Notice of Award of Restricted Stock and Staples, Inc. Restricted Stock Award Agreement

Exhibit 10.3

In consideration of services rendered to Staples, Inc., you have been awarded shares of Staples, Inc. Common Stock under Staples, Inc.’s Restricted Stock program as follows:

By your acceptance of this Restricted Stock Award, you acknowledge that this award is granted under and governed by the terms and conditions of Staples, Inc.’s Amended and Restated 2004 Stock Incentive Plan (as further amended or restated from time to time) and by the terms and conditions of Staples, Inc.’s Restricted Stock Award Agreement which is attached hereto .

STAPLES, INC.

RESTRICTED STOCK AWARD AGREEMENT
(DIRECTORS)

1.  Award .  In consideration of services rendered, Staples, Inc., a Delaware corporation (“Staples”), hereby awards to the Director named in the Notice of Award, pursuant to Staples’ Amended and Restated 2004 Stock Incentive Plan (the “Plan”), the Total Number of Shares of Common Stock of Staples stated in the Notice of Award (the “Shares”) subject to the terms and conditions of this Restricted Stock Award Agreement and the Plan. 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”).

2. Transferability of Shares .  During the Holding Period described below, the Shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of (whether by operation of law or otherwise) nor shall Shares be subject to execution, attachment or similar process, except that the Shares may be transferred by will or the laws of descent and distribution or, upon notice to Staples, for estate planning purposes to entities that are beneficially owned entirely by family members.  All transferees of the Shares must agree to be governed by all of the terms and conditions of this Agreement.  Upon any sale, transfer, assignment, pledge, hypothecation or other disposition, or any attempt to sell, assign, transfer, pledge, hypothecate or otherwise dispose, of the Shares contrary to the provisions hereof, or upon the levy of any execution, attachment or similar process upon the Shares or such rights, the Shares shall, at the election of Staples, be deemed repurchased by Staples at a repurchase price of zero and all rights with respect to the Shares shall be forfeited to Staples.  In addition, Staples may seek any other legal or equitable remedies available to it, including rights of specific performance.   Staples may refuse to recognize as a shareholder of Staples any purported transferee of or holder of any rights with respect to the Shares and may retain and/or recover all dividends, dividend equivalents and other distributions payable or paid with respect to such Shares.

3.  Holding Period .  Except as otherwise provided in this Agreement, the Holding Period shall begin on the Date of Award and end when the Director ceases to be an Eligible Director (as defined below).

4.  Vesting Date.

(a)  Continuous Relationship with Staples Required.   For purposes of this Agreement, an “Eligible Director” is an individual that is, and has has been at all times since the Date of Award, a director of Staples.

(b)   Vesting; Termination of Relationship with Staples .  If the Director ceases to be an Eligible Director for any reason before the Vesting Date, then, except as provided in paragraph (c) below, the Shares shall be deemed repurchased by Staples at a repurchase price of zero and ownership of all right, title and interest in and to the Shares shall be forfeited and revert to Staples on the date such Director ceases to be an Eligible Director.  If the Director is an Eligible Director on the Vesting Date, the Shares shall no longer be subject to repurchase/forfeiture as provided in this Section 4.  If the Director is on an approved leave of absence, then the Shares shall not be forfeited, and the Holding Period shall not terminate, as a result of such leave of absence, unless and until the Director’s position as a director is ultimately terminated.

(c)  Vesting Upon Death or Disability or Retirement .  If the Director (i) dies; (ii) becomes disabled (within the meaning of Section 22(e)(3) of the Code); or (iii) terminates his or her position as a director of Staples upon or after reaching age 72, in each case prior to the Vesting Date,  while he or she is an Eligible Director, then the Shares shall no longer be subject to repurchase/forfeiture as provided