AGREEMENT AND PLAN OF MERGER by and Among STAPLES, INC., ARCH MERGER SUB INC. And ARCH PARENT INC. Dated as of June 28, 2017 (June 30th, 2017)
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), is made and entered into as of this 28th day of June, 2017, by and among Arch Parent Inc., a Delaware corporation (the "Parent"), Arch Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the "Merger Sub"), and Staples, Inc., a Delaware corporation (the "Company").
May 31, 2016 Ronald L. Sargent C/O Staples, Inc. (May 31st, 2016)
Escrow Agreement (February 2nd, 2016)
ESCROW AGREEMENT (this "Agreement"), dated as of February 2, 2016, among JPMorgan Chase Bank, N.A., as escrow agent, securities intermediary and depositary bank (in each such capacity, the "Escrow Agent"), Barclays Bank PLC, as administrative agent (in such capacity, the "Administrative Agent") and collateral agent (in such capacity, the "Collateral Agent" and, together with the Administrative Agent, the "Agents" and each an "Agent") under the Credit Agreement (as defined herein), and Staples Escrow, LLC, a Delaware limited liability company (the "Borrower", and together with the Agents, sometimes referred to individually as "Party" and collectively as the "Parties").
Agreement (April 10th, 2015)
This agreement (this Agreement) is made and entered into as of April 10, 2015, by and among Staples, Inc. (the Company) and the entities and natural persons listed on Exhibit A hereto and their respective Affiliates and Associates (collectively, Starboard) (each of the Company and Starboard, a Party to this Agreement, and collectively, the Parties).
Via Hand Delivery Michael Miles Dear Michael, (March 6th, 2013)
This Separation Letter Agreement ("Agreement") sets forth the entire offer by Staples, Inc. with regard to your separation from Staples, Inc. or one of its affiliates ("Staples" or the "Company"). Because your termination constitutes a "Qualified Termination," as defined in the Amended and Restated Severance Benefits Agreement attached as Appendix A between you and Staples, dated March 13, 2006 and the Amendment to Severance Benefits Agreement dated December 31, 2008, your eligibility for the salary continuation payments and other benefits provided in the Amended and Restated Severance Benefits Agreement is conditioned upon your agreement to the following terms. The Amended and Restated Severance Benefits Agreement amends and restates the Severance Benefits Agreement entered into by the Parties on or about September 22, 2003. After you sign this Agreement and the Affirmation of Separation Agreement that is attached as Appendix B (the "Affirmation"), and contingent upon your complian