Exhibit 10.41
Amendment to Severance Benefits
Agreement (Amendment A)
Michael Miles
c/o Staples, Inc.
500 Staples Drive
Framingham, MA 01702
Dear Michael,
You are a party to a Severance
Benefits Agreement (“Agreement”) with
Staples, Inc. and/or one of its subsidiaries
(“Staples”). Under the Agreement, Staples agrees to
provide you with the severance benefits set forth in the Agreement
if your employment is terminated under the circumstances described
in the Agreement.
To avoid certain tax penalties under
the new federal tax law governing deferred compensation (commonly
referred to as Section 409A), you have elected to keep the
definition of “Good Reason” as set forth in your
Agreement, and wait six months following your termination before
receiving any severance payments otherwise payable under the
Agreement should you be among the 50 highest compensated associates
of Staples at the time of your severance.
Specifically, you agree to the
addition of the following language to your Agreement effective
January 1, 2009, which shall otherwise remain in full force
and effect in accordance with its terms:
You and Staples intend that this
Agreement comply with the requirements of Section 409A of the
Internal Revenue Code (“Section 409A”) so that any
payments and benefits provided by the Agreement do not subject you
to penalty taxes and interest imposed for noncompliance with
Section 409A. Accordingly, the following rules shall
apply with respect to the payments and benefits to be provided to
you under this Agreement:
(i)
Each installment of the payments
and benefits provided under this Agreement shall be treated as a
“separate payment” for purposes of Section 409A.
Neither Staples nor you shall have the right to accelerate or defer
the delivery of any such payments or be
