Item 8.01. Other Events.

On April 3, 2009, Office Depot, Inc (the "Company") announced that the Company's Compensation Committee (the "Committee") adopted the following policy concerning "gross ups" for excise taxes payable by executives:

In unusual circumstances where the Committee believes that accommodations have to be made to recruit a new executive to the Company, limited reimbursement for taxes payable may be included in executives' contracts; but even in those circumstances, the excise tax "gross ups" will be limited to payments triggered by both a change in control and termination of employment and will be subject to a three-year sunset provision.

---