0001193125-16-552042 Sample Contracts

OFFICE DEPOT, INC. RETENTION AGREEMENT
Retention Agreement • April 22nd, 2016 • Office Depot Inc • Retail-miscellaneous shopping goods stores • Florida

This Retention Agreement (hereinafter, the “Agreement”), by and between Office Depot, Inc. (the “Company”) and Steven M. Schmidt (“Executive”), is effective as of the date signed by Executive below (the “Effective Date”). Both the Company and Executive are hereinafter individually referred to as a “Party” and jointly referred to as “Parties” in this Agreement.

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Office DEPOT.
Change in Control Agreement • April 22nd, 2016 • Office Depot Inc • Retail-miscellaneous shopping goods stores

Due to the Company’s entry into the Agreement and Plan of Merger by and among the Company, Staples, Inc. and Staples AMS, Inc. dated as of February 4, 2015 (the “Merger Agreement”), it is in the best interest of the Company that you remain in your position with the Company while the transactions described in the Merger Agreement move forward. As a result, the Company hereby amends your CIC Agreement as follows:

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