Vesting Upon Death or Disability or Retirement Clause Samples

Vesting Upon Death or Disability or Retirement. If the Associate (i) dies; (ii) becomes disabled (within the meaning of Section 22(e)(3) of the Code); or (iii) terminates employment on or after the Rule of 65 Qualification Date (defined below), in each case prior to the Vesting Date while he or she is an Eligible Associate, then the Shares shall vest in full. For purposes of this Section 4(c), the “Rule of 65 Qualification Date” shall mean the first Quarterly Measurement Date (defined below) to occur on or after both (A) the Date of Award and (B) the date that the Associate has attained age 55 and the sum of the years of service (as determined by the Board of Directors of Staples) completed by the Associate plus the Associate’s age is greater than or equal to 65. For purposes of this Section 4(c), the “Quarterly Measurement Date” means the sixth Thursday following the end of each fiscal quarter. In addition and subject to Section 11 of this Agreement, on the Eligible Associate’s Rule of 65 Qualification Date, a number of unvested Shares that is sufficient to satisfy the Eligible Associate’s federal, state or local income and employment tax obligations with respect to the Shares that are triggered by virtue of the Eligible Associate satisfying the conditions of the Rule of 65 Qualification Date shall vest in full, provided that Staples may only withhold a number of such vested Shares that is necessary to meet the minimum federal, state or local income and employment tax withholding requirements.