Staples, Inc. Employment Offer Letter to Basil L. Anderson for Vice Chairman Position

Summary

Staples, Inc. offers Basil L. Anderson the position of Vice Chairman, starting September 17, 2001, reporting to Ronald L. Sargent. The agreement outlines an annual salary of $550,000, eligibility for bonuses, stock options, and restricted stock grants, as well as relocation benefits. Anderson must sign several agreements, including non-compete and confidentiality agreements, as a condition of employment. The employment is at-will, meaning either party can end the relationship at any time. The offer also details vesting schedules for stock options and performance-based stock awards.

EX-10.8 9 a2104492zex-10_8.txt EXHIBIT 10.8 Exhibit 10.8 August 13, 2001 Mr. Basil L. Anderson 1140 Queens Rangers Lane Westchester, PA 19382 Dear Basil: It is with great pleasure that I confirm the details of our offer of employment with Staples, Inc. I am confident that you will play an important role in enabling us to meet the challenges of our fast growing company. POSITION: Vice Chairman START DATE: September 17, 2001 REPORTS TO: Ronald L. Sargent SALARY: $550,000 annualized; 45,833.33 monthly BONUS ELIGIBILITY: 60% in accordance with Staples, Inc. Officer and Key Management Plan, prorated based on this position level and your employment during our 2001 Fiscal Year (2/4/01 - 2/2/02). STOCK OPTIONS: Currently, your position is eligible for options to purchase 150,000 shares of Staples, Inc. stock under the terms of the Amended and Restated 1992 Equity Incentive Plan (the Plan). Options will be granted on the first day of the month following your date of hire, provided that you have signed and returned a Non-Compete and Non-Solicitation Agreement, and will be prorated based upon the number of months between your hire date and next July. You will receive a grant package mailed to your home address within two months following your date of hire which explains the details of the plan, including the vesting schedule. Staples, Inc. options vest 25% at the end of the first year following the date of grant and then equally on a monthly basis over the next 36 months. PAGE 2 OF 3 You will be eligible for such future option grants as may be determined from time to time by the Board of Directors. It is the current intention of the Board of Directors to grant such options annually to associates at your level although there can be no assurance that such amount will not be reduced. PARS: Your position is currently eligible for 50,000 shares of Staples Performance Accelerated Restricted Stock (PARS) under our Equity Incentive Plan. The amount of your initial grant will not be prorated based on your hire date. The PARS shall vest at the end of five years, subject to accelerated vesting dependent on the achievement of Staples performance targets. The PARS will be evidenced by a separate agreement embodying these terms. Your PARS grant for 2002 will be guaranteed at 50,000 shares. You will be eligible for future PARS as may be determined from time to time by the Board of Directors. It is the current intention of the Board of Directors to grant 50,000 PARS annually to executives of Staples at your level although there can be no assurance that such amount will not be reduced or eliminated in the future. SIGN ON STOCK OPTIONS: You will receive an additional 350,000 Staples, Inc. non-qualified stock options which will vest 25% at the end of the first year following the date of grant and then equally on a monthly basis over the next 36 months in accordance with Staples, Inc. Equity Incentive Plan. The option price will be set according to the closing share price on the first day of the next calendar month after your date of hire. DIRECTOR OPTIONS AND PARS: You will retain your existing Director Options and PARS. As of your date of hire, you will move to the employee plans for options and PARS. RELOCATION EXPENSE: You will be paid a one time miscellaneous relocation expense payment of $150,000 as well as one year temporary housing payments. Staples will also pay all travel expenses for your spouse when she visits you in the Boston area for one year from your hire date. Gross up will be provided for relocation costs for tax purposes. IDENTIFICATION & EMPLOYMENT ELIGIBILITY: The Immigration and Naturalization Service requires that Staples verify your identity and employment eligibility by completing the INS 1-9 form at the start of employment. To complete this form, Page 3 of 3 you are requires to have specific documentation. A list of documentation options is attached. NON-COMPETE AND NON-SOLICITATION AGREEMENT, PROPRIETARY & CONFIDENTIAL AGREEMENT, SEVERANCE AGREEMENT AND BUSINESS CONDUCT AND ETHICS POLICY: All associates at your level are required, as a condition of employment, to sign the enclosed Non-Compete and Non-Solicitation Agreement, Proprietary and Confidential Agreement, Severance Agreement and Business Conduct & Ethics Policy. Please bring signed documents with you on your first day of work. This offer in no way changes your at-will status which allows either you or Staples, Inc. or a subsidiary to end the employment relationship at any time with or without cause or notice. I hope that you are as excited as I am about your decision. The time ahead should prove to be mutually challenging and rewarding for you and our company. Sincerely, Ronald L. Sargent President and Chief Operating Officer Enclosures: Non-Compete and Non-Solicitation Agreement Proprietary & Confidential Agreement and Business Conduct and Ethics Policy Severance Agreement Equity Incentive Plan Explanation Lists of Acceptable Documents