First Amendment To CMO Employment Agreement

EXHIBIT 10.10

FIRST AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT
(For Executive Officers Who Also Have a Change of Control Employment Agreement)

THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (herein " Amendment Number One" ) is actually made and entered into on the last date reflected below, but is effective as of July 15, 2004, between Office Depot, Inc., a Delaware corporation (the " Company" ), and Carl Rubin (" Executive" ).

Company and Executive are parties to an existing Employment Agreement dated as of March 1, 2004 (the " Existing Agreement" ) and desire herein to amend certain provisions of the Existing Agreement, to expand the duties and responsibilities of Executive as set forth in this Amendment Number One.

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Employment .

(a) The Company shall continue to employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in the Existing Agreement, as amended by this Amendment Number One (said Existing Agreement, as amended by this Amendment Number One, being hereinafter referred to as the " Employment Agreement" or as " this Agreement" ) for the period beginning on the date hereof and ending as provided in paragraph 4 hereof (the " Employment Term" ).

(b) The parties also have previously entered into an Employment Agreement dated as of March 1, 2004, by and between the Company and the Executive (the " Change of Control Employment Agreement" ) which, by its terms, takes effect during the " Employment Period" as defined in such agreement. During any such Employment Period under the Change of Control Employment Agreement, the terms and provisions of the Change of Control Employment Agreement shall control to the extent such terms and provisions are in conflict with the terms and provisions of this Agreement. In addition, during such Employment Period, the Employment Term hereunder shall be tolled and upon expiration of the Employment Period under the Change of Control Employment Agreement the Employment Term hereunder shall recommence.

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2. Position and Duties .

(a) During the Employment Period, Executive shall serve as Executive Vice President, Chief Merchandising Officer and Chief Marketing Officer and shall have the normal duties, responsibilities and authority attendant to such positions, subject to the power of the Company' s Chairman and Chief Executive Officer (" CEO" ), its President, North America (" President" ) or the Board of Directors (the " Board" ) to expand or limit such duties, responsibilities and authority.

(b) Executive shall report to the President, North America or to such other person(s) of comparable or greater duties, responsibilities, and authority as the CEO may direct from time to time, and Executive shall devote Executive' s best efforts and Executive' s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries; provided that Executive shall, with the prior written approval of the CEO, be allowed to serve as (i) a director or officer of any non-profit organization including trade, civic, educational or charitable organizations, or (ii) a director of any corporation which is not competing with the Company or any of its Subsidiaries in the office product and office supply industry so long as such duties do not materially interfere with the performance of Executive' s duties or responsibilities under this Agreement. Executive shall perform Executive' s duties and responsibilities under this Agreement to the best of Executive' s abilities in a diligent, trustworthy, businesslike and efficient manner.

(c) Executive shall be based at or in the vicinity of the Company' s headquarters but may be required to travel as necessary to perform Executive' s duties and responsibilities under this Agreement.

(d) For purposes of this Agreement, " Subsidiaries" shall mean any corporation of which the securities having a majority of the voting power in electing directors are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.

3. Base Salary and Benefits .

(a) In his newly expanded position, Executive' s base salary shall be $475,000 per annum (the " Base Salary" ), which salary shall be payable in regular installments in accordance with the Company' s general payroll practices and shall be subject to customary withholding. Executive' s Base Salary shall be reviewed at least annually by the Compensation Committee of the Board and shall be subject to adjustment, but not reduction, as they shall determine based on among other things, market practice and performance. In addition, during the Employment Term, Executive shall be entitled to participate in the Company' s Long Term Incentive Plan.

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(b) In addition to the Base Salary, Executive shall be entitled to participate in the Company' s Management Incentive Plan (the " Bonus Plan" ) as administered by the Compensation Committee of the Board of Directors. If the Board or the Compensation Committee modifies such Bonus Plan during the Employment Term, Executive shall continue to participate at a level no lower than the highest level established for any officer of the Company then at Executive' s level. At the discretion of the Board or the Compensation Committee, Executive may be offered from time to time the opportunity to participate in other bonus plans of the Company in lieu of the Bonus Plan and, if Executive chooses to participate in such plan or plans, the provisions of this paragraph 3(b) shall be tolled during the period of such participation.

(c) Executive shall be entitled to paid vacation in accordance with the Company' s general payroll practices for officers of the Company then at Executive' s level.

(d) The Company shall reimburse Executive for all reasonable expenses incurred by Executive in the course of performing Executive' s duties under this Agreement which are consistent with the Company' s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company' s requirements with respect to reporting and documentation of such expenses.

(e) Executive will be entitled to all benefits as are, from time to time, maintained for officers of the Company then at Executive' s level, including without limitation: medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans (collectively, " Insurance Benefits" ), profit sharing and retirement benefits.

4. Term .

(a) The Employment Term shall end on the eighteen (18) month anniversary of the date of this Agreement; provided that (i) the Employment Term shall be extended for successive periods of one (1) year each (each of which is referred to as an " extension term" of the Employment Term) in the event that written notice of termination hereof is not given by one party hereof to the other at least six months prior to the end of the Employment Term or the then applicable extension term, as the case may be; provided further that (ii) the Employment Term shall terminate prior to such date (A) upon Executive' s death or permanent disability or incapacity (as determined by the Board in its good faith judgment), (B) upon the mutual agreement of the Company and Executive, (C) by the Company' s termination of this Agreement for Cause (as defined below) or without Cause or (D) by Executive' s termination of this Agreement for Good Reason (as defined below) or without Good Reason.

(b) If the Employment Term is terminated by the Company without Cause or is terminated by the Executive for Good Reason, Executive (and Executive' s family with respect to clause (iii) below) shall be entitled to receive (i) Executive' s Base Salary through the eighteenth month anniversary of such termination and Executive' s Pro Rata Bonus (as defined in

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paragraph (h) below), if and only if Executive has not breached the provisions of paragraphs 5, 6 and 7 hereof (as determined by a court of competent jurisdiction or by an arbitrator pursuant to paragraph 19 hereof), (ii) vested and earned (in accordance with the Company' s applicable plan or program) but unpaid amounts under incentive plans, deferred compensation plans, and other employer programs of the Company in which Executive is then participating (other than the Pro Rata Bonus), (iii) Insurance Benefits through the eighteenth month anniversary of such termination pursuant to the Company' s insurance programs, as in effect from time to time, to the extent Executive participated immediately prior to the date of such termination; provided that any such continuation of health insurance benefits will run concurrently with and satisfy the continuation coverage requirements of the Consolidated Omnibus Reconciliation Act of 1985 (" COBRA" ), and provided further that any health insurance benefits which Executive becomes entitled to receive as a result of any subsequent employment shall serve as primary coverage for Executive and Executive' s family, and (iv) the amount to which the Executive would have been entitled under the Bonus Plan (calculated as if the " target" amount under such plan had been reached, regardless of company performance) had the Executive remained employed through the eighteenth month anniversary of such termination. The amounts payable pursuant to paragraph 4(b)(i) (ii) and (iv) shall be payable, at the Company' s discretion, in one lump sum payment within 30 days following termination of the Employment Term or in any other reasonable manner consistent with the Company' s normal payment policies. No payment of any sum nor the receipt of any benefit shall be due to Executive under this subsection (b) unless and until Executive shall have executed and delivered to the Company a release of any and all claims against the Company and its Subsidiaries (and their respective present and former officers, directors, employees and agents collectively the " Released Parties" ) and a covenant not to sue the Released Parties, all in form and substance as provided by counsel to the Company (the " Release" ), which Release shall be reasonable and shall be provided to Executive promptly following termination of the Employment Term, and any waiting period or revocation period provided by law for the effectiveness of such Release shall have expired without Executive' s having revoke ...