Performance Share Award Agreement

Performance Share Payout Schedule

* Cumulative RONA Dollars are in millions.  For purposes of this Agreement, “Cumulative RONA Dollars” means the cumulative profit generated across the Staples business units in excess of the capital employed during the Performance Period calculated in a manner consistent with the method used by Staples for financial planning purposes; provided that such term specifically excludes Corporate Contingency and any cash held at the Staples, Inc. level.

You understand and agree that this Agreement is being awarded to you in exchange for your execution of a Non-Compete and Non-Solicitation Agreement in a form approved by Staples.

Attachment:  Staples, Inc. PSA20__

STAPLES, INC .

PERFORMANCE SHARE AWARD AGREEMENT – Terms and Conditions

1.               Award .  If all the conditions set forth in this Agreement are satisfied, on the Vesting Date an award of Shares will be made under the Plan to the Recipient named in the accompanying Performance Share Award Agreement.  No Shares will be delivered to the Recipient or transferred into the Recipient’s name until the Vesting Date (except as provided in Section 8), and the Recipient shall have no rights to any Shares or any rights associated with such Shares (such as dividend or voting rights) until the Vesting Date.  Except where the context otherwise requires, the term “Staples” shall include any parent and all present and future subsidiaries of Staples as defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended or replaced from time to time (the “Code”).  Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Performance Share Award Agreement.

2.               Conditions for the Award .   Except as provided in Sections 3 and 8, an award of Shares on the Vesting Date shall be made only if:

(a)                                   The Recipient is, and has continuously been, an employee of, or a consultant to, Staples beginning with the date of this Agreement and continuing through the Vesting Date; and

(b)                                  The 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, must determine and certify on the date of its first regularly scheduled meeting in FY 20__ (generally in March) whether, and to what extent, the Performance 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 may adjust the Performance Criteria to take into 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 (with widespread, out of the 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 under the heading “% Target Shares Earned”; there will be no pro-rata issuances of Shares for achievement of other FY 20__ – FY 20__ Cumulative RONA Dollar amounts.  If the minimum Threshold FY 20__ – FY 20__ Cumulative RONA Dollars is not achieved during the Performance Period, no Shares will be issued and this Agreement will be of no force or effect.

3.               Employment Events Affecting Payment of Award .

(a)                                   Except as provided in Section 3(b) and in Section 8, if the Recipient terminates employment with Staples prior to the Vesting Date, for any reason or no reason, with or without cause, no Shares will be issued and this Agreement will be of no further force or effect.

(b)                                  If the Recipient (i) dies, (ii) becomes disabled (within the meaning of Section 22(e)(3) of the Internal Revenue Code), or (iii) terminates employment after attaining age 55 and at the time of such termination of employment the sum of the years of service (as determined by Staples Board of Directors) completed by the Recipient plus the Recipient’s age is greater than or equal to 65, in each case prior to the Vesting Date, then the Recipient or his estate will nevertheless be awarded on the Vesting Date the number of Shares determined under Section 2(b) hereof as if the Recipient were still employed on the Vesting Date.

(c)                                   If (i) the Recipient’s relationship with Staples is terminated by Staples for Cause (as defined below) or (ii) if the Recipient retires or resigns and Staples determines within six months thereafter that the Recipient’s conduct prior to his retirement or resignation warranted discharge for Cause, or (iii) Staples determines that the Recipient’s conduct after termination of the employment relationship fails to comply with the terms of any non-competition, non-solicitation or confidentiality provision contained in any employment, consulting, advisory, proprietary information, non-competition, non-solicitation or other similar agreement between the Recipient and Staples, then, without lim