0001193125-11-148007 Sample Contracts

Change in Control Agreement
Change in Control Agreement • May 23rd, 2011 • Office Depot Inc • Retail-miscellaneous shopping goods stores • Florida

THIS CHANGE IN CONTROL AGREEMENT is made by and between Office Depot, Inc., a Delaware corporation (the “Company”), and Neil R. Austrian (the “Executive”) and is dated as of the date signed by the Executive.

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ASSOCIATE NON-COMPETITION, CONFIDENTIALITY AND NON-SOLICITATION AGREEMENT
And Non-Solicitation Agreement • May 23rd, 2011 • Office Depot Inc • Retail-miscellaneous shopping goods stores • Florida

THIS AGREEMENT between Office Depot, Inc., a corporation headquartered in Florida, (“Office Depot”) and Neil R. Austrian (“Associate”) is effective as of the Associate’s start date with Office Depot.

Contract
2011 Restricted Stock Award Agreement • May 23rd, 2011 • Office Depot Inc • Retail-miscellaneous shopping goods stores • Florida

We are pleased to advise you that the Compensation Committee (the “Committee”) of the Board of Directors of Office Depot, Inc. (the “Company”) has on May 23, 2011 (the “Grant Date”) granted you a stock award pursuant to the Office Depot, Inc. 2007 Long-Term Incentive Plan (the “Plan”). This stock award (your “Award”) consists of shares of the Company’s common stock (“Common Stock”). Capitalized terms used but not defined in this 2011 Stock Award Agreement (the “Agreement”) have the meanings given to them in the Plan. This Award is subject to federal and local law and the requirements of the New York Stock Exchange.

May 23, 2011 Mr. Neil R. Austrian Office Depot, Inc.
Office Depot Inc • May 23rd, 2011 • Retail-miscellaneous shopping goods stores • Florida
Contract
2011 Restricted Stock Award Agreement • May 23rd, 2011 • Office Depot Inc • Retail-miscellaneous shopping goods stores • Florida

We are pleased to advise you that the Compensation Committee (the “Committee”) of the Board of Directors of Office Depot, Inc. (the “Company”) has on May 23, 2011 (the “Grant Date”) granted you a stock award pursuant to the Office Depot, Inc. 2007 Long-Term Incentive Plan (the “Plan”). This stock award (your “Award”) consists of shares of the Company’s common stock (“Common Stock”). Capitalized terms used but not defined in this 2011 Stock Award Agreement (the “Agreement”) have the meanings given to them in the Plan. This Award is subject to federal and local law and the requirements of the New York Stock Exchange.

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