Staples Interim CEO Compensation Adjustment Letter to Shira Goodman (June 2016)

Summary

This letter from Staples outlines the compensation adjustments for Shira Goodman during her appointment as interim Chief Executive Officer, effective June 14, 2016. Goodman will receive her current annual salary of $700,000 plus a monthly stipend of $30,500 for the duration of her interim CEO period. Her annual cash incentive opportunity increases from 85% to 150% of her combined salary and stipend, with actual payouts based on company performance. The letter clarifies that changes to the stipend or incentive at the end of the interim period will not trigger "Good Reason" under her severance agreement.

EX-10.2 3 ex102goodmancompensation.htm EXHIBIT 10.2 Exhibit


Exhibit 10.2
[Staples Letterhead]

Shira Goodman                                     June 15, 2016
40 Montrose Street
Newton, MA 02458

Shira,
Congratulations on your appointment as interim Chief Executive Officer of Staples.
As discussed, your compensation will be adjusted effective June 14, 2016 through the end of your interim CEO period to reflect the increased responsibilities of your new role.
In addition to your present annual salary of $700,000, you will receive a monthly stipend of $30,500 through the end of the interim CEO period.
Your annual cash incentive opportunity will increase from 85% to 150% for the balance of the interim period. The basis of the cash incentive calculation for the balance of the interim period will be current salary plus stipend at 150%. Actual payout will be determined based on company performance in accordance with Staples' Executive Officer Incentive Plan.
For the avoidance of doubt, any reduction of the foregoing stipend or increase at the end of the interim period shall not constitute “Good Reason” as defined and used in your Severance Benefits Agreement with Staples dated as of February 16, 2006 and amended as of December 23, 2008 and June 13, 2016.
On behalf of the Board and Staples shareholders, we wish you continued success in your new role.
Sincerely,
Paul F. Walsh
Chair, Compensation Committee