Equity Based Employee Benefit Plans

Staples offers its associates share ownership through certain equity based employee benefit plans, including the Amended and Restated 1998 Employee Stock Purchase Plan and the Amended and Restated International Employee Stock Purchase Plan (collectively the "Employee Stock Purchase Plans") and the Amended and Restated 2004 Stock Incentive Plan (the "2004 Plan").

In connection with certain equity based employee benefit plans, Staples included approximately $151.8 million, $146.9 million and $174.7 million in compensation expense for 2011, 2010 and 2009, respectively. The excess income tax benefit related to stock-based compensation was $1.8 million for 2011 and $8.8 million for 2009. There was no excess income tax benefit related to stock-based compensation for 2010. As of January 28, 2012, Staples had $186.5 million of unamortized stock-based compensation costs related to non-qualified stock options, restricted stock and restricted stock units, which will be expensed through August 2015.

Employee Stock Purchase Plans

In December 2011, the Company adopted the 2012 Employee Stock Purchase Plan, subject to shareholder approval, which authorizes a total of up to approximately 15.0 million shares of common stock to be sold to participating employees. Under this plan, participating employees may purchase shares of common stock at 85% of its fair market value at the beginning or end of an offering period, whichever is lower, through payroll deductions in an amount not to exceed 10% of an employee's annual base compensation.

Stock Award Plans

The 2004 Plan was implemented in July 2004 and replaced the amended and restated 1992 Equity Incentive Plan (the "1992 Plan") and the amended and restated 1990 Director Stock Option Plan (the "1990 Plan"). Unexercised options under both the 1992 Plan and the 1990 Plan remain outstanding. Under the 2004 Plan, Staples may issue up to 97.4 million shares of common stock to management and employees using various forms of awards, including, restricted stock and restricted stock units (collectively, "Restricted Shares"), nonqualified stock options and performance shares. The Restricted Shares are restricted in that they are non transferable (i.e. may not be sold until they vest). The nonqualified stock options cannot be exercised until they vest. Vesting of Restricted Shares and nonqualified stock options occurs over different periods depending on the terms of the individual award. Options outstanding under the Company's plans have an exercise price equal to the fair market value of the common stock on the date of grant. Options outstanding are exercisable at various percentages of the total shares subject to the option starting one year after the grant. All options expire ten years after the grant date, subject to earlier termination in the event of employment termination.

Stock Options

Information with respect to stock options granted under the above plans is as follows:



	Number of Shares		Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Term in Years	Aggregate Intrinsic Value (1) (in thousands)
Outstanding at January 29, 2011	44,813,257		$	19.86
Granted	6,086,065		15.90
Exercised	(3,251,293	)	11.31
Canceled	(1,652,681	)	21.27
Outstanding at January 28, 2012	45,995,348		$	19.89	5.35	$	18,713
Exercisable at January 28, 2012	32,768,260		$	20.51	4.11	$	18,103
Vested or expected to vest at January 28, 2012	44,393,242		$	19.94	5.25	$	18,711


(1)	The intrinsic value of the nonqualified stock options is the amount by which the market value of the underlying stock exceeds the exercise price of an option.

The total intrinsic value of options exercised during 2011, 2010 and 2009 were $14.6 million, $24.0 million and $60.8 million, respectively.

The weighted-average fair values of options and employee stock purchase plan shares granted during 2011, 2010 and 2009 were $3.58, $4.75 and $5.57, respectively.

For stock options granted on or after May 1, 2005, the fair value of each award is estimated on the date of grant using a binomial valuation model. The binomial model considers characteristics of fair value option pricing that are not available under the Black-Scholes model. Similar to the Black-Scholes model, the binomial model takes into account variables such as volatility, dividend yield rate and risk free interest rate. However, in addition, the binomial model considers the contractual term of the option, the probability that the option will be exercised prior to the end of its contractual life, and the probability of termination or retirement of the option holder in computing the value of the option. For these reasons, the Company believes that the binomial model provides a fair value that is more representative of actual experience and future expected experience than that value calculated using the Black-Scholes model.

The fair value of options granted in each year was estimated at the date of grant using the following weighted-average assumptions:



	2011		2010		2009
Risk free interest rate	2.1	%	2.3	%	2.1	%
Expected dividend yield	1.4	%	1.3	%	1.1	%
Expected stock volatility	28	%	31	%	35	%
Expected life of options	5.5 years		5.4 years		5.3 years

The expected stock volatility factor was calculated using an average of historical and implied volatility measures to reflect the different periods in the Company's history that would impact the value of the stock options granted to employees. The fair value of stock options is expensed over the applicable vesting period using the straight line method.

Restricted Shares

Beginning in fiscal 2006, the Company began issuing Restricted Shares to employees and directors as part of its regular equity compensation program. All shares underlying awards of Restricted Shares are restricted in that they are not transferable (i.e., they may not be sold) until they vest. Subject to limited exceptions, if the employees who received the Restricted Shares leave Staples prior to the vesting date for any reason, the Restricted Shares will be forfeited and returned to Staples. The fair value of restricted shares is expensed over the applicable vesting period using the straight line method. The following table summarizes the Company's grants of Restricted Shares in 2011:



	Number of Shares		Weighted-Average Grant Date Fair Value Per Share
Nonvested at January 29, 2011	14,271,158		$	20.62
Granted	8,377,845		15.93
Vested	(4,519,697	)	21.72
Canceled	(1,330,044	)	18.78
Nonvested at January 28, 2012	16,799,262		$	18.13

The total market value of Restricted Shares vested during 2011, 2010 and 2009 was $73.3 million, $96.5 million and $94.9 million, respectively.

Performance Shares

In fiscal 2006, the Company began granting performance shares which are restricted stock awards whose underlying shares are paid out and issued to the recipient only if the Company meets minimum performance targets. Some of these awards are subject to additional vesting requirements. For the 2009 performance share awards, payouts were based on 2009 earnings per share performance. The Company met the performance target that was established in 2009 and 0.5 million shares were awarded in March 2010, subject to vesting over a three year period.

In 2010, the Company switched from granting annual performance share awards and introduced a performance based long term cash incentive plan based on meeting minimum performance targets. The expense associated with these 2010 and 2011 awards is reflected as part of selling, general and administrative expense.

Although not a part of the annual grant cycle, in July 2010 the Company granted special performance shares totaling 0.6 million at target at $19.27 per share. These awards will payout only if the Company meets minimum performance objectives, which will be established in each year of a three year performance cycle. One-third of the target award will be applied as a target amount for each of the fiscal years within the performance cycle. No payout will occur until the completion of the three year performance cycle. Any shares that are paid out will also be subject to additional vesting requirements.

For fiscal year 2011 and 2010, 58% and 93% of the target shares were earned based on the extent to which the 2011 and 2010 objective were achieved.

Shares Available for Issuance

At January 28, 2012, 60.7 million shares of common stock were reserved for issuance under Staples' 2004 Plan, 401(k) Plan and employee stock purchase plans.