties, not just the amounts over $2,000,000. (4) Any effect of the Company’s changing the basis of its financial statements filed with the US Securities and Exchange Commission (the “SEC” ) from US GAAP to International Financial Reporting Standards or another accounting standard permitted by the SEC for use by registered companies (“New Accounting Standard”). If the EPS Targets are determined in accordance with US GAAP and the Company elects to report its financial results to the SEC in accordance with the New Accounting Standard for a Performance Period, then the Compensation Committee shall reconcile the financial results prepared in accordance with the New Accounting Standard for filing with the SEC to the results that would have been reported for such Performance Period in accordance with US GAAP and determine the extent, if any, to which the performance criteria have been achieved by comparing the EPS Targets set forth in the Award Agreement for the applicable Performance Period to the reconciled US GAAP results for such Performance Period. (c) Cash Payment Amounts shall be paid only in the amounts determined pursuant to the formula provided under the heading “Calculation of Cash Payment Amount% Shares Earned” in the Award Agreementbased on actual results. If the applicable EPS Low Target Minimum Performance Condition is not achieved during the applicable Performance Period, no Cash Payment Amount shall Shares will be paid for such periodissued and this Agreement will be of no force or effect.