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                                                                    EXHIBIT 10.1


                                  STAPLES, INC.

              AMENDED AND RESTATED 1990 DIRECTOR STOCK OPTION PLAN


1.       PURPOSE.

         The purpose of this Amended and Restated 1990 Director Stock Option
Plan (the "Plan") of Staples, Inc. (the "Company") is to encourage ownership in
the Company by the Company's outside directors, whose continued services the
Company considers essential to its future progress, and to provide these
individuals with a further incentive to remain as directors of the Company.

2.       ADMINISTRATION.

         The Board of Directors shall supervise and administer the Plan. Grants
of stock options ("Options") and awards of performance accelerated restricted
stock ("PARS") under the Plan and the amount and nature of the Options and PARS
to be granted shall be made in accordance with Section 4. All questions
concerning interpretation of the Plan or any Options or PARS issued under it
shall be resolved by the Board of Directors and such resolution shall be final
and binding upon all persons having an interest in the Plan.

3.       PARTICIPATION IN THE PLAN.

         Directors of the Company who are not employees of the Company or any
subsidiary of the Company ("outside directors") shall be eligible to receive
Options and PARS under the Plan.

4.       TERMS, CONDITIONS AND FORM OF OPTIONS AND PARS.

         All Options and PARS granted under the Plan shall be evidenced by a
written agreement in such form as the Board of Directors shall from time to time
approve, which agreements shall comply with and be subject to the following
terms and conditions:

         (a)      GRANTS OF OPTIONS AND PARS.

                  (i)      INITIAL OPTION GRANT. An Option to purchase 15,000
shares of common stock, par value $.0006 per share (the "Common Stock"), shall
be granted automatically to outside directors who are initially elected to the
Board of Directors subsequent to the approval of the Plan by the Company's
stockholders at the close of business on the date of such director's initial
election to the Board of Directors.




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                  (ii)     ANNUAL OPTION GRANTS. On the date of the first
regularly scheduled Board of Directors meeting following the end of each fiscal
year of the Company, commencing with the fiscal year ending January 30, 1999, an
Option shall be granted automatically to each outside director to purchase a
number of shares of Common Stock equal to 3,000 multiplied by the number of
regularly scheduled meeting days of the Board of Directors attended by such
director in the previous 12 months (up to a maximum of 15,000 shares).

                  (iii)    ANNUAL AWARDS OF PARS. At the first regularly
scheduled Board of Directors meeting following the end of each fiscal year of
the Company, at which performance targets are established for PARS awarded to
executive officers of the Company, but no later than July 31 of each year,
(each, an "Award Date), (x) the Company shall grant to each outside director 400
PARS for each regularly scheduled meeting day of the Board of Directors attended
by such director in the previous 12 months (up to a maximum of 2,000 PARS) and
(y) in addition, the Company shall grant to the Lead Director and the Chairman
of each of the Audit, Compensation, and Governance Committee of the Board of
Directors 200 PARS for each regularly scheduled meeting day of the Board of
Directors attended by such director in the previous 12 months (up to a maximum
of 1,000 PARS).

         (b)      TERMS OF OPTIONS.

                  (i)      OPTION EXERCISE PRICE. The option exercise price per
share for each Option granted under the Plan shall be equal to the last reported
sale price per share of the Company's Common Stock on the Nasdaq National Market
on the date of grant (or, if no such price is reported on such date, such price
as reported on the nearest preceding date).

                  (ii)     NATURE OF OPTIONS. All Options granted under the Plan
shall be nonstatutory options not entitled to special tax treatment under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

                  (iii)    VESTING. Except as otherwise provided in the Plan,
each Option shall become exercisable, on a cumulative basis, in four equal
annual installments on each of the first, second, third and fourth anniversary
dates of its date of grant, provided the optionee continues to serve as a
director of the Company on such dates. Notwithstanding the foregoing, each
outstanding Option shall immediately become exercisable in full in the event (A)
a Change in Control (as defined in Section 8) of the Company occurs or (B) the
optionee ceases to serve as a director of the Company due to his or her death,
disability (within the meaning of Section 22(e)(3) of the Code or any successor
provision) or retires pursuant to a retirement policy adopted by the Company.

                  (iv)     OPTION EXERCISE PROCEDURE. An Option may be exercised
only by written notice to the Company at its principal office accompanied by





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payment in cash of the full consideration for the shares as to which the Option
is exercised.

                  (v)      TERMINATION. Each Option shall terminate, and may no
longer be exercised, on the date six months after the optionee ceases to serve
as a director of the Company; provided that, in the event (A) an optionee ceases
to serve as a director due to his or her death or disability (within the meaning
of Section 22(e)(3) of the Code or any successor provision), or (B) an optionee
dies within six months after he or she ceases to serve as a director of the
Company, then the exercisable portion of the Option may be exercised, within the
period of one year following the date the optionee ceases to serve as a
director, by the optionee or by the person to whom the Option is transferred by
will, by the laws of descent and distribution, or by written notice pursuant to
Section 4(h). Notwithstanding the foregoing, each Option shall terminate, and
may no longer be exercised, on the date 10 years after the date of grant.

                  (vi)     OPTIONS NONTRANSFERABLE. Except as otherwise provided
by the Board of Directors, each Option granted under the Plan by its terms shall
not be transferable by the optionee otherwise than by will or the laws of
descent and distribution, and shall be exercised during the lifetime of the
optionee only by the optionee or his or her legal representative. No Option or
interest therein may be transferred, assigned, pledged or hypothecated by the
optionee during his or her lifetime, whether by operation of law or otherwise,
or be made subject to execution, attachment or similar process.

                  (vii)    OPTION EXERCISE BY REPRESENTATIVE FOLLOWING DEATH OF
DIRECTOR. An optionee, by written notice to the Company, may designate one or
more persons (and from time to time change such designation), including his or
her legal representative, who, by reason of the optionee's death, shall acquire
the right to exercise all or a portion of the Option. If the person or persons
so designated wish to exercise any portion of the Option, they must do so within
the term of the Option as provided herein. Any exercise by a representative
shall be subject to the provisions of the Plan.

         (c)      TERMS OF PARS.

                  (i)      NATURE OF PARS. All PARS hereunder shall consist of
the issuance by the Company of shares of Common Stock, and the purchase by the
recipient thereof of such shares, subject to the terms, conditions and
restrictions described in the document evidencing the PARS and in this Plan.

                  (ii)     EXECUTION OF PARS AGREEMENT. The Company shall, upon
the date of the PARS grant, issue the shares of Common Stock subject to the PARS
by registering such shares in book entry form with the Company's transfer agent
in the name of the recipient. No certificate(s) representing all or a part of



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such shares shall be issued until the conclusion of the vesting period described
in paragraph (iv) below.

                  (iii)    PRICE. Except as otherwise determined by the Board of
Directors, all PARS issued hereunder shall be issued without the payment of any
cash purchase price by the recipients (in which case the "price per share
originally paid" for purposes of clause (2) of paragraph (v) below shall be
zero).

                  (iv)     VESTING. Except as otherwise provided in the Plan,
the restrictions on transfer and the forfeiture provisions of each PARS shall
lapse on the same basis as PARS that have been awarded to the Company's
executive officers for the fiscal year in which the Award Date relating to such
PARS occurs. If no PARS have been awarded to any executive officer of the
Company during the six months preceding an Award Date, then the restrictions on
transfer and the forfeiture provisions of all PARS granted pursuant to this Plan
on such Award Date shall lapse on such terms as shall be determined by the Board
of Directors. Notwithstanding the foregoing, the restrictions on transfer and
the forfeiture provisions of all PARS granted under this Plan shall immediately
lapse in the event (A) a Change in Control of the Company occurs, or (B) the
recipient ceases to serve as a director of the Company due to his or her death,
disability (within the meaning of Section 22(e)(3) of the Code or any successor
provision) or retires pursuant to a retirement policy adopted by the Company.

                  (v)      RESTRICTIONS ON TRANSFER. In addition to such other
terms, conditions and restrictions on PARS contained in the Plan or the
applicable PARS Agreement, all PARS shall be subject to the following
restrictions:

                           (1)      No PARS shall be sold, assigned,
                                    transferred, pledged, hypothecated or
                                    otherwise disposed of until they become
                                    vested pursuant to paragraph (iv) above. The
                                    period during which such restrictions are
                                    applicable is referred to as the "Restricted
                                    Period."

                           (2)      Except as set forth in the last sentence of
                                    paragraph (iv) above, if a recipient ceases
                                    to be a director of the Company within the
                                    Restricted Period for any reason, the
                                    Company shall have the right and option for
                                    a period of three months following the date
                                    of such cessation to buy for cash that
                                    number of PARS as to which the restrictions
                                    on transfer and the forfeiture provisions
                                    contained in the PARS have not then lapsed,
                                    at a price equal to the price per share
                                    originally paid by the recipient. If such
                                    cessation occurs within the last three
                                    months of the applicable Restricted Period,
                                    the restrictions and repurchase rights of
                                    the Company shall continue to apply until
                                    the 





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                                    expiration of the Company's three month
                                    option period.

                           (3)      Notwithstanding subparagraphs (1) and (2)
                                    above, the Board of Directors may, in its
                                    discretion, either at the time that PARS are
                                    awarded or at any time thereafter, waive the
                                    Company's right to repurchase shares of
                                    Common Stock upon the occurrence of any of
                                    the events described in this paragraph (iv)
                                    or remove or modify any part or all of the
                                    restrictions. In addition, the Board of
                                    Directors may, in its discretion, impose
                                    upon the recipient of PARS at the time that
                                    such PARS are granted such other
                                    restrictions on any PARS as the Board of
                                    Directors may deem advisable.


                  (vi)     ADDITIONAL SHARES. Any shares received by a recipient
of PARS as a stock dividend on, or as a result of stock splits, combinations,
exchanges of shares, reorganizations, mergers, consolidations or otherwise with
respect to such PARS shall have the same status and shall bear the same
restrictions, all on a proportionate basis, as the shares initially subject to
such PARS.

                  (vii)    TRANSFERS IN BREACH OF PARS. If any transfer of PARS
is made or attempted contrary to the terms of the Plan and of such PARS, the
Board of Directors shall have the right to purchase for the account of the
Company those shares from the owner thereof or his or her transferee at any time
before or after the transfer at the price paid for such shares by the person to
whom they were awarded under the Plan. In addition to any other legal or
equitable remedies which it may have, the Company may enforce its rights by
specific performance to the extent permitted by law. The Company may refuse for
any purpose to recognize as a shareholder of the Company any transferee who
receives any shares contrary to the provisions of the Plan and the applicable
PARS or any recipient of PARS who breaches his or her obligation to resell
shares as required by the provisions of the Plan and the applicable PARS, and
the Company may retain and/or recover all dividends on such shares which were
paid or payable subsequent to the date on which the prohibited transfer or
breach was made or attempted.

                  (VIII)   ADDITIONAL PARS PROVISIONS. The Board of Directors
may, in its sole discretion, include additional provisions in any PARS granted
under the Plan.

5.       LIMITATION OF RIGHTS.





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         (a)      NO RIGHT TO CONTINUE AS A DIRECTOR. Neither the Plan, nor the
granting of an Option or PARS nor any other action taken pursuant to the Plan,
shall constitute or be evidence of any agreement or understanding, express or
implied, that the Company will retain the optionee or recipient of PARS as a
director for any period of time.

         (b)      RIGHTS AS A STOCKHOLDER.

                  (i)      OPTIONS. An optionee shall have no rights as a
stockholder with respect to the shares covered by his or her Option until the
date of the issuance to him or her of a stock certificate therefor, and no
adjustment will be made for dividends or other rights (except as provided in
Section 6) for which the record date is prior to the date such certificate is
issued.

                  (ii)     PARS. Subject to the limitations set forth in Section
4(c) and except as otherwise provided herein, a recipient of PARS shall have all
rights as a shareholder with respect to the shares subject to such PARS
including, without limitation, any rights to receive dividends or non-cash
distributions with respect to such shares and to vote such shares and act in
respect of such shares at any meeting of shareholders.

6.       ADJUSTMENT PROVISIONS FOR RECAPITALIZATIONS AND RELATED TRANSACTIONS.

         (a)      If, through or as a result of any merger, consolidation, sale
of all or substantially all of the assets of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split, or other similar transaction, (i) the outstanding shares of Common Stock
are increased or decreased or are exchanged for a different number or kind of
shares or other securities of the Company, or (ii) additional shares or new or
different shares or other securities of the Company or other non-cash assets are
distributed with respect to such shares of Common Stock or other securities,
except as otherwise determined by the Board of Directors, an appropriate and
proportionate adjustment shall be made in (x) the number and kind of shares of
Common Stock subject to Options and PARS to be granted to outside directors
after such event pursuant to Section 4(a), (y) the number and kind of shares
subject to then outstanding Options and PARS under the Plan, and (z) the price
for each share subject to any then outstanding Options under the Plan, without
changing the aggregate purchase price as to which such Options remain
exercisable. No fractional shares will be issued under the Plan on account of
any such adjustments.

         (b)      All share numbers herein have been adjusted to reflect the
three-for-two stock split declared on November 12, 1998.




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7.       MERGERS, CONSOLIDATIONS, ASSET SALES, LIQUIDATIONS, ETC.

         Subject to the provisions of Section 4(b)(iii) and 4(c)(iv), in the
event of a merger or consolidation or sale of all or substantially all of the
assets of the Company in which outstanding shares of Common Stock are exchanged
for securities, cash or other property of any other corporation or business
entity or in the event of a liquidation of the Company, the Board of Directors
of the Company, or the board of directors of any corporation assuming the
obligations of the Company, shall take one or more of the following actions, as
to outstanding Options: (i) provide that such Options shall be assumed, or
equivalent Options shall be substituted, by the acquiring or succeeding
corporation (or an affiliate thereof); (ii) upon written notice to the
optionees, provide that all unexercised Options shall (A) immediately become
exercisable in full and (B) terminate immediately prior to the consummation of
such transaction unless exercised by the optionee within a specified period
following the date of such notice; or (iii) in the event of a merger under the
terms of which holders of the Common Stock of the Company will receive upon
consummation thereof a cash payment for each share surrendered in the merger
(the "Merger Price"), make or provide for a cash payment to the optionees equal
to the difference between (A) the Merger Price times the number of shares of
Common Stock subject to such outstanding Options (to the extent then
exercisable) with exercise prices not in excess of the Merger Price and (B) the
aggregate exercise price of all such Options, in exchange for the termination of
such Options.


8.       CHANGE IN CONTROL.

         For purposes of the Plan, a "Change in Control" shall be deemed to have
occurred if (i) any "person", as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other
than the Company, any trustee or other fiduciary holding securities under an
employee benefit plan of the Company, or any corporation owned directly or
indirectly by the stockholders of the Company in substantially the same
proportion as their ownership of stock of the Company), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 30% or more of the
combined voting power of the Company's then outstanding securities (other than
pursuant to a merger or consolidation described in clause (A) or (B) of
subsection (iii) below); (ii) during any period of two consecutive years ending
during the term of the Plan (not including any period prior to the adoption of
the Plan), individuals who at the beginning of such period constitute the Board
of Directors of the Company, and any new director (other than a director
designated by a person who has entered into an agreement with the Company to
effect any transaction described in clause (i), (iii) or (iv) of this Section 8)
whose election by the Board of Directors or nomination for election by the
Company's stockholders was approved by a vote of at least two-thirds of the
directors then still in office who 




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were either directors at the beginning of the period or whose election or
nomination for election was previously so approved (collectively, the
"Disinterested Directors"), cease for any reason to constitute a majority of the
Board of Directors; (iii) the closing of a merger or consolidation of the
Company or any subsidiary of the Company with any other corporation, other than
(A) a merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 50% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation or (B) a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) in which no
"person" (as defined above) acquires more than 30% of the combined voting power
of the Company's then outstanding securities; or (iv) a complete liquidation of
the Company or a sale by the Company of all or substantially all of the
Company's assets.

9.       MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS AND PARS.

         The Board of Directors shall have the power to modify or amend
outstanding Options and PARS; provided, however, that no modification or
amendment may (i) have the effect of altering or impairing any rights or
obligations of any Option or PARS previously granted without the consent of the
optionee or holder thereof, as the case may be, or (ii) modify the number of
shares of Common Stock subject to the Option or PARS (except as provided in
Section 6).

10.      AMENDMENT OF THE PLAN.

         The Board of Directors may suspend or discontinue the Plan or amend it
in any respect whatsoever; provided, however, that without approval of the
stockholders of the Company, no amendment may (i) materially modify the
requirements as to eligibility to receive Options or PARS under the Plan, or
(ii) materially increase the benefits accruing to participants in the Plan.

11.      WITHHOLDING.

         (a)      The Company shall have the right to deduct from payments of
any kind otherwise due to the optionee or recipient of PARS any federal, state
or local taxes of any kind required by law to be withheld with respect to any
shares issued upon exercise of Options under the Plan or upon the expiration or
termination of the Restricted Period relating to the PARS. Subject to the prior
approval of the Company, the optionee or recipient of PARS may elect to satisfy
such obligations, in whole or in part, (i) by causing the Company to withhold
shares of Common Stock otherwise issuable pursuant to the exercise of an Option
or upon the expiration or termination of the Restricted Period relating to





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the PARS or (ii) by delivering to the Company shares of Common Stock already
owned by the optionee or PARS recipient. The shares so delivered or withheld
shall have a fair market value equal to such withholding obligation. The fair
market value of the shares used to satisfy such withholding obligation shall be
determined by the Company as of the date that the amount of tax to be withheld
is to be determined. An optionee or PARS recipient who has made an election
pursuant to this Section 11(a) may only satisfy his or her withholding
obligation with shares of Common Stock which are not subject to any repurchase,
forfeiture, unfulfilled vesting or other similar requirements.

         (b)      If the recipient of PARS under the Plan elects, in accordance
with Section 83(b) of the Code, to recognize ordinary income in the year of
acquisition of any shares awarded under the Plan, the Company will require at
the time of such election an additional payment for withholding tax purposes
based on the difference, if any, between the purchase price of such shares and
the fair market value of such shares as of the date immediately preceding the
date on which the PARS are awarded.

12.      NOTICE.

         Any written notice to the Company required by any of the provisions of
the Plan shall be addressed to the Treasurer of the Company and shall become
effective when it is received.

13.      GOVERNING LAW.

         The Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the State of Delaware.

14.      STOCKHOLDER APPROVAL.

         The Plan is conditional upon stockholder approval of the Plan, and the
Plan shall be null and void if the Plan is not so approved by the Company's
stockholders.











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