Good Reason

Good Reason. A termination by you for "Good Reason" will occur whenever any of the following circumstances have taken place, without your written consent within 90 days prior to your Notice of Termination: (i) your position, duties, responsibilities, power, title or office was significantly diminished (a change in your reporting relationship, standing alone, shall not be deemed significant); (ii) your annual base salary was reduced; (iii) you were not allowed to participate in a cash bonus program in a... manner substantially consistent with past practice in light of Staples' financial performance and attainment of your specified goals, your participation in any other material compensation plan (other than any stock option or stock award program which programs are within the full discretion of the Compensation Committee) was substantially reduced, both in terms of the amount of benefits provided and the level of participation relative to other participants; unless such circumstances are fully corrected prior to the Date of Termination specified in your Notice of Termination; (iv) you were not provided with paid vacation or other benefits substantially similar to those enjoyed by you under any of Staples' life insurance, medical, health and accident, or disability plans in which you were participating, or Staples took any action which would directly or indirectly materially reduce any of such benefits or the number of your paid vacation days; unless such circumstances are fully corrected prior to the Date of Termination specified in your Notice of Termination; (v) in the event of a Change in Control, Staples or any person in control of Staples requires you to perform your principal duties in a new location outside a radius of 50 miles from your business location at the time of the Change in Control; or (vi) Staples fails to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 5. Notwithstanding the foregoing, any general reduction of salary or reduction (or elimination) of other compensation, bonus and/or benefits for its officers which are substantially comparable for all such officers (but not occurring within 24 months after a Change of Control) will not be considered "Good Reason." View More

Good Reason. For termination of the Executive's employment with the Company by such Executive shall mean the occurrence (without the Executive's express written consent which specifically references this Agreement) after a Change in Control or during a Potential Change in Control Period (treating all references in paragraphs (I) through (VII) below to a "Change in Control" as references to a "Potential Change in Control"), of any one of the following acts by the Company, or failures by the Company to act,... unless, in the case of any act or failure to act described below, the Company gives notice to the Executive that it will correct, and within 30 days does so correct such act or failure to act View More

Good Reason. (i) a material reduction by the Company in the cash compensation of the Executive as in effect immediately prior to such reduction; (ii) a material reduction by the Company in the kind or level of employee benefits to which the Executive is entitled immediately prior to such reduction with the result that the Executive's overall benefits package is significantly reduced; or (iii) without the Executive's express written consent, the relocation of Executive's principal place of employment to a... facility or a location more than 30 miles from the Executive's then present location. View More

Good Reason. Will mean any of the following conditions arising without the Executive's prior written consent: (i) a material reduction in the Executive's annual base compensation; (ii) a material diminution in the Executive's authority, duties, or responsibilities; or (iii) a requirement that the Executive relocate his principal work location to a location that increases the Executive's one-way commute by more than forty (40) miles; provided, however, that in any case, the Executive must (A)... provide the Company with written notice setting forth with specificity the occurrence of such act or event within thirty (30) days after such act or event first occurs, (B) allow the Company thirty (30) days to cure such act or event from the date it receives such notice, and (C) if the Company does not cure such act or event within such period, the Executive's resignation from all positions he then holds is effective not later than sixty (60) days after the conclusion of such cure period. View More

Good Reason. (i) an assignment to the Executive of material duties or a material reduction of the Executive's duties, either of which results in a significant diminution in the Executive's position or responsibilities in effect immediately prior to the closing date of the Change of Control transaction, or the removal of the Executive from such position and responsibilities; (ii) a material reduction by the Company (or the successor entity in the Change of Control transaction) in the base compensation of the... Executive as in effect immediately prior to such reduction; or (iii) a relocation of the Executive's principal place of employment to a facility or a location more than 40 miles from the Executive's then present location. View More

Good Reason. A termination by Participant of his employment with the Company, by written notice to the Company specifying in reasonable detail the circumstances claimed to provide the basis for such termination, within 30 days following the occurrence, without Participant's written consent, of any of the following events and the failure of the Company to correct the circumstances set forth in Participant's written notice within 30 days of receipt of such notice: (i) the assignment to Participant of duties... or title(s) that are significantly different from, and that result in a substantial diminution of, the duties and titles that he is to assume on the date hereof, (ii) a reduction in the rate of Participant's base salary or formula with respect to Participant's incentive compensation, unless such reduction is implemented in connection with an across the board reduction of the base salaries and incentive compensation of all senior executives of the Company and is not greater than 10% of Participant's base salary or incentive compensation formula, as the case may be, (iii) a material breach of this Agreement by the Company; or (iv) a change in the principal work location of the Participant to a location greater than 50 miles from Participant's primary location with the Company, without the consent of Participant. A corporate reorganization by the Company and/or its Affiliates pursuant to which the Company ceases to exist or Participant's title is changed shall not constitute Good Reason hereunder so long as there is no substantial diminution or significant change in the nature of Participant's duties described herein. View More

Good Reason. The occurrence of any one or more of the following events without a Participant's written consent, unless the Company (or Subsidiary) fully corrects the circumstances constituting Good Reason within thirty (30) days after its receipt of a written notice from Participant specifying the event giving rise to Good Reason, such written notice to be received within ninety (90) days of the first occurrence of such event: (a) a diminution in the nature or status of Participant's position, authority,... title, duties or responsibilities; (b) with respect to a Participant who is in the sales organization of the Company or a Subsidiary and whose pay is directly determined in part by bookings and shipment of product or services, a material increase in Participant's sales quota or material changes in Participant's account responsibilities or sales territory; (c) a reduction in Participant's Base Salary; (d) a reduction in Participant's target bonus; (e) a relocation of Participant's place of employment by more than twenty-five (25) miles from Participant's place of employment immediately prior to such relocation; (f) a failure of the Company to expressly require, in writing, any successor to the Company to assume the Plan; or (g) a material breach by the Company (or a Subsidiary) or its successor, of any material obligation owed to Participant under the Plan or any other written compensation agreement with Participant. View More

Good Reason. Any of the following: (1) the Company materially reduces Executive's then current duties or responsibilities, provided that any change in Executive's title and reporting level within the Controlled Group that results directly from the occurrence of a Change of Control shall not, in and of itself, be sufficient to qualify as Good Reason under this clause (1); or (2) the Company reduces Executive's then current Base Salary; or (3) the Company materially reduces Executive's benefits or rights... under any executive bonus or other incentive compensation plan; or (4) the Company has failed to timely pay Executive any amounts otherwise vested and due, including any bonus, and such failure continues for ten (10) business days following written notice of nonpayment to the Company; (5) the Company has taken action which would adversely affect Executive's participation in, or materially reduce Executive's benefits under any employee benefit plan sponsored and maintained by the Company, except that any reduction, modification or elimination of a benefit shall not be considered under this clause (5) if such reduction, modification or elimination is applied to all similarly situated employees of the Company or to all similarly situated executive employees of the Company; or (6) the Company materially breaches any employment agreement between the Executive and the Company; or (7) the Company requires Executive to relocate more than 50 miles from the location of the Company's offices on the date of this Agreement. Except as expressly provided in clause (4) above, none of the foregoing clauses shall constitute "Good Reason" unless Executive (i) provides the Board written notice of the occurrence of any act(s) or omissions(s) described above that may constitute Good Reason describing the particular act(s) or omission(s) which Executive believes in good faith to constitute Good Reason, (ii) provides the Board an opportunity, within thirty (30) days following delivery of that notice, for the Board to explain or defend the alleged act(s) or omission(s) and to cure such act(s) or omission(s), and (iii) following the expiration of such notice and cure period, determines that such act(s) or omission(s) have not been cured. View More

Good Reason. Unless otherwise defined in an agreement evidencing an Incentive Award, means the occurrence of any of the following in connection with a Change in Control: (i) a substantial diminution in the Participant's authority, duties or responsibilities as in effect prior to the Change in Control, (ii) a reduction by the Company in the Participant's base salary, or an adverse change in the form or timing of the payment thereof, as in effect immediately prior to the Change in Control or as thereafter... increased, or (iii) the Company's requiring the Participant to be based at any office or location that is more than fifty (50) miles further from the office or location thereof immediately preceding the Change in Control; provided, however, Good Reason shall not include any of the circumstances or events described above unless (A) the Participant has first provided written notice of such circumstance or event to the Company or its successor and the Company or such successor has not corrected such circumstance or event within thirty (30) days thereafter; and (B) the Participant has not otherwise consented to the occurrence in writing View More

Good Reason. The Participant having "Good Reason" to voluntarily terminate his employment, as defined in any employment, severance or similar agreement between the Participant and the Company; provided, that in the absence of an employment, severance or similar agreement containing such definition, the Participant shall have Good Reason to voluntarily terminate his or her employment or service following any of the following events unless the Company fully corrects the circumstances giving rise to the event... (provided such circumstances are capable of correction) prior to the date of the Participant's termination: (a) Any material reduction of the Participant's base compensation without the Participant's express written consent; (b) Any material reduction in the Participant's title, authority or duties; or (c) The relocation of the Company's offices at which the Participant is principally employed or provides services to a location a material distance of more than thirty (30) miles from such offices without the Participant's express written consent; or (d) The Company's material breach of its obligations under this Plan. Provided, however, that notwithstanding the foregoing the Participant may not resign his employment with Good Reason unless: (1) the Participant provides the Company with at least thirty (30) days prior written notice of his intent to resign for Good Reason (which notice is provided not later than the 30th day following the occurrence of the event constituting Good Reason and contains reasonable detail regarding the basis for asserting Good Reason) and (2) the Company has not remedied the violation(s) within the thirty (30) day period. Additionally, a Participant's continued employment or service shall not constitute consent to, or a waiver of rights with respect to, any circumstance described above which may give rise to a termination with Good Reason View More