0001193125-13-445634 Sample Contracts

Contract
Restricted Stock Unit Award Agreement • November 18th, 2013 • Office Depot Inc • Retail-miscellaneous shopping goods stores • Florida

We are pleased to advise you that the Compensation Committee (the “Committee”) of the Board of Directors of Office Depot, Inc. (the “Company”) has on November 12, 2013 (the “Grant Date”) granted you a restricted stock unit award pursuant to the 2003 OfficeMax Incentive and Performance Plan (the “Plan”). Capitalized terms used but not defined in this 2013 Restricted Stock Unit Award Agreement (the “Agreement”) have the meanings given to them in the Plan. This award is subject to federal and local law and the requirements of the New York Stock Exchange.

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Employment Agreement
Employment Agreement • November 18th, 2013 • Office Depot Inc • Retail-miscellaneous shopping goods stores • Florida

This Employment Agreement (the “Agreement”) is made and entered into as of November 12, 2013, by and between Roland Smith (the “Executive”) and Office Depot, Inc., a Delaware corporation (the “Company”).

Contract
Non-Qualified Stock Option Award Agreement • November 18th, 2013 • Office Depot Inc • Retail-miscellaneous shopping goods stores • Florida

We are pleased to advise you that the Compensation Committee (the “Committee”) of the Board of Directors of Office Depot, Inc. (the “Company”) has on November 12, 2013 (the “Grant Date”) granted you a non-qualified stock option award (the “Option”) pursuant to the Office Depot, Inc. 2007 Long-Term Incentive Plan (the “Plan”). Capitalized terms used but not defined in this 2013 Non-Qualified Stock Option Award Agreement (the “Agreement”) have the meanings given to them in the Plan. This award is subject to federal and local law and the requirements of the New York Stock Exchange.

Contract
Performance Share Award Agreement • November 18th, 2013 • Office Depot Inc • Retail-miscellaneous shopping goods stores • Florida

We are pleased to advise you that the Compensation Committee (the “Committee”) of the Board of Directors of Office Depot, Inc. (the “Company”) has on November 12, 2013 (the “Grant Date”) granted you a performance share award pursuant to the 2003 OfficeMax Incentive and Performance Plan (the “Plan”). Capitalized terms used but not defined in this 2013 Performance Share Award Agreement (the “Agreement”) have the meanings given to them in the Plan. This award is subject to federal and local law and the requirements of the New York Stock Exchange.

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