0001193125-17-022620 Sample Contracts

Contract
Restricted Stock Unit Award Agreement • January 30th, 2017 • 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 granted you a restricted stock unit award pursuant to the Office Depot, Inc. 2015 Long-Term Incentive Plan (the “Plan”). The grant date for your 2016 restricted stock unit grant is [INSERT EFFECTIVE DATE OF EMPLOYMENT AGREEMENT] (the “Grant Date”). Capitalized terms used but not defined in this 2016 Restricted Stock Unit 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 NASDAQ Stock Market LLC.

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Employment Agreement
Employment Agreement • January 30th, 2017 • Office Depot Inc • Retail-miscellaneous shopping goods stores • Florida

This Employment Agreement (the “Agreement”) is made and entered into by and between Gerry P. Smith (the “Executive”) and Office Depot, Inc., a Delaware corporation (“Company”).

Contract
Non-Qualified Stock Option Award Agreement • January 30th, 2017 • 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 [INSERT EFFECTIVE DATE OF EMPLOYMENT AGREEMENT], 2017 (the “Grant Date”) granted you a non-qualified stock option award (the “Option”) pursuant to the Office Depot, Inc. 2015 Long-Term Incentive Plan (the “Plan”). Capitalized terms used but not defined in this 2017 Non-Qualified Stock Option 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 NASDAQ Stock Market LLC.

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