Non-Management Director Compensation Summary
Effective at the start of fiscal year 2006, as described in detail below, our non-management directors
(“Outside Directors”) will be compensated as follows through a combination of cash payments and equity
1. Cash Retainer:
Each director will receive $12,500 within two business days after each regularly scheduled Board
meeting. The Chair of the Audit Committee will receive an additional $3,750 in connection with each
regularly scheduled Board meeting.
2. Equity Grants for All Outside Directors:
Each director will receive a grant of options to purchase 22,500 shares of Staples common stock upon
his or her initial election to the Board. Each director will also receive grants of options to purchase 4,500
shares of Staples common stock and 600 shares of restricted Staples common stock for each regularly
scheduled meeting day attended, with each director subject to an annual maximum aggregate grant of
options for 22,500 shares of Staples common stock and 3,000 shares of restricted stock. Outside
Directors will receive their equity awards for meeting attendance within two business days after the
relevant meeting date.
3. Equity Grants for the Lead Director/Committee Chairpersons:
The lead director will receive a grant for 1,500 shares of restricted Staples common stock at the end of
each fiscal year. Chairs of the Audit, Compensation, Finance and Nominating and Corporate
Governance Committees will be granted 1,200 shares of restricted Staples common stock at the end of
each fiscal year.
Stock options are granted at an exercise price equal to the fair market value at the time of grant and vest
ratably over four years. The restricted stock grants cliff vest at the end of three years.
Through the end of fiscal year 2005, our Outside Directors are compensated through a combination of cash
payments and equit