0000791519-13-000002 Sample Contracts

FORM OF NON-COMPETE AND NON-SOLICITATION AGREEMENT
Non-Compete and Non-Solicitation Agreement • March 6th, 2013 • Staples Inc • Retail-miscellaneous shopping goods stores • Massachusetts

This AGREEMENT is dated as of ________________--____ by and between STAPLES, INC., a Delaware Corporation having offices at 500 Staples Drive, Framingham, Massachusetts 01702 (the “Company,” which term includes any affiliates and subsidiaries), and _______________________ (“Executive”).

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Via Hand Delivery Michael Miles Dear Michael,
Separation Agreement • March 6th, 2013 • Staples Inc • Retail-miscellaneous shopping goods stores • Massachusetts

This Separation Letter Agreement (“Agreement”) sets forth the entire offer by Staples, Inc. with regard to your separation from Staples, Inc. or one of its affiliates (“Staples” or the “Company”). Because your termination constitutes a “Qualified Termination,” as defined in the Amended and Restated Severance Benefits Agreement attached as Appendix A between you and Staples, dated March 13, 2006 and the Amendment to Severance Benefits Agreement dated December 31, 2008, your eligibility for the salary continuation payments and other benefits provided in the Amended and Restated Severance Benefits Agreement is conditioned upon your agreement to the following terms. The Amended and Restated Severance Benefits Agreement amends and restates the Severance Benefits Agreement entered into by the Parties on or about September 22, 2003. After you sign this Agreement and the Affirmation of Separation Agreement that is attached as Appendix B (the “Affirmation”), and contingent upon your compliance

Severance Benefits Agreement
Severance Benefits Agreement • March 6th, 2013 • Staples Inc • Retail-miscellaneous shopping goods stores • Massachusetts

You are or are about to become employed by Staples, Inc. and/or one of its subsidiaries (“Staples”). Staples agrees to provide you with the severance benefits set forth in this letter agreement (the "Agreement") if your employment is terminated under the circumstances described below:

STAPLES, INC. FORM OF PROPRIETARY AND CONFIDENTIAL INFORMATION AGREEMENT
Proprietary and Confidential Information Agreement • March 6th, 2013 • Staples Inc • Retail-miscellaneous shopping goods stores • Massachusetts

I, _____________, (SSN# _ _ _- _ _- _ _ _ _) recognize that Staples, Inc., a Delaware corporation (the "Company", which term includes any affiliates and subsidiaries thereof), is engaged in the distribution and sale of office products, services, supplies, equipment, and furniture.

TRANSITION AGREEMENT
Transition Agreement • March 6th, 2013 • Staples Inc • Retail-miscellaneous shopping goods stores

This Transition Agreement (the “Agreement”) is entered into by and between Staples, Inc. (“Company”) and Michael Miles ("Associate") (collectively, the “Parties”). This Agreement is intended to cover the period of employment from February 3, 2013 through August 3, 2013, during which time Associate will provide services as outlined in Paragraph 2. In consideration of the terms and conditions set forth herein, Company and Associate agree as follows:

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