Exhibit 10.37
Amendment to Severance Benefits
Agreement (Amendment A)
Ronald L. Sargent
c/o Staples, Inc.
500 Staples Drive
Framingham, MA 01702
Dear Mr. Sargent,
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 expressly waive your right to
receive any Gross-up Payment for any 409A Liability under
Section 3(e)(ii) of this Agreement.
To the extent required by
Section 409A of the Internal Revenue Code
(“Section 409A”), reimbursement by Staples of
expenses incurred due to a tax audit or litigation relating to any
Gross-up Payment shall be made as soon as reasonably practical
following satisfaction of Section 3(e)(v) of this
Agreement, but in no event later than the end of the calendar year
following the calendar year in which the taxes that are the subject
of the audit or litigation are remitted to the taxing authority, or
where as a result of such audit or litigation no taxes are
remitted, the end of the calendar year following the calendar year
in which the audit is completed or there is a final nonappealable
settlement or other resolution of the litigation.
You and Staples intend that this
Agreement comply with the requirements of Section 409A so that
any payments and benefits pr
