Exhibit 10.1

 

THE HOME DEPOT, INC.

RESTRICTED STOCK AWARD

This Restricted Stock Award (the “Award”) is made as of the <XX> day of <Month>, <Year> , by THE HOME DEPOT, INC., a Delaware corporation (the “Company”) to <Associate Name> (“Executive”).

W I T N E S S E T H:

WHEREAS , the Company has adopted The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan (the “Plan”) which is administered by the Leadership Development and Compensation Committee of the Company’s Board of Directors (the “Committee”); and

WHEREAS , Executive is an Employee of the Company or its Subsidiary eligible to receive grants of Awards under the Plan; and

WHEREAS , the Committee has granted to Executive an award of restricted stock under the terms of the Plan (the “Award”) to promote Executive’s long-term interests in the success of the Company; and

WHEREAS , to comply with the terms of the Plan and to further the interests of the Company and Executive, the Company hereby makes an award of restricted stock under the terms of the Plan to Executive pursuant to the following terms and conditions:

1.             Stock Award .  The Company hereby grants to Executive an award of <XXX,XXX> shares of the $.05 par value common stock of the Company, subject to the restrictions and other conditions set forth herein.  Such shares are hereinafter referred to as the “Restricted Shares.”

2.             Restrictions The Restricted Shares shall vest and become transferable as follows: [ OPTION ONE: twenty-five percent (25%) of the shares granted shall vest and become transferable upon the third (3 rd ) anniversary of the date of grant; twenty-five percent (25%) of the shares granted shall vest and become transferable upon the sixth (6 th ) anniversary of the date of grant; and fifty percent (50%) of the shares granted shall vest and become transferable upon the earlier of the date on which Executive reaches age 60 or the tenth (10 th ) anniversary of the grant date.] [ OPTION TWO:   one hundred percent (100%) of the shares granted shall vest and become transferable upon the [select: third (3 rd ) or fourth (4 th ) or fifth (5 th )] anniversary of the date of grant.]  Restricted Shares that have not vested may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated.  Restricted Shares that have not vested shall be subject to forfeiture as provided in Section 3.  Upon a Change in Control of the Company (as defined in Section 9) all unvested Restricted Shares shall immediately vest and become transferable.  In the event of death or employment termination due to permanent and total disability, any unvested Restricted Shares shall immediately vest and become transferable by Executive or Executive’s estate.

3.             Change in Employment Status .  If Executive’s employment with the Company and its subsidiaries terminates for reasons other than [FOR USE WITH OPTION TWO VESTING ONLY: Retirement, ] death or permanent and total disability, or if Executive’s

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employment status changes to a position which the Company deems to be ineligible for this restricted stock grant, any Restricted Shares which had been granted to Executive which have not yet become vested and transferable, as of the date of Executive’s termination or upon Executive’s commencing employment in a non-eligible position, shall be immediately forfeited by Executive. [FOR USE WITH OPTION TWO VESTING ONLY: Upon employment termination due to Retirement, all Restricted Shares that have not lapsed as of the date of Executive’s Retirement shall continue to vest according to the vesting schedule set forth in Section 2 of this Award, provided that a sufficient number of shares shall vest at the time said Restricted Shares become taxable to Executive to cover applicable tax withholding required pursuant to Section 6; further provided, that if after reaching Retirement, Executive becomes, either directly or indirectly, employed with a Competitor, all unvested Restricted Shares shall be immediately forfeited.  “Retirement” means termination of employment with the Company and its Subsidiaries on or after Executive’s attainment of age sixty (60) and having at least five (5) years of continuous service with the Company and its Subsidiaries.  “Competitor” means any company or entity in the home improvement industry engaged in any way in a business that competes directly or indirectly with the Company, its parents, subsidiaries, affiliates or related entities, in the United States, Canada, Puerto Rico, Mexico, China or any other location in which the Company currently conducts business or may conduct business without the prior written consent of the Company.  Businesses that compete with the Company in the home improvement industry specifically include, but are not limited to, the following entities and each of their subsidiaries, affiliates, assigns, franchisees, or successors in interest: [INSERT LIST OF COMPETITORS]

4.             Book Entry Account .  Within a reasonable time after the date of this Award, the Company shall instruct its transfer agent to establish a book entry account representing the Restricted Shares Executive’s name effective as of the grant date, provided that the Company shall retain control of such account until the Restricted Shares have become vested in accordance with the Award.

5.             Stockholder Rights .  Upon the effective date of the book entry pursuant to Section 4, Executive shall have all of the rights of a stockholder with respect to the Restricted Shares, including the right to vote the shares and to receive all dividends or other distributions paid or made available with respect to such shares.  Notwithstanding the foregoing, any stock dividends or other in-kind dividends or distributions shall be held by the Company until the related Restricted Shares have become vested in accordance with this Award and shall remain subject to the forfeiture provisions applicable to the Restricted Shares to which such dividends or distributions relate.

6.             Withholding .  Executive shall pay all applicable federal, state and local income and employment taxes (including taxes of any foreign jurisdiction) which the Company is required to withhold at any time with respect to the Restricted Shares.  Such payment shall be made in full, at Executive’s election, in cash or check, by withholding from the Executive’s next normal payroll check, or by the tender of shares of the Company’s common stock (including shares then vesting under this Award).   Shares tendered as payment of required withholding shall be valued at the closing price per share of the Company’s common stock on the date such withholding obligation arises.

7.             Transferability .   Except as otherwise provided in this Section 7, the Restricted Shares shall not be sold, pledged, assigned, hypothecated, transferred or disposed of in any

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manner, whether by the operation of law or otherwise.  Executive may transfer the Restricted Shares, in whole or in part, to a spouse or lineal descendant (a “Family Member”), a trust for the exclusive benefit of Executive and/or Family Members, a partnership or other entity in which all the beneficial owners are Executive and/or Family Members, or any other entity affiliated with Executive that may be approved by the Committee (a “Permitted Transferee”).  Subsequent transfers of the Restricted Shares shall be prohibited except in accordance with this Section 7. All terms and conditions of the Restricted Shares, including provisions relating to the termination of Executive’s employment with the Company, shall continue to apply following a transfer made in accordance with this Section 7.  Any attempted transfer of the Restricted Shares prohibited by this Section 7 shall be null and void.

8.             Plan Provisions . In addition to the terms and conditions set forth herein, the Award is subject to and governed by the terms and conditions set forth in the Plan, which is incorporated herein by reference.  Unless the context otherwise requires, capitalized terms used in this Award shall have the meanings set forth in the Plan.  In the event of any conflict between the provisions of the Award and the Plan, the Plan shall control.

9.             Change in Control .  For purposes of this agreement, “Change in Control” shall mean the occurrence of a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934 (“1934 Act”) as in effect at the time of such change in control, provided that such a change in control shall be deemed to have occurred at such time as (i) any “person” (as that term is used in Sections 13(d) and 14(d) (2) of the 1934 Act), is or becomes the “beneficial owner,” directly or indirectly, of securities representing 50% or more of the combined voting power for election of directors of the then outstanding securities of the Company or any successor of the Company; (ii) during any period of two (2) consecutive years or less, individuals who at the beginning of such period constituted the Board cease, for any reason, to constitute at least a majority of the Board, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period or whose election or nomination for election was so approved; (iii) the consummation of any merger or consolidation, approved by the stockholders of the Company, as a result of which the common stock of the Company shall be changed, converted or exchanged (other than a merger with a wholly owned subsidiary of the Company) or of any sale or other disposition in one or a series of related transactions of 50% or more of the assets or earning power of the Company, or the approval by stockholders of any liquidation of the Company; or (iv) the consummation of any merger or consolidation, approved by the stockholders of the Company, to which the Company is a party as a result of which the persons who were stockholders of the Company immediately prior to the effective date of the merger or consolidation shall have beneficial ownership of less than 50% of the combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation.

10.           Notice .   Any written notice required or permitted by this Award shall be mailed, certified mail (return receipt requested) or hand-delivered, addressed to Company’s Executive Vice President — Human Resources at Company’s corporate headquarters at 2455 Paces Ferry Road, N.W., Atlanta, Georgia 30339-4024, or to Executive at his most recent home address on record with the Company.  Notices are effective upon receipt.

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11.           Miscellaneous .

(a)           Limitation of Rights .  The granting of the Award shall not give Executive any rights to similar grants in future years or any right to be retained in the employ or service of the Company or its subsidiary or interfere in any way with the right of the Company or any such subsidiary to terminate Executive’s services at any time, the right of the Company or its subsidiary to assign Executive to a position that is ineligible for this restricted stock grant, or the right of Executive to terminate his services at any time.

(b)           Severability .  If any term, provision, covenant or restriction contained in the Award is held by a court or a federal regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained in the Award shall remain in full force and effect, and shall in no way be affected, impaired or invalidated.

(c)           Controlling Law .  This Award shall be construed, interpreted and applied in accordance with the law of the State of Delaware, without giving effect to the choice of law provisions thereof.  Executive and the Company hereby irrevocably submit to the exclusive concurrent jurisdiction of the courts of Delaware.  Executive and the Company also both irrevocably waive, to the fullest extent permitted by applicable law, any objection either may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute, and both parties agree to accept service of legal process in Delaware.

(d)           Construction .  The Award contains the entire understanding between the parties and supersedes any prior understanding and agreements between them representing the subject matter hereof, except that this Award shall be subject to the terms and conditions set forth in the Employment Agreement between Executive and Company, if any. There are no other representations, agreements, arrangements or understandings, oral or written, between and among the parties hereto relating to the subject matter hereof which are not fully expressed herein.

(e)           Headings .  Section and other headings contained in the Award are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of the Award or any provision hereof.

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Exhibit 10.2

 

THE HOME DEPOT, INC.

NONEMPLOYEE DIRECTOR

DEFERRED SHARE AWARD

(<DATE> award;             shares)

This Deferred Share Award (the “Award”) is made as of the <DAY> day of <MONTH>, <YEAR> by THE HOME DEPOT, INC., a Delaware corporation (the “Company”) to < NONEMPLOYEE DIRECTOR’S NAME > (“Director”).

W I T N E S S E T H:

WHEREAS , the Company has adopted The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan (the “Plan”) which is administered by the Leadership Development and Compensation Committee of the Company’s Board of Directors (the “Committee”); and

WHEREAS , Director is a member of the Board of Directors (the “Board”) eligible to receive grants of Awards under the Plan; and

WHEREAS , the Board has approved the grant to Director of this award of deferred shares under the terms of the Plan representing Director’s annual stock retainer for service on the Board (the “Award”) and to promote Director’s long-term interests in the success of the Company; and

WHEREAS , to comply with the terms of the Plan and to further the interests of the Company and Director, the Company herein sets forth the terms of such award in writing, as follow;

1.             Stock Award .  The Company hereby grants to Director an award of ________ shares of the $.05 par value common stock of the Company, subject to the conditions set forth herein. Such shares are hereinafter referred to as the “Deferred Shares.”

2.             Delivery of Shares .  A stock certificate representing the Deferred Shares shall be transferred to Director on or as soon as practicable after the earlier of (i)  the date on which Director ceases to be a member of the Board by reason of  his or her death, retirement or disability as defined by Section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended (the “Code”); or (ii) the first anniversary of the date on which Director ceases to be a member of the Board for any reason other than death, retirement or disability as defined by Code Section 409A(a)(2)(C) ; or (iii) the date on which the Director ceases to be a member of the Board in connection with a Change in Control of the Company (as defined in Section 7); service terminations within six (6) months before or after the occurrence of a Change in Control shall be deemed to be in connection with a Change in Control.   For purposes of this Award, Director shall be considered to have retired if he or she does not seek reelection to the Board due to any Company policy imposing a maximum age for service on the Board or a maximum length of service on the Board.

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3.             Adjustments for Dividends .  Upon the payment of any cash dividend on shares of common stock of the Company before the issuance of a stock certificate representing the Deferred Shares, the number of Deferred Shares shall be increased by the number obtained by dividing (x) the aggregate amount of the dividend that would be payable if each Deferred Share were issued and outstanding and entitled to dividends on the dividend payment date, by (y) the Fair Market Value of the common stock on the dividend payment date. The number of Deferred Shares shall also be entitled to such adjustments as are determined by the Committee under Section 11 of the Plan.

4.             Stockholder Rights .  Upon the issuance of a stock certificate representing the Deferred Shares, Director shall have all of the rights of a stockholder with respect to the Deferred Shares, including the right to vote the shares and to receive all dividends or other distributions paid or made available with respect to such shares.  Before the delivery of such stock certificate, Director shall have none of the rights of a stockholder with respect to the Deferred Shares.

5.             Fractional Shares .   The Company shall not be required to issue any fractional shares pursuant to this Award, and the Committee may round fractions down.

6.             Plan Provisions .  In addition to the terms and conditions set forth herein, the Award is subject to and governed by the terms and conditions set forth in the Plan, which is hereby incorporated by reference.  Unless the context otherwise requires, capitalized terms used in this Award shall have the meanings set forth in the Plan.  In the event of any conflict between the provisions of the Award and the Plan, the Plan shall control.

7.             Change in Control .  For purposes of this award, “Change in Control” shall mean the occurrence of a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934 (“1934 Act”) as in effect at the time of such change in control, provided that such a change in control shall be deemed to have occurred at such time as (i) any “person” (as that term is used in Sections 13(d) and 14(d) (2) of the 1934 Act), is or becomes the “beneficial owner,” directly or indirectly, of securities representing 50% or more of the combined voting power for election of directors of the then outstanding securities of the Company or any successor of the Company; (ii) during any period of two (2) consecutive years or less, individuals who at the beginning of such period constituted the Board cease, for any reason, to constitute at least a majority of the Board, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period or whose election or nomination for election was so approved; (iii) the consummation of any merger or consolidation, approved by the stockholders of the Company, as a result of which the common stock of the Company shall be changed,

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converted or exchanged (other than a merger with a wholly owned subsidiary of the Company) or of any sale or other disposition in one or a series of related transactions of 50% or more of the assets or earning power of the Company, or the approval by stockholders of any liquidation of the Company; or (iv) the consummation of any merger or consolidation, approved by the stockholders of the Company, to which the Company is a party as a result of which the persons who were stockholders of the Company immediately prior to the effective date of the merger or consolidation shall have beneficial ownership of less than 50% of the combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation.

8.             Miscellaneous .

(a)           Limitation of Rights .  The granting of this Award shall not give Director any rights to similar grants in future years or any right to be retained in the employ or service of the Company or to interfere in any way with the right of the Company to terminate Director’s services at any time or the right of Director to terminate his or her services at any time.

(b)           Rights Unsecured .  The rights of Director hereunder shall be that of an unsecured general creditor of the Company, and Director shall not have any security interest in any assets of the Company.  Director shall have only the Company’s unfunded, unsecured promise to issue shares of the Company’s common stock in the future pursuant to this Award.

(c)           Nontransferability/Nonalienability .  No right of Director hereunder shall be subject to alienation, transfer, sale, assignment, pledge, attachment, garnishment or encumbrance of any kind.  Any attempt to alienate, sell, transfer, assign, pledge or otherwise encumber any such payments whether presently or thereafter payable shall be void.

(d)           Code Section  409A Compliance .  This Award is intended to satisfy the requirements of Code Section 409A and shall be construed accordingly.   The Company in its discretion may delay the issuance of Deferred Shares or take any other action it deems necessary to comply with the requirements of Code Section 409A, including amending this Award, without Director’s consent, in any manner it deems necessary to cause the Award to comply with the requirements of Code Section 409A.

(d)           Limitation of Actions .  Any lawsuit with respect to any matter arising out of or relating to this Award must be filed no later than one (1) year after the date that the Company denies the claim made by Director or any earlier date that the claim otherwise accrues.

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(e)           Offset .  Company may deduct from amounts otherwise payable under this Award all amounts owed by Director to Company and its affiliates to the maximum extent permitted by applicable law.

(f)            Controlling Law .  This Award shall be governed by, and construed in accordance with, the laws of the State of Georgia (without giving effect to the choice of law principles) and any action arising out of or related thereto shall be brought in either the United States District Court for the Northern District of Georgia, Atlanta Division, or the Superior Court of Cobb County, Georgia.

(g)           Severability .  If any term, provision, covenant or restriction contained in the Award is held by a court or a federal regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained in the Award shall remain in full force and effect, and shall in no way be affected, impaired or invalidated.

(h)           Construction .  The Award contains the entire understanding between the parties and supersedes any prior understanding and agreements between them representing the subject matter hereof.  There are no representations, agreements, arrangements or understandings, oral or written, between and among the parties hereto relating to the subject matter hereof which are not fully expressed herein.

(i)            Headings .  Section and other headings contained in the Award are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of the Award or any provision hereof.

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Exhibit 10.3

DEFERRED SHARE AWARD

( [date] Award For           Deferred Shares)

This Deferred Share Award is made to [MEXICO OFFICER/ASSOCIATE] this            day of                    , 20       , by THE HOME DEPOT, INC., a Delaware corporation.

W I T N E S S E T H:

WHEREAS , the Company has adopted The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan; and

WHEREAS , Associate is an employee of a subsidiary of the Company eligible to receive an award of Deferred Shares under the Plan; and

WHEREAS, the Company desires to grant to Associate an award of Deferred Shares under the terms of the Plan to promote Associate’s long-term interests in the success of the Company and its subsidiaries; and

NOW, THEREFORE, the Company makes an award of Deferred Shares under the Plan to Associate pursuant to the following terms and conditions:

1.             Definitions .  As used herein, the following terms shall be defined as set forth below:

(a)           “ Award ” means the Deferred Share Award to Associate, as set forth herein, and as may be amended as provided herein.

(b)           “ Company ” means The Home Depot, Inc., a Delaware corporation, with offices at 2455 Paces Ferry Road, Atlanta, Georgia  30339.

(c)           “ Change in Control ” means the occurrence of a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934 (“1934 Act”) as in effect at the time of such change in control, provided that such a change in control shall be deemed to have occurred at such time as (i) any “person” (as that term is used in Sections 13(d) and 14(d) (2) of the 1934 Act), is or becomes the “beneficial owner,” directly or indirectly, of securities representing 50% or more of the combined voting power for election of directors of the then outstanding securities of the Company or any successor of the Company; (ii) during any period of two (2) consecutive years or less, individuals who at the beginning of such period constituted the Board cease, for any reason, to constitute at least a majority of the Board, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period or whose election or nomination for election was so approved; (iii) the consummation of any merger or consolidation, approved by the stockholders of the Company, as a result of which the common stock of the Company shall be changed, converted or exchanged (other than a merger with a wholly owned subsidiary of the Company) or of any sale or other disposition in one or a series of related transactions of 50% or more of the assets or earning power of the Company, or the approval by stockholders of any liquidation of the Company; or (iv) the

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consummation of any merger or consolidation, approved by the stockholders of the Company, to which the Company is a party as a result of which the persons who were stockholders of the Company immediately prior to the effective date of the merger or consolidation shall have beneficial ownership of less than 50% of the combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation.

(d)           “ Competitor ” means any company or entity engaged in any way in a business that competes directly or indirectly with the Company, its parents, subsidiaries, affiliates or related entities, in the United States, Canada, Puerto Rico, Mexico, China or any other location in which the Company currently conducts business or may conduct business.  Businesses that compete with the Company specifically include, but are not limited to, the following entities and each of their subsidiaries, affiliates, assigns, franchisees, or successors in interest:  Lowe’s Companies, Inc. (including, but not limited to, Eagle Hardware and Garden); Sears  Holding Corp. (including, but not limited to, Orchard Supply and Hardware Company); Wal-Mart; Rona Inc.; Castorama/B&Q; Ace Hardware; True Value Company; Menard, Inc., Construrama, Todo Fácil and Cómex.

(e)           “ Deferred Shares ” means the award of the Company’s common stock to Associate set forth in Section 2, including any dividend equivalents credited pursuant to Section 3.

(f)            “ Associate ” means [INSERT MEXICO ASSOCIATE NAME AND TITLE]

(g)           “ Grant Date ” means [INSERT GRANT DATE]

(h)           “ Plan ” means The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan, as amended from time to time.

(i)            “ Retirement ” means termination of employment with the Company and its subsidiaries on or after Associate’s attainment of age sixty (60) and having at least five (5) years of continuous service with the Company and its subsidiaries.

2.             Deferred Share Award . Company hereby grants to Associate an award of Deferred Shares under the Plan for                                  (            ) shares of the $.05 par value common stock of the Company, subject to the restrictions and other conditions set forth herein.

(a)           Vesting .  The Deferred Shares shall vest and become payable to Associate as follows provided that, except as provided in Section 2(c), Associate is employed by the Company or a Company subsidiary on the vesting date : [ OPTION ONE: twenty-five percent (25%) of the shares granted shall vest and become payable upon the third (3 rd ) anniversary of the Grant Date; twenty-five percent (25%) of the shares granted shall vest and become payable upon the sixth (6 th ) anniversary of the Grant Date; and fifty percent (50%) of the shares granted shall vest and become payable upon the earlier of the date on which Associate reaches age 60 or the tenth (10 th ) anniversary of the Grant Date.] [ OPTION TWO:   one hundred percent (100%) of the shares granted shall vest and become payable upon the [select: third (3 rd ) or fourth (4 th ) or fifth (5 th )] anniversary of the date of grant.]   Deferred Shares that have not vested shall be subject to forfeiture as provided in Section 2(c).  Upon a Change in Control of the Company all unvested Deferred Shares shall immediately vest and become payable.  In the event of death or employment

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termination due to permanent and total disability, any unvested Deferred Shares shall immediately vest and become payable to the Associate or Associate’s estate.

(b)           Delivery of Shares .  Except as otherwise provided in Section 2(c), the Company shall cause a stock certificate representing the vested Deferred Shares to be transferred to Associate as soon as practicable after the vesting date.  The Company may satisfy its payment obligation, net of applicable taxes and other source deductions required to be withheld by the Company or a Company subsidiary, by having an independent broker acquire shares on the open market on behalf of the Associate.  The Company will not be required to deliver any shares pursuant to this Award if, in the opinion of counsel for the Company, such issuance would violate the Securities Act of 1933 or any other applicable federal or state securities laws or regulations.  Prior to the issuance of any shares pursuant to this Award, the Company may require that Associate (or Associate’s legal representative upon Associate’s death or disability) enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws or with this Award.

(c)           Change in Employment Status .  If Associate’s employment with the Company and its subsidiaries terminates for reasons other than [FOR USE WITH OPTION TWO VESTING ONLY: Retirement, ] death or permanent and total disability, or if Associate’s employment status changes to a position which the Company deems to be ineligible for this Deferred Share grant, any Deferred Shares which had been granted to Associate which have not yet become vested as of the date of Associate’s termination or upon Associate’s commencing employment in a non-eligible position, shall be immediately forfeited by Associate. [FOR USE WITH OPTION TWO VESTING ONLY: Upon employment termination due to Retirement, all Deferred Shares that have not lapsed as of the date of Associate’s Retirement shall continue to vest according to the vesting schedule set forth in Section 2 of this Award, provided that a sufficient number of shares shall vest at the time said Deferred Shares become taxable to Associate to cover applicable tax withholding required pursuant to Section 7; further provided, that if after reaching Retirement, Associate becomes, either directly or indirectly, employed with a Competitor, all unvested Deferred Shares shall be immediately forfeited.

3.             Adjustments for Dividends .  Upon the payment of any cash dividend on shares of common stock of the Company before the issuance of a stock certificate representing the Deferred Shares, the number of Deferred Shares shall be increased by the number obtained by dividing (x) the aggregate amount of the dividend that would be payable if each Deferred Share were issued and outstanding and entitled to dividends on the dividend payment date, by (y) the Fair Market Value of the common stock on the dividend payment date. The number of Deferred Shares shall also be entitled to such adjustments as are determined under Section 11 of the Plan.

4.             Stockholder Rights . The Deferred Shares shall not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner, whether by the operation of law or otherwise before vesting.  Upon vesting and the issuance of a stock certificate representing the Deferred Shares, Associate shall have all of the rights of a stockholder with respect to the Deferred Shares, including the right to vote the shares and to receive all dividends or other distributions

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paid or made available with respect to such shares.  Before the delivery of such stock certificate, Associate shall have none of the rights of a stockholder with respect to the Deferred Shares.

5.             Adjustments .  The number of shares covered by the Deferred Shares and, if applicable, the kind of shares covered by the Deferred Shares shall be adjusted to reflect any stock dividend, stock split, or combination of shares of the Company’s Common Stock.  In addition, the Company may make or provide for such adjustment in the number of shares covered by the Deferred Shares, and the kind of shares covered by the Deferred Shares, as the Company in its sole discretion may in good faith determine to be equitably required in order to prevent dilution or enlargement of Associate’s rights that otherwise would result from (a) any exchange of shares of the Company’s Common Stock, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial or complete liquidation or other distribution of assets (other than a normal cash dividend), issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing.  No amount shall be paid to, and no units shall be granted to Associate to compensate Associate for a downward fluctuation in the price of the common shares, nor will any benefit be conferred upon, or in respect of, Associate for such purpose.

6.             Fractional Shares .  The Company shall not be required to issue any fractional shares pursuant to this Award, and the Company may round fractions down.

7.             Withholding .   Associate shall pay all applicable income, employment or other taxes (including taxes of any foreign jurisdiction) which the Company or a Company subsidiary is required to withhold at any time with respect to the Deferred Shares.  Such payment shall be made in full, at Associate’s election, in cash or check, by withholding from the Associate’s next normal payroll check, or by the tender of Deferred Shares payable under this Award. Deferred Shares tendered as payment of required withholding shall be valued at the closing price per share of the Company’s common stock on the date such withholding obligation arises.

9.             Plan Provisions .  In addition to the terms and conditions set forth herein, this award of Deferred Shares is subject to and governed by the terms and conditions set forth in the Plan, which are hereby incorporated by reference.  Unless the context otherwise requires, capitalized terms used in this Award and not otherwise defined herein shall have the meanings set forth in the Plan.  In the event of any conflict between the provisions of the Award and the Plan, the Plan shall control.

10.           Notice .  Any written notice required or permitted by this Award shall be mailed, certified mail (return receipt requested) or hand-delivered, addressed to Company’s Executive Vice President — Human Resources at Company’s corporate headquarters in Atlanta, Georgia as set forth in Section 1(b), or to Associate at Associate’s most recent home address on record with the Company and its subsidiaries.  Notices are effective upon receipt.

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11.           Miscellaneous .

(a)           Limitation of Rights .  The granting of the award of Deferred Shares shall not give Associate any right to similar grants in future years or any right to be retained in the employ or service of the Company and its subsidiaries or to interfere in any way with the right of the Company and its subsidiaries to terminate Associate’s services at any time or the right of Associate to terminate his or her services at any time.

(b)           Rights Unsecured .  The Company shall remain the owner of all amounts deferred pursuant to this Agreement, and Associate shall have only Company’s unfunded, unsecured promise to pay.  The rights of Associate hereunder shall be that of an unsecured general creditor of the Company, and Associate shall not have any security interest in any assets of the Company.

(c)           Resolution of Disputes .   Any dispute or disagreement which may arise under, or as a result of, or in any way relate to, the interpretation, construction or application of this Award shall be determined by the Company’s Executive Vice President-Human Resources.  Any determination made hereunder shall be final, binding and conclusive on the Associate, the Associate’s heirs, executors, administrators and successors, and the Company and its subsidiaries for all purposes.

(d)           Limitation of Actions .  Any lawsuit with respect to any matter arising out of or relating to this Award must be filed no later than one (1) year after the date that the Company and its subsidiaries denies the claim made by Associate or any earlier date that the claim otherwise accrues.

(e)           Offset .  The Company and its subsidiaries shall have the right to deduct from amounts otherwise payable under this Award all amounts owed by Associate to Company and its subsidiaries to the maximum extent permitted by applicable law.

(f)            Controlling Law . By accepting this Award, Associate agrees that this Award shall be construed, interpreted and applied in accordance with the law of the State of Delaware, without giving effect to the choice of law provisions thereof.  Associate and the Company hereby irrevocably submit to the exclusive jurisdiction of the courts of Delaware.  Associate and the Company also both irrevocably waive, to the fullest extent permitted by applicable law, any objection either may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute, and both parties agree to accept service of legal process in Delaware.  By accepting this award, Associate agrees that the Company may seek enforcement in a Mexican court of any United States judgement obtained pursuant to this Award and Associate agrees not to raise any objection to the Company and its subsidiaries seeking enforcement of said judgement in a Mexican court.

(g)           Severability .  If any term, provision, covenant or restriction contained in this Award is held by a court or a federal regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained

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in this Award shall remain in full force and effect, and shall in no way be affected, impaired or invalidated.

(h)           Construction .  This Award contains the entire understanding between the parties and supersedes any prior understanding and agreements between them representing the subject matter hereof, except that this Award shall be subject to the terms and conditions set forth in any employment agreement and non-competition/non-solicitation agreement between Associate and the Company subsidiary that employs Associate.  There are no representations, agreements, arrangements or understandings, oral or written, between and among the parties hereto relating to the subject matter hereof which are not fully expressed herein.

(i)            Headings .  Section and other headings contained in this Award are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Award or any provision hereof.

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6

Exhibit 10.4

DEFERRED SHARE AWARD

( [date] Award For            Deferred Shares)

This Deferred Share Award is made to [CANADIAN OFFICER] this        day of                 , 20     , by THE HOME DEPOT, INC., a Delaware corporation.

W I T N E S S E T H:

WHEREAS, the Company has adopted The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan which is administered by the Committee; and

WHEREAS, Executive is an officer and employee of the Company and its subsidiaries eligible to receive an award of Deferred Shares under the Plan; and

WHEREAS , the Committee conducted its review of Executive’s performance and compensation and approved equity awards for the Executive at its                meeting,

NOW, THEREFORE, the Committee makes an award of Deferred Shares under the Plan to Executive pursuant to the following terms and conditions:

1.             Definitions .  As used herein, the following terms shall be defined as set forth below:

(a)           “ Award ” means the Deferred Share Award to Executive, as set forth herein, and as may be amended as provided herein.

(b)           “ Board ” means the Company’s Board of Directors.

(c)           “ Company ” means The Home Depot, Inc., a Delaware corporation, with offices at 2455 Paces Ferry Road, Atlanta, Georgia  30339.

(d)           “ Cause ” means that Executive has been convicted of a felony involving theft or moral turpitude, or engaged in conduct that constitutes willful gross neglect or willful gross misconduct with respect to Executive’s employment duties which results in material economic harm to the Company or its subsidiaries; provided, however, that for purposes of determining whether conduct constitutes willful gross misconduct, no act on Executive’s part shall be considered “willful” unless it is done by Executive in bad faith and without reasonable belief that the action was in the best interests of the Company and its subsidiaries; Cause shall not be deemed to exist for purposes of this Award unless a determination that Cause exists is made and approved by the Committee and such determination shall be final and binding upon all parties.

(e)           “ Change in Control ” means the occurrence of a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934 (“1934 Act”) as in effect at the time of such change in control, provided that such a change in control shall be deemed to have occurred at such time as (i) any “person” (as that term is used in Sections 13(d) and 14(d) (2) of the 1934 Act), is or

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becomes the “beneficial owner,” directly or indirectly, of securities representing 50% or more of the combined voting power for election of directors of the then outstanding securities of the Company or any successor of the Company; (ii) during any period of two (2) consecutive years or less, individuals who at the beginning of such period constituted the Board cease, for any reason, to constitute at least a majority of the Board, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period or whose election or nomination for election was so approved; (iii) the consummation of any merger or consolidation, approved by the stockholders of the Company, as a result of which the common stock of the Company shall be changed, converted or exchanged (other than a merger with a wholly owned subsidiary of the Company) or of any sale or other disposition in one or a series of related transactions of 50% or more of the assets or earning power of the Company, or the approval by stockholders of any liquidation of the Company; or (iv) the consummation of any merger or consolidation, approved by the stockholders of the Company, to which the Company is a party as a result of which the persons who were stockholders of the Company immediately prior to the effective date of the merger or consolidation shall have beneficial ownership of less than 50% of the combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation.

(f)            “ Committee ” means the Leadership Development and Compensation Committee of the Board.

(g)           “ Competitor ” means any company or entity in the home improvement industry engaged in any way in a business that competes directly or indirectly with the Company, its parents, subsidiaries, affiliates or related entities, in the United States, Canada, Puerto Rico, Mexico, China or any other location in which the Company currently conducts business or may conduct business.  Businesses that compete with the Company in the home improvement industry specifically include, but are not limited to, the following entities and each of their subsidiaries, affiliates, assigns, franchisees, or successors in interest:  [ADD LIST OF COMPETITORS]

(h)           “ Deferred Shares ” means the award of the Company’s common stock to Executive set forth in Section 2.

(i)            “ Executive ” means [INSERT CANADIAN OFFICER NAME AND TITLE]

(j)            “ Disability ” means Executive’s inability to substantially perform Executive’s duties for the Company and its subsidiaries, with reasonable accommodation, as evidenced by a certificate signed either by a physician mutually acceptable to the Company and Executive or, if the Company and Executive cannot agree upon a physician, by a physician selected by agreement of a physician designated by the Company and a physician designated by Executive; provided, however, that if such physicians cannot agree upon a third physician within thirty (30) days, such third physician shall be designated by the American Arbitration Association.

(k)           “ Grant Date ” means [INSERT GRANT DATE]

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(l)            “ Plan ” means The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan, as amended from time to time.

(m)          “ Retirement ” means termination of employment with the Company and its subsidiaries on or after Executive’s attainment of age sixty (60) and having at least five (5) years of continuous service with the Company and its subsidiaries.

2.             Deferred Shares Award . Company hereby grants to Executive an award of Deferred Shares under the Plan for                           (          ) shares of the $.05 par value common stock of the Company, subject to the conditions set forth herein.

(a)           Vesting .  The Deferred Shares shall vest and become payable to Executive [OPTION #1: on the third (3 rd ) anniversary of the Grant Date provided that, except as provided in Section 2(c), Executive is employed by the Company or a subsidiary or other affiliate on the applicable vesting date ] [OPTION #2: upon Executive’s retirement from the Company and its subsidiaries and affiliates on or after the earlier of attainment of age 60 or the tenth (10 th ) anniversary of the grant date ].

(b)           Delivery of Shares .  The Company shall cause a stock certificate representing the vested Deferred Shares to be transferred to Executive as soon as practicable after the vesting date.  The Company may satisfy its payment obligation, net of applicable taxes and other source deductions required to be withheld by the Company, by having an independent broker acquire shares on the open market on behalf of the Executive.

(c)           Termination of Employment; Change in Control . Upon termination of Executive’s employment for any reason other than Retirement before the Deferred Shares have vested, all unvested shares shall be forfeited. Notwithstanding the foregoing, if (1) Executive’s employment terminates due to death or Disability, or (2) Executive’s employment is terminated by the Company in connection with a Change in Control that occurs while Executive is employed by the Company, any Deferred Shares that have not yet vested shall immediately vest. The Company shall issue such Deferred Shares to Executive within ten (10) days after the termination of Executive’s employment or such later time as may be required by insider trading or other applicable securities laws. Upon employment termination due to Retirement before the vesting date specified in Section 2(b), all Deferred Shares that have not lapsed as of the date of Executive’s Retirement shall continue to vest according to the vesting schedule set forth in Section 2(a) and the Company shall issue such Deferred Shares to Executive as soon as practicable after the Deferred Shares vest; provided, however, that if after reaching Retirement, Executive becomes, either directly or indirectly, employed with a Competitor, all unvested Deferred Shares shall be immediately forfeited.

3.             Adjustments for Dividends .  Upon the payment of any cash dividend on shares of common stock of the Company before the issuance of a stock certificate representing the Deferred Shares, the number of Deferred Shares shall be increased by the number obtained by dividing (x) the aggregate amount of the dividend that would be payable if each Deferred

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Share were issued and outstanding and entitled to dividends on the dividend payment date, by (y) the Fair Market Value of the common stock on the dividend payment date. The number of Deferred Shares shall also be entitled to such adjustments as are determined by the Committee under Section 11 of the Plan.

4.             Stockholder Rights . The Deferred Shares shall not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner, whether by the operation of law or otherwise prior to vesting.  Upon vesting and the issuance of a stock certificate representing the Deferred Shares, Executive shall have all of the rights of a stockholder with respect to the Deferred Shares, including the right to vote the shares and to receive all dividends or other distributions paid or made available with respect to such shares.  Before the delivery of such stock certificate, Executive shall have none of the rights of a stockholder with respect to the Deferred Shares.

5.             Adjustments .    The number of shares covered by the Deferred Shares and, if applicable, the kind of shares covered by the Deferred Shares shall be adjusted to reflect any stock dividend, stock split, or combination of shares of the Company’s Common Stock.  In addition, the Committee may make or provide for such adjustment in the number of shares covered by the Deferred Shares, and the kind of shares covered by the Deferred Shares, as the Committee in its sole discretion may in good faith determine to be equitably required in order to prevent dilution or enlargement of Executive’s rights that otherwise would result from (a) any exchange of shares of the Company’s Common Stock, recapitalization or other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial or complete liquidation or other distribution of assets (other than a normal cash dividend), issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing.  No amount shall  be paid to, and no units shall be granted to Executive to compensate Executive for a downward fluctuation in the price of the common shares, nor will any benefit be conferred upon, or in respect of, Executive for such purpose.

6.             Fractional Shares .   The Company shall not be required to issue any fractional shares pursuant to this Award, and the Committee may round fractions down.

7.             Withholding .  Executive shall pay all applicable federal, state and local income and employment taxes (including taxes of any foreign jurisdiction) which the Company is required to withhold at any time with respect to the Deferred Shares. Such payment shall be made in full, at Executive’s election, in cash or check, by withholding from the Executive’s next normal payroll check, or by the tender of Deferred Shares payable under this Award. Deferred Shares tendered as payment of required withholding shall be valued at the closing price per share of the Company’s common stock on the date such withholding obligation arises.

8.             No Impact on Other Benefits and Employment .   This Award shall not confer upon Executive any right with respect to continuance of employment or other service with the Company and shall not interfere in any way with any right that the Company would

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otherwise have to terminate Executive’s employment at any time, subject to the terms of any employment agreement.  Nothing herein contained shall affect Executive’s right to participate in and receive benefits under and in accordance with the then current provisions of any pension, insurance or other employment plan or program of the Company or any of its subsidiaries nor constitute an obligation for continued employment.

9.             Plan Provisions .  In addition to the terms and conditions set forth herein, this award of Deferred Shares is subject to and governed by the terms and conditions set forth in the Plan, which is hereby incorporated by reference.  Unless the context otherwise requires, capitalized terms used in this Award and not otherwise defined herein shall have the meanings set forth in the Plan.  In the event of any conflict between the provisions of the Award and the Plan, the Plan shall control.

10.           Notice .   Any written notice required or permitted by this Award shall be mailed, certified mail (return receipt requested) or hand-delivered, addressed to Company’s Executive Vice President — Human Resources at Company’s corporate headquarters in Atlanta, Georgia as set forth in Section 1(c), or to Executive at Executive’s most recent home address on record with the Company.  Notices are effective upon receipt.

11.           Miscellaneous .

(a)           Limitation of Rights .  The granting of the award of Deferred Shares shall not give Executive any right to similar grants in future years or any right to be retained in the employ or service of the Company or to interfere in any way with the right of the Company to terminate Executive’s services at any time or the right of Executive to terminate his or her services at any time.

(b)           Claim and Review Procedures .   The claim and review procedures set forth in the Home Depot U.S.A., Inc. Deferred Compensation Plan For Officers are incorporated herein by reference.

(c)           Rights Unsecured .  The Company shall remain the owner of all amounts deferred pursuant to this Agreement, and Executive shall have only Company’s unfunded, unsecured promise to pay.  The rights of Executive hereunder shall be that of an unsecured general creditor of the Company, and Executive shall not have any security interest in any assets of the Company.

(d)           Limitation of Actions .  Any lawsuit with respect to any matter arising out of or relating to this Award must be filed no later than the earlier of the date that the Company denies the claim made by Executive or any earlier date that the claim otherwise accrues.

(e)           Offset .  The Company shall have the right to deduct from amounts otherwise payable under this Award all amounts owed by Executive to Company and its affiliates to the maximum extent permitted by applicable law.

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(f)            Controlling Law . Executive and the Company agree that in light of the Executive being employed in two different jurisdictions, for purposes of certainty, it is the parties desire that this Award shall be construed, interpreted and applied in accordance with the law of the State of Delaware, without giving effect to the choice of law provisions thereof.  Executive and the Company hereby irrevocably submit to the exclusive jurisdiction of the courts of Delaware.  Executive and the Company also both irrevocably waive, to the fullest extent permitted by applicable law, any objection either may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute, and both parties agree to accept service of legal process in Delaware. Executive agrees that the Company may seek enforcement in a Canadian court of any United States judgement obtained pursuant to this Award and Executive agrees not to raise any objection to the Company seeking enforcement of said judgement in a Canadian court.

(g)           Severability .  If any term, provision, covenant or restriction contained in the Award is held by a court or a federal regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained in the Award shall remain in full force and effect, and shall in no way be affected, impaired or invalidated.

(h)           Construction .  The Award contains the entire understanding between the parties and supersedes any prior understanding and agreements between them representing the subject matter hereof, except that this Award shall be subject to the terms and conditions set forth in any employment agreement and non-competition/non-solicitation agreement between Executive and Company.  There are no representations, agreements, arrangements or understandings, oral or written, between and among the parties hereto relating to the subject matter hereof which are not fully expressed herein.

(i)            Headings .  Section and other headings contained in the Award are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of the Award or any provision hereof.

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6

Exhibit 10.5

( NON-EMPLOYEE DIRECTOR)

THE HOME DEPOT, INC.

NONQUALIFIED STOCK OPTION

GRANTED TO:   < NAME >		GRANT DATE:  <GRANT DATE>		NUMBER OF SHARES OF THE HOME DEPOT, INC. COMMON STOCK <OPTIONS GRANTED>		OPTION PRICE PER SHARE:  <OPTION PRICE>
Identification #:   < SSN >		EXP. DATE:  <EXPIRATION DATE>

 

THIS NONQUALIFIED STOCK OPTION IS GRANTED by The Home Depot, Inc. a Delaware corporation (“Company”), to you, a non-employee director of the Company pursuant to the Company’s 2005 Omnibus Stock Incentive Plan, as amended (“Plan”), a summary of which has been delivered to you. The terms of the Plan are incorporated herein by this reference. The Company recognizes the value of your continued service as a non-employee director and has awarded you a nonqualified stock option under the Plan subject to the following terms and conditions:

1.   The Company hereby grants you on and as of the date specified above (“Grant Date”) a nonqualified stock option (“Option”), subject to the terms and conditions hereof and of the Plan, to purchase from the Company the above stated number of shares of the Company’s Common Stock, $.05 par value, at the price stated above (“Option Price”), which Option shall expire on the expiration date stated above (“Exp. Date”).

2.   The Option shall be exercisable, pursuant to the terms of the Plan. The Option shall become exercisable in installments, as follows: Twenty-five percent (25%) of the total number of shares subject to this Option shall become exercisable on each of the second, third, fourth and fifth anniversaries of the Grant Date.

3.   Upon the event of the termination of your service on the Board of Directors of the Company (for any reason other than Retirement, death or permanent and total disability or Discharge for Cause), Option shares which have not become exercisable as of the date of such event shall immediately lapse. Option shares which are exercisable as of the date of termination of service on the Board will lapse unless exercised within a period of six (6) months of the date of termination of service. Upon the termination of your service on the Board upon Retirement, all stock options that are not exercisable as of the date of your Retirement shall continue to vest according to the schedule set forth in Paragraph 2 and all stock options shall remain exercisable until the Exp. Date. “Retirement” means termination of Board service upon attainment of age 60 or later with at least five (5) years of continuous Board service. In the event of your death or termination of your service by reason of permanent and total disability, all Option shares shall immediately become fully exercisable as of the date of death or termination and shall lapse unless exercised within a period of one (1) year from the date of death or termination. In no event, shall the above time periods extend beyond the Exp. Date. In the event of a Discharge for Cause, all Option shares, whether presently exercisable or not, shall immediately lapse and become null and void on and as of the date of termination. “Discharge for Cause” shall mean the termination from service on the Board because of an event involving moral turpitude or dishonesty, a gross failure or negligence on the part of the director to perform his or her expected duties, a violation of the Company’s substance abuse policies, or a willful misconduct or action by the director that is damaging or detrimental to the Company. A determination by the Company that a termination is a Discharge for Cause will be conclusive and binding.

4.   All unvested options shall vest immediately upon a Change of Control and shall remain exercisable until the Exp. Date. For purposes of this paragraph 4, “Change in Control” shall mean the occurrence of a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934 (“1934 Act”) as in effect at the time of such change in control, provided that such a change in control shall be deemed to have occurred at such time as (i) any “person” (as that term is used in Sections 13(d) and 14(d) (2) of the 1934 Act), is or becomes the “beneficial owner,” directly or indirectly, of securities representing 50% or more of the combined voting power for election of directors of the then outstanding securities of the Company or any successor of the Company; (ii) during any period of two (2) consecutive years or less, individuals who at the beginning of such period constituted the Board cease, for any reason, to constitute at least a majority of the Board, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period or whose election or nomination for election was so approved; (iii) the consummation of any merger or consolidation, approved by the stockholders of the Company, as a result of which the common stock of the Company shall be changed, converted or exchanged (other than a merger with a wholly owned subsidiary of the Company) or of any sale or other disposition in one or a series of related transactions of 50% or more of the assets or earning power of the Company, or the approval by stockholders of any liquidation of the Company; or (iv) the consummation of any merger or consolidation, approved by the stockholders of the Company, to which the Company is a party as a result of which the persons who were stockholders of the Company immediately prior to the effective date of the merger or consolidation shall have beneficial ownership of less than 50% of the combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation.

5.   The exercisable portion of the Option may be exercised in whole or in part but in no event with respect to a fractional share from time to time until the Exp. Date. Exercise shall be by written notice of exercise to the Company, specifying the number of shares to be purchased, the Option Price of each share and the aggregate Option Price for all shares being purchased under said notice. The notice shall be accompanied by payment of the aggregate option price for the number of shares purchased and any applicable withholding taxes. Such exercise (subject to Paragraph 5 hereof) shall be effective upon the actual receipt of such payment and written notice to the Company. The aggregate Option Price for all shares purchased pursuant to an exercise of the Option shall be paid by check payable to the order of the Company or properly endorsed stock certificates representing the Common Stock of the Company or a combination of both valued at the time of such purchase and prior to delivery of such shares. There shall be furnished with each notice of the exercise of any portion of the Option such documents as the Company in its discretion may deem necessary to assure compliance with applicable rules and regulations of any stock exchange or governmental authority. No rights or privileges of a stockholder of the Company in respect to such shares issuable upon the exercise of any part of the Option shall accrue to you unless and until certificates representing such shares have been issued and delivered.

6.   The Option shall not be exercised in whole or in part and no related share certificates shall be delivered in the sole discretion of the Company: (a) if such exercise or delivery would constitute a violation of any provision of, or any regulation or order entered pursuant to, any law purporting to regulate wages, salaries or compensation; or (b) if any requisite approval, consent, registration or other qualification of any stock exchange upon which the securities of the Company may then be listed, the Securities and Exchange Commission or other governmental authority having jurisdiction over the exercise of the Option or the issuance of shares pursuant thereto, shall not have been secured.

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7.   Except as provided in this Section below, this Option shall not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner, other than by will or the laws of descent and distribution, and this Option shall be exercisable during your lifetime only by you or, in the event of your legal incapacity, by your guardian or legal representative acting in a fiduciary capacity on your behalf under state law. Notwithstanding the foregoing, you may transfer this Option, in whole or in part, to a spouse or lineal descendant (a “Family Member”), a trust for the exclusive benefit of Family Members, a partnership or other entity in which all the beneficial owners are Family Members, or any other entity affiliated with you that may be approved by the Committee. Subsequent transfers of this Option shall be prohibited except in accordance with this Section. All terms and conditions of this Agreement, including provisions relating to the termination of your employment, shall continue to apply following a transfer made in accordance with this Section. Any attempt to transfer this Option in violation of this Section shall render this Option null and void.

 

Exhibit 10.6

[OFFICER]

THE HOME DEPOT, INC.

NONQUALIFIED STOCK OPTION

GRANTED TO:  <NAME>		GRANT DATE:    <GRANT DATE>		NUMBER OF SHARES OF THE HOME DEPOT, INC. COMMON STOCK: <OPTIONS GRANTED>		OPTION PRICE PER SHARE:  <OPTION PRICE>
Social Security #:  <SSN>		EXP. DATE:  <EXPIRATION DATE>

 

THIS NONQUALIFIED STOCK OPTION IS GRANTED by The Home Depot, Inc. a Delaware corporation (“Company”), to you, an employee of the Company or one of its subsidiaries, pursuant to the terms and conditions of the Company’s 2005 Omnibus Stock Incentive Plan, as amended (“Plan”), a summary of which has been delivered to you.  The terms of the Plan are incorporated herein by this reference. The Company recognizes the value of your continued service as a key employee and has awarded you this nonqualified stock option under the Plan, subject to the following terms and conditions:

1.   The Company hereby grants you on and as of the date specified above (“Grant Date”) a nonqualified stock option (“Option”), subject to the terms and conditions hereof and of the Plan, to purchase from the Company the above-stated number of shares of the Company’s Common Stock, $.05 par value, at the price per share stated above (“Option Price”), which Option shall expire on the expiration date stated above (“Exp. Date”), unless it expires earlier in accordance with the terms hereof.

2.   The Option shall be exercisable, pursuant to the terms of the Plan.  The Option shall become exercisable in installments, as follows:  Twenty-five percent (25%) of the total number of shares subject to this Option shall become exercisable on each of the second, third, fourth and fifth anniversaries of the Grant Date.

3.   Upon the termination of your employment (for any reason other than Retirement, death or permanent and total disability or Discharge for Cause) or if your employment status changes to a position which the Company deems to be ineligible for this nonqualified stock option award, Option shares that have not become exercisable as of the date of such event shall immediately lapse.  Option shares that are exercisable as of the date of termination of employment will lapse unless exercised within a period of three (3) months of the date of termination of employment. Upon the termination of your employment upon Retirement, all stock options that are not exercisable as of the date of your Retirement shall continue to vest according to the schedule set forth in Paragraph 2 and all stock options shall remain exercisable until the Exp. Date; provided, however, that if after reaching Retirement you become directly or indirectly employed by a Competitor, all unvested options shall immediately lapse.  “Retirement” means employment termination upon attainment of age 60 with at least five (5) years of continuous service with the Company and its subsidiaries.  “Competitor” means any company or entity engaged in any way in a business that competes directly or indirectly with the Company, its parents, subsidiaries, affiliates or related entities.  Upon your death or the termination of your employment by reason of permanent and total disability, all Option shares shall immediately become fully exercisable as of the date of death or termination and shall lapse unless exercised within a period of one (1) year from the date of death or termination.  In no event shall the above time periods extend beyond the Exp. Date.  In the event of Discharge for Cause, all Option shares, whether presently exercisable or not, shall immediately lapse and become null and void on and as of the date of termination.  “Discharge for Cause” means the termination from employment because of an event involving moral turpitude or dishonesty, a gross failure or negligence on your part in performing your expected duties, a violation of the Company’s substance abuse policies, or a willful misconduct or action by you that is damaging or detrimental to the Company.  A determination by the Company that a termination is a Discharge for Cause will be conclusive and binding.

4.   All unvested options shall vest immediately upon a Change of Control and shall remain exercisable until the Exp. Date.  For purposes of this paragraph 4, “Change in Control” means the occurrence of a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934 (“1934 Act”) as in effect at the time of such change in control, provided that such a change in control shall be deemed to have occurred at such time as (i) any “person” (as that term is used in Sections 13(d) and 14(d) (2) of the 1934 Act), is or becomes the “beneficial owner,” directly or indirectly, of securities representing 50% or more of the combined voting power for election of directors of the then outstanding securities of the Company or any successor of the Company; (ii) during any period of two (2) consecutive years or less, individuals who at the beginning of such period constituted the Board cease, for any reason, to constitute at least a majority of the Board, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period or whose election or nomination for election was so approved; (iii) the consummation of any merger or consolidation, approved by the stockholders of the Company, as a result of which the common stock of the Company shall be changed, converted or exchanged (other than a merger with a wholly owned subsidiary of the Company) or of any sale or other disposition in one or a series of related transactions of 50% or more of the assets or earning power of the Company, or the approval by stockholders of any liquidation of the Company; or (iv) the consummation of any merger or consolidation, approved by the stockholders of the Company, to which the Company is a party as a result of which the persons who were stockholders of the Company immediately prior to the effective date of the merger or consolidation shall have beneficial ownership of less than 50% of the combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation.

5.   The exercisable portion of the Option may be exercised in whole or in part but in no event with respect to a fractional share from time to time until the Exp. Date.  Exercise shall be by notice of exercise to the Company, specifying the number of shares to be purchased, the Option Price of each share and the aggregate Option Price for all shares being purchased under said notice.  The notice shall be accompanied by payment of the aggregate Option Price for the number of shares purchased and any applicable withholding taxes.  Such exercise (subject to Paragraph 6 hereof) shall be effective upon the actual receipt of such payment and notice to the Company.  The aggregate Option Price for all shares purchased pursuant to an exercise of the Option shall be paid by check payable to the order of the Company, shares of Common Stock of the Company held by you for at least six (6) months, the fair market value of which at the time of such exercise is equal to the aggregate Option Price (or portion thereof to be paid with previously owned Common Stock).  Payment of the Option Price in shares of Common Stock shall be made by delivering properly endorsed stock certificates to the Company or otherwise causing such Common Stock to be transferred to the account of the Company, either physically or through attestation.  In addition, the aggregate Option Price for all shares purchased pursuant to an exercise of the Option may be paid from the proceeds of sale through a bank or broker on the date of exercise of some or all of the shares to which the exercise relates.  There shall be furnished with each notice of the exercise of any portion of the Option such documents as the Company in its discretion may deem necessary to assure compliance with applicable rules and regulations of any stock exchange or governmental authority.  No rights or privileges of a stockholder of the Company in respect to such shares issuable upon the exercise of any part of the Option shall accrue to you unless and until certificates representing such shares have been registered in your name.

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6.   The Option shall not be exercised in whole or in part and no related share certificates shall be delivered in the sole discretion of the Company:  (a) if such exercise or delivery would constitute a violation of any provision of, or any regulation or order entered pursuant to, any law purporting to regulate wages, salaries or compensation; or (b) if any requisite approval, consent, registration or other qualification of any stock exchange upon which the securities of the Company may then be listed, the Securities and Exchange Commission or other governmental authority having jurisdiction over the exercise of the Option or the issuance of shares pursuant thereto, shall not have been secured.

7.   Except as otherwise provided in the Plan, the Option shall not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner, other than by will or under the laws of descent and distribution, whether by the operation of law or otherwise.  An option may be exercised, during your lifetime, only by you or your legal representative.  Upon any attempt to do anything prohibited by this paragraph, the Option shall immediately become null and void.

8.    Nothing herein contained shall constitute an obligation for continued employment.

 

EXHIBIT 10.7

THE HOME DEPOT, INC.

2005 OMNIBUS STOCK INCENTIVE PLAN

PERFORMANCE SHARE AWARD

THIS PERFORMANCE SHARE AWARD is made to                                        on this the             day of                         ,           (“Grant Date”) by THE HOME DEPOT, INC., a Delaware corporation, with corporate headquarters located at 2455 Paces Ferry Road, Atlanta, Georgia  30339.

The Company recognizes the value of your service as a key employee of the Company and its subsidiaries and has granted you this performance share award under the Plan, subject to the following terms and conditions.  Capitalized terms shall have the meanings set forth in Section 13.

1.             Award . Subject to the conditions set forth herein, the Company hereby grants to you, as of the Grant Date specified above, a Target Award of                Performance Shares and a Maximum Award of               Performance Shares, which may be earned in accordance with Section 2.

2.             Performance Vesting .  Subject to Sections 4, 5 and 6, the Company shall deliver to you one share of Common Stock for each whole Performance Share that is earned in accordance with the following schedule, based on the percentile ranking of the Company’s TSR for the Performance Period relative to the TSR of the S&P 500 for the Performance Period:

Company’s Relative			Percentage of Target Award
TSR Percentile Ranking			Performance Shares Earned
Below Threshold:	Below 40th		0	%
Threshold:	40th		50	%
Target:	50 th		100	%
Maximum:	100 th		300	%

 

If the Company’s relative TSR ranking is between the percentile rankings listed above, the percentage of the Target Award shall be interpolated, as set forth on Schedule A .  The percentile ranking is the percentage of S&P 500 companies with TSR for the Performance that is less than or equal to the Company’s TSR.  If the Company’s TSR is the same as another company’s TSR, the Company shall be treated as having the higher TSR.  The percentile ranking shall be rounded to the nearest whole percentage, with (.50) rounded up.

3.             Delivery of Shares .  The number of shares of Common Stock that you earn under Section 2 will be delivered to you as soon as administratively practicable after the end of the Performance Period.  Before such delivery, the Committee shall certify in writing the number of Performance Shares that you have earned.  No fractional shares will be delivered pursuant to this Award and fractional shares shall be rounded down.

4.             Employment Termination .  Except as provided in Section 5, if your employment with the Company and its subsidiaries terminates before the end of the Performance Period, this Performance Share Award shall be forfeited on the date of such termination.

5.             Death, Disability or Retirement .  If your employment with the Company and its subsidiaries terminates during the Performance Period, because of your death, Disability or retirement, in each case at or after Retirement Eligibility, you will be entitled to all of the Performance Shares earned in accordance with Section 2, determined at the end of the Performance Period. If your employment with the Company and its subsidiaries terminates during the Performance Period due to your death or Disability before Retirement Eligibility, you will be entitled to a prorated portion of the Performance Shares earned in accordance with Section 2, determined at the end of the Performance Period and based on the ratio of the

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number of days you are employed during the Performance Period to the total number of days in the Performance Period.  Any payments due on your death shall be paid to your estate as soon as administratively practicable after the end of the Performance Period.   [ OPTIONAL : Notwithstanding the foregoing, the Award shall be forfeited on the date of your Discharge for Cause during the Performance Period, or upon your violation of any of the confidentiality, non-competition or non-solicitation provisions of Sections 10 and 11.]

6. [ OPTIONAL :  Change in Control .  Unless previously forfeited, the Award shall vest upon the occurrence of a Change in Control in that number of Performance Shares determined as follows: (i) the number of Performance Shares that would have been earned under Section 2 treating the date of the Change in Control as the last day of the Performance Period and prorating the Award based on the ratio of the number of days during the Performance Period before the Change in Control to the total number of days in the Performance Period absent such Change in Control; plus (ii) the number of Performance Shares representing the Target Award and prorating the Target Award based on the ratio of the number of days during the Performance Period after the Change in Control to the total number of days in the Performance Period absent such Change in Control.   As soon as administratively practicable after the date of the Change in Control, the Company shall deliver to you one share of Common Stock for each such vested Performance Shares, which payment shall be in lieu of any payment under Section 2.]

7.             Transferability .  The Performance Shares shall not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner, whether by the operation of law or otherwise.  Any attempted transfer of the Performance Shares prohibited by this Section 7 shall be null and void.

8.             Adjustments .  The Performance Shares shall be subject to adjustment or substitution in accordance with Section 11 of the Plan.

9.             Withholding .  You are responsible for all applicable federal, state and local income and employment taxes (including taxes of any foreign jurisdiction) which the Company is required to withhold at any time with respect to the Performance Shares to satisfy its minimum statutory withholding requirements.  Such payment shall be made in full at your election, in cash or check, by withholding from your next normal payroll check, or by the tender of shares of Common Stock payable under this Award.  Shares of Common Stock tendered as payment of required withholding shall be valued at the closing price per share of Common Stock on the date such withholding obligation arises.

10.           [ OPTIONAL :  Confidential Information .  You acknowledge that through your employment with the Company that you have acquired and had access to the Company’s confidential and proprietary business information and trade secrets.  You agree that the Company may prevent the use or disclosure of its confidential information and proprietary business information and trade secrets and acknowledges that the Company has taken all reasonable steps necessary to protect the secrecy of the information. You agree that you have not and in the future will not use or disclose to any third party Confidential Information, unless compelled by law and after notice to the Company.]

11.           [ OPTIONAL (NON-LEGAL):  Non-Competition and Non-Solicitation .  You agree that you will not, while you are employed by the Company or any of its subsidiaries, and for a period of 24 months subsequent to the termination of such employment, enter into or maintain an employment or contractual relationship, either directly or indirectly, to provide services to a Competitor of substantially the same nature as you provided to the Company or its subsidiaries.  In the event you wish to enter into any relationship or employment before the end of the above-referenced 24 month period which would be covered by the above non-compete provision, you agree to request written permission from the Company’s Executive Vice President, Human Resources before entering any such relationship or employment. The Company may approve or not approve of the relationship or employment at its absolute discretion. You agree that while you are employed by the Company or any of its subsidiaries, and for a period of 36 months

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subsequent to the termination of your employment, you will not directly or indirectly solicit any person who is an employee of the Company to terminate his or her relationship with the Company without prior written approval from the Company’s Executive Vice President, Human Resources.]

11.           [ OPTIONAL (LEGAL) :   Non-Competition and Non-Solicitation .  The Company shall not limit your rights to be employed by or engaged in any business or other activities except as specifically set forth herein. You acknowledge that during your employment with the Company, you have had access to and acquired the Company’s privileged and Confidential Information on a very wide range of issues and subject matter of concern to the Company, and that it would be impossible for you to provide legal services or advice to a Competitor on the great majority of subjects without creating a conflict of interest with respect to the Company as your former client by using, relying on or disclosing this Confidential Information in violation of your ethical obligations referred to above.  You agree that given these circumstances it is reasonable that while you are employed by the Company or any of its subsidiaries, and for 24 months subsequent to the termination of your employment, you will not provide legal services or advice, either directly or indirectly, to any Competitor without the prior written consent of the Company , regardless of whether the services are provided through a direct employment or contractual relationship with a Competitor or through a law firm, consulting firm, or any other entity that provides legal services or advice to a Competitor of the Company. Nothing in this subsection shall prohibit you from working for a law firm, consulting firm, or any other entity that represents or advises a Competitor so long as you personally provide no services or advice to such competitor, or to other persons working within that entity with respect to such Competitor, before the end of the above-referenced 24 month period.    In the event you wish to enter into any relationship or employment before the end of the above-referenced 24 month period which would be covered by the above non-compete and/or non-disclosure or conflict of interest provisions, you agree to request written consent and a waiver of the aforementioned conflict of interest from the Company’s General Counsel before entering any such relationship or employment. The Company may consent or not consent to the relationship or employment at its absolute discretion.  Alternatively, in the event that you believe that such new relationship or employment, despite being with or for a Competitor, is not with respect to any matter that is substantially related to any work done for the Company and therefore does not implicate the conflict of interest provisions, or otherwise does not present a situation in which you would use Confidential Information in such a way as to benefit a person other than the Company, you agree to inform the Company’s General Counsel of the basis for that conclusion and to request the Company’s agreement.  The Company may reasonably request further information, but will not unreasonably withhold its agreement to such a request by you.  You further agree that while you are employed by the Company or any of its subsidiaries, and for a period of 36 months subsequent to the termination of your employment, you will not directly or indirectly solicit any person who is an employee of the Company to terminate his or her relationship with the Company without prior written approval from the Company’s Executive Vice President, Human Resources.]

12.           Miscellaneous

(a)           Disclaimer of Rights .  Nothing contained herein shall constitute an obligation for continued employment.

(b)           Rights Unsecured .  You shall have only the Company’s unfunded, unsecured promise to pay pursuant to the terms of this Award.  Your rights shall be that of an unsecured general creditor of the Company and you shall not have any security interest in any assets of the Company.

(c)           Adjustment for Dividends .  Upon the payment of any cash dividend on shares of common stock of the Company before the issuance of a stock certificate representing the earned Award, the number of performance shares shall be increased by the number obtained by dividing (x) the aggregate amount of the dividend that would be payable if each performance share were issued and outstanding and entitled to dividends on the dividend payment date, by (y) the closing stock price of the common stock on the dividend

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payment date. The number of performance shares shall also be entitled to such adjustments as are determined by the Committee under Section 11 of the Plan.]

(b)           Limitation of Actions .  Any lawsuit with respect to any matter arising out of or relating to this Award must be filed no later than one (1) year after the earlier of the date the claim arises or the date the Company provides you notice of denial of your claim.

(c)           Offset .   The Company may deduct from amounts otherwise payable under this Award all amounts owed by you to the Company and its affiliates to the maximum extent permitted by applicable law.

(d)           Terms of Plan .  The Award is subject to the terms and conditions set forth in the Plan, which are incorporated into and shall be deemed to be a part of this Award, without regard to whether such terms and conditions (including, for example, provisions relating to certain changes in capitalization of the Company) are otherwise set forth in this Award. In the event that there is any inconsistency between the provisions of this Award and of the Plan, the provisions of the Plan shall govern.

(e)           Severability .  If any term, provision, covenant or restriction contained herein is held by a court or a federal regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect, and shall in no way be affected, impaired or invalidated.

(f)            Controlling Law .  The Award shall be construed, interpreted and applied in accordance with the law of the State of Delaware, without giving effect to the choice of law provisions thereof.  You agree to irrevocably submit any dispute arising out of or relating to this Award to the exclusive concurrent jurisdiction of the state and federal courts located in Delaware.  You also irrevocably waive, to the fullest extent permitted by applicable law, any objection you may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute, and you agree to accept service of legal process from the courts of Delaware.

(g)           Code Section 409A Compliance .  To the extent applicable, it is intended that this Award and the Plan not be subject to or otherwise comply with the provisions of Code Section 409A, so that the income inclusion provisions of Code Section 409A(a)(1) do not apply. This Award and the Plan shall be interpreted and administered in a manner consistent with this intent, and any provision that would cause the Award or the Plan to fail to satisfy Code Section 409A shall have no force and effect until amended to comply with Code Section 409A (which amendment may be retroactive to the extent permitted by Code Section 409A and may be made by the Company without your consent).

13.           Definitions .   As used herein, the following terms shall be defined as set forth below:

(a)           “ Award ” means the Performance Share Award to you as set forth herein, and as may be amended as provided herein.

(b)           “ Board ” means the Company’s Board of Directors.

(c)           [ OPTIONAL :  “ Change in Control. ” means the occurrence of a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934 (“1934 Act”) as in effect at the time of such change in control, provided that such a change in control shall be deemed to have occurred at such time as (i) any “person” (as that term is used in Sections 13(d) and 14(d) (2) of the 1934 Act), is or becomes the “beneficial owner,” directly or

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indirectly, of securities representing 50% or more of the combined voting power for election of directors of the then outstanding securities of the Company or any successor of the Company; (ii) during any period of two (2) consecutive years or less, individuals who at the beginning of such period constituted the Board cease, for any reason, to constitute at least a majority of the Board, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period or whose election or nomination for election was so approved; (iii) the consummation of any merger or consolidation, approved by the stockholders of the Company, as a result of which the common stock of the Company shall be changed, converted or exchanged (other than a merger with a wholly owned subsidiary of the Company) or of any sale or other disposition in one or a series of related transactions of 50% or more of the assets or earning power of the Company, or the approval by stockholders of any liquidation of the Company; or (iv) the consummation of any merger or consolidation, approved by the stockholders of the Company, to which the Company is a party as a result of which the persons who were stockholders of the Company immediately prior to the effective date of the merger or consolidation shall have beneficial ownership of less than 50% of the combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation.]

(d)           “ Code ” means the Internal Revenue Code of 1986, as amended.

(e)           “ Committee ” means the Leadership Development and Compensation Committee of the Board.

(f)            “ Common Stock ” means the Company’s $.05 par value common stock.

(g)           “ Company ” means The Home Depot, Inc., a Delaware corporation, with corporate headquarters located at 2455 Paces Ferry Road, Atlanta, Georgia  30339.

(g)           [ OPTIONAL :  “ Competitor ” means any company or entity engaged in any way in a business that competes directly or indirectly with the Company, its parents, subsidiaries, affiliates or related entities, in the United States, Canada, Puerto Rico, Mexico, China, or any other location in which the Company, its parents, subsidiaries, affiliates or related entities conduct business before your employment termination date; businesses that compete with the Company specifically include, but are not limited to, the following entities and each of their subsidiaries, affiliates, assigns, or successors in interest: [INSERT LIST OF COMPETITORS HERE] . ]

(h)           [ OPTIONAL :   “ Confidential Information ” shall include any data or information that is valuable to the Company and not generally known to competitors of the Company or other outsiders, regardless of whether the confidential information is in printed, written or electronic form, retained in your memory or has been compiled or created by you, including but is not limited to technical, financial, personnel, staffing, payroll, computer systems, marketing, advertising, merchandising, product, vendor, customer or store planning data, trade secrets, or other information similar to the foregoing.]

(i)            [ OPTIONAL :   “ Discharge for Cause ” means the involuntary termination of your employment with the Company and its subsidiaries or a successor entity because of an event involving moral turpitude or dishonesty, a gross failure or negligence on your part in performing your expected duties, a violation of the Company’s substance abuse or compliance policies, or willful misconduct or action by you that is damaging or detrimental to the Company.  A determination by the Company that a termination is a Discharge for Cause will be conclusive and binding.]

(h)           “ Disability ” means your inability to substantially perform your employment duties with the Company and its Subsidiaries, with reasonable accommodation, as evidenced by a certificate signed either

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by a physician mutually acceptable to you and the Company or, if we cannot agree upon a physician, by a physician selected by agreement of a physician designated by the Company and a physician designated by you; provided, however, that if such physicians cannot agree upon a third physician within thirty (30) days, such third physician shall be designated by the American Arbitration Association.

(i)            “ Grant Date ” means the date this Award is made to you, as set forth on the first page the Award.

(j)            “ Maximum Award ” means that maximum number of Performance Shares awarded to you as set forth in Section 2, representing Three Hundred Percent (300%) of the Target Award.

(k)           “ Performance Period ” means the Company’s three (3) consecutive fiscal years commencing with the fiscal year beginning                               .

(l)            “ Performance Share ” means a bookkeeping entry that records the equivalent of one share of Common Stock.

(m)          “ Plan ” means The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan, as amended from time to time.

(n)           “ Retirement Eligibility ” means attainment of age 60 and completion of at least five (5) years of continuous service with the Company and its subsidiaries.

(o)           “ S&P 500 ” means the companies constituting the Standard & Poor’s 500 Index as of the beginning and end of the Performance Period (including the Company) and which continue to be actively traded under the same ticker symbol on an established securities market through the end of the Performance Period.

(p)           “ Target Award ” means that number of Performance Shares specified as such in Section 2.

(q)           “ Total Shareholder Return ” or “ TSR ” means with respect to the Company or other S&P 500 company: (i) the change in the average closing market price of its common stock (as quoted in the principal market on which it is traded over the 20 trading days immediately preceding the beginning and end of the Performance Period) plus dividends and other distributions paid, divided by (ii) the average closing market price over the 20 trading days immediately preceding the beginning of the Performance Period, all of which is adjusted for any changes in equity structure, including but not limited to stock splits and stock dividends, and assuming that all cash dividends and cash distributions are immediately reinvested in common stock of the entity using the closing market price on the dividend payment date.

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EXHIBIT 10.8

Mexico Template

THE HOME DEPOT, INC.

2005 OMNIBUS STOCK INCENTIVE PLAN

PERFORMANCE SHARE AWARD

THIS PERFORMANCE SHARE AWARD is made to                      on this the        day of                  ,                  (“Grant Date”) by THE HOME DEPOT, INC., a Delaware corporation, with corporate headquarters located at 2455 Paces Ferry Road, Atlanta, Georgia  30339.

The Company recognizes the value of your service as a key employee of Asociados Home Depot, S.A. de C.V. and has granted you this performance share award under the Plan, subject to the following terms and conditions.  Capitalized terms shall have the meanings set forth in Section 13.

You hereby acknowledge that the relationship between the Company and you as a consequence of the Plan is different and apart from your employment relationship with Asociados Home Depot, S.A. de C.V.  Being an employee of Asociados Home Depot, S.A. de C.V. makes you eligible to participate in the Plan but it does not commit Asociados Home Depot, S.A. de C.V. to provide any particular benefit under the Plan.

1.             Award . Subject to the conditions set forth herein, the Company hereby grants to you, as of the Grant Date specified above, a Target Award of                  Performance Shares and a Maximum Award of                 Performance Shares, which may be earned in accordance with Section 2.

2.             Performance Vesting .  Subject to Sections 4, 5 and 6, the Company shall deliver to you one share of Common Stock for each whole Performance Share that is earned in accordance with the following schedule, based on the percentile ranking of the Company’s TSR for the Performance Period relative to the TSR of the S&P 500 for the Performance Period:

Company’s Relative TSR Percentile Ranking				Percentage of Target Award Performance Shares Earned
Below Threshold:		Below 40th		0	%
Threshold:		40th		50	%
Target:		50th		100	%
Maximum:		100th		300	%

 

If the Company’s relative TSR ranking is between the percentile rankings listed above, the percentage of the Target Award shall be interpolated, as set forth on Schedule A .  The percentile ranking is the percentage of S&P 500 companies with TSR for the Performance that is less than or equal to the Company’s TSR.  If the Company’s TSR is the same as another company’s TSR, the Company shall be treated as having the higher TSR.  The percentile ranking shall be rounded to the nearest whole percentage, with (.50) rounded up.

3.             Delivery of Shares .  The number of shares of Common Stock that you earn under Section 2 will be delivered to you as soon as administratively practicable after the end of the Performance Period.  Before such delivery, the Committee shall certify in writing the number of Performance Shares that you have earned.  No fractional shares will be delivered pursuant to this Award and fractional shares shall be rounded down.

4.             Employment Termination .  Except as provided in Section 5, if your employment with Asociados Home Depot, S.A. de C.V. or its affiliates terminates before the end of the Performance Period, this Performance Share Award shall be forfeited on the date of such termination.

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5.             Death, Disability or Retirement .  If your employment with Asociados Home Depot, S.A. de C.V. or its affiliates terminates during the Performance Period, because of your death, Disability or retirement, in each case at or after Retirement Eligibility, you will be entitled to all of the Performance Shares earned in accordance with Section 2, determined at the end of the Performance Period. If your employment with Asociados Home Depot, S.A. de C.V. or its affiliates terminates during the Performance Period due to your death or Disability before Retirement Eligibility, you will be entitled to a prorated portion of the Performance Shares earned in accordance with Section 2, determined at the end of the Performance Period and based on the ratio of the number of days you are employed during the Performance Period to the total number of days in the Performance Period.  Any payments due on your death shall be paid to your estate as soon as administratively practicable after the end of the Performance Period. [ OPTIONAL : Notwithstanding the foregoing, the Award shall be forfeited on the date of your Discharge for Cause during the Performance Period, or upon your violation of any of the confidentiality, non-competition or non-solicitation provisions of Sections 10 and 11.]

6. [ OPTIONAL :  Change in Control .  Unless previously forfeited, the Award shall vest upon the occurrence of a Change in Control in that number of Performance Shares determined as follows: (i) the number of Performance Shares that would have been earned under Section 2 treating the date of the Change in Control as the last day of the Performance Period and prorating the Award based on the ratio of the number of days during the Performance Period before the Change in Control to the total number of days in the Performance Period absent such Change in Control; plus (ii) the number of Performance Shares representing the Target Award and prorating the Target Award based on the ratio of the number of days during the Performance Period after the Change in Control to the total number of days in the Performance Period absent such Change in Control.   As soon as administratively practicable after the date of the Change in Control, the Company shall deliver to you one share of Common Stock for each such vested Performance Shares, which payment shall be in lieu of any payment under Section 2.]

7.             Transferability .  The Performance Shares shall not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner, whether by the operation of law or otherwise.  Any attempted transfer of the Performance Shares prohibited by this Section 7 shall be null and void.

8.             Adjustments .  The Performance Shares shall be subject to adjustment or substitution in accordance with Section 11 of the Plan.

9.             Withholding .  You are responsible for all applicable federal, state and local income and employment taxes (including taxes of any foreign jurisdiction) which the Company is required to withhold at any time with respect to the Performance Shares to satisfy its minimum statutory withholding requirements.  Such payment shall be made in full at your election, in cash or check, by withholding from your next normal payroll check, or by the tender of shares of Common Stock payable under this Award.  Shares of Common Stock tendered as payment of required withholding shall be valued at the closing price per share of Common Stock on the date such withholding obligation arises.

10.           [ OPTIONAL :  Confidential Information .  You acknowledge that through your employment with Asociados Home Depot, S.A. de C.V. or its affiliates that you have acquired and had access to the Company’s confidential and proprietary business information and trade secrets.  You agree that the Company may prevent the use or disclosure of its confidential information and proprietary business information and trade secrets and acknowledges that the Company has taken all reasonable steps necessary to protect the secrecy of the information. You agree that you have not and in the future will not use or disclose to any third party Confidential Information, unless compelled by law and after notice to the Company.]

11.           [ OPTIONAL (NON - LEGAL):  Non - Competition and Non - Solicitation .  In consideration for this Award, you agree that you will not, while you are employed by Asociados Home Depot, S.A. de C.V.

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or its affiliates, and for a period of 24 months subsequent to the termination of such employment, enter into or maintain an employment or contractual relationship, either directly or indirectly, to provide services to a Competitor of substantially the same nature as you provided to the Company or its subsidiaries.  In the event you wish to enter into any relationship or employment before the end of the above-referenced 24 month period which would be covered by the above non—compete provision, you agree to request written permission from the Company’s Executive Vice President, Human Resources before entering any such relationship or employment. The Company may approve or not approve of the relationship or employment at its absolute discretion. You agree that while you are employed by the Company or any of its subsidiaries, and for a period of 36 months subsequent to the termination of your employment, you will not directly or indirectly solicit any person who is an employee of the Company to terminate his or her relationship with the Company without prior written approval from the Company’s Executive Vice President, Human Resources.]

11.           [ OPTIONAL (LEGAL) :   Non - Competition and Non - Solicitation .  The Company shall not limit your rights to be employed by or engaged in any business or other activities except as specifically set forth herein. You acknowledge that during your employment with Asociados Home Depot, S.A. de C.V. or its affiliates, you have had access to and acquired the Company’s privileged and Confidential Information on a very wide range of issues and subject matter of concern to the Company, and that it would be impossible for you to provide legal services or advice to a Competitor on the great majority of subjects without creating a conflict of interest with respect to the Company as your former client by using, relying on or disclosing this Confidential Information in violation of your ethical obligations referred to above.  You agree that given these circumstances, and in consideration for this Award, it is reasonable that while you are employed by Asociados Home Depot, S.A. de C.V. or its affiliates, and for 24 months subsequent to the termination of your employment, you will not provide legal services or advice, either directly or indirectly, to any Competitor without the prior written consent of the Company , regardless of whether the services are provided through a direct employment or contractual relationship with a Competitor or through a law firm, consulting firm, or any other entity that provides legal services or advice to a Competitor of the Company. Nothing in this subsection shall prohibit you from working for a law firm, consulting firm, or any other entity that represents or advises a Competitor so long as you personally provide no services or advice to such competitor, or to other persons working within that entity with respect to such Competitor, before the end of the above-referenced 24 month period.    In the event you wish to enter into any relationship or employment before the end of the above-referenced 24 month period which would be covered by the above non-compete and/or non-disclosure or conflict of interest provisions, you agree to request written consent and a waiver of the aforementioned conflict of interest from the Company’s General Counsel before entering any such relationship or employment. The Company may consent or not consent to the relationship or employment at its absolute discretion.  Alternatively, in the event that you believe that such new relationship or employment, despite being with or for a Competitor, is not with respect to any matter that is substantially related to any work done for the Company and therefore does not implicate the conflict of interest provisions, or otherwise does not present a situation in which you would use Confidential Information in such a way as to benefit a person other than the Company, you agree to inform the Company’s General Counsel of the basis for that conclusion and to request the Company’s agreement.  The Company may reasonably request further information, but will not unreasonably withhold its agreement to such a request by you.  You further agree that while you are employed by Asociados Home Depot, S.A. de C.V. or its affiliates, and for a period of 36 months subsequent to the termination of your employment, you will not directly or indirectly solicit any person who is an employee of the Company and its subsidiaries to terminate his or her relationship with the Company without prior written approval from the Company’s Executive Vice President, Human Resources.]

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12.           Miscellaneous

(a)           Disclaimer of Rights .  Nothing contained herein shall constitute an obligation for continued employment.

(b)           Rights Unsecured .  You shall have only the Company’s unfunded, unsecured promise to pay pursuant to the terms of this Award.  Your rights shall be that of an unsecured general creditor of the Company and you shall not have any security interest in any assets of the Company.

(c)           Adjustment for Dividends .  Upon the payment of any cash dividend on shares of common stock of the Company before the issuance of a stock certificate representing the earned Award, the number of performance shares shall be increased by the number obtained by dividing (x) the aggregate amount of the dividend that would be payable if each performance share were issued and outstanding and entitled to dividends on the dividend payment date, by (y) the closing stock price of the common stock on the dividend payment date. The number of performance shares shall also be entitled to such adjustments as are determined by the Committee under Section 11 of the Plan.]

(b)           Limitation of Actions .  Any lawsuit with respect to any matter arising out of or relating to this Award must be filed no later than one (1) year after the earlier of the date the claim arises or the date the Company provides you notice of denial of your claim.

(c)           Offset .   The Company may deduct from amounts otherwise payable under this Award all amounts owed by you to the Company and its affiliates to the maximum extent permitted by applicable law.

(d)           Terms of Plan .  The Award is subject to the terms and conditions set forth in the Plan, which are incorporated into and shall be deemed to be a part of this Award, without regard to whether such terms and conditions (including, for example, provisions relating to certain changes in capitalization of the Company) are otherwise set forth in this Award. In the event that there is any inconsistency between the provisions of this Award and of the Plan, the provisions of the Plan shall govern.

(e)           Severability .  If any term, provision, covenant or restriction contained herein is held by a court or a federal regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect, and shall in no way be affected, impaired or invalidated.

(f)            Controlling Law .  The Award shall be construed, interpreted and applied in accordance with the law of the State of Delaware, without giving effect to the choice of law provisions thereof.  You agree to irrevocably submit any dispute arising out of or relating to this Award to the exclusive concurrent jurisdiction of the state and federal courts located in Delaware.  You also irrevocably waive, to the fullest extent permitted by applicable law, any objection you may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute, and you agree to accept service of legal process from the courts of Delaware.

(g)           Code Section 409A Compliance .  To the extent applicable, it is intended that this Award and the Plan not be subject to or otherwise comply with the provisions of Code Section 409A, so that the income inclusion provisions of Code Section 409A(a)(1) do not apply. This Award and the Plan shall be interpreted and administered in a manner consistent with this intent, and any provision that would cause the Award or the Plan to fail to satisfy Code Section 409A shall have no force and effect until amended to

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comply with Code Section 409A (which amendment may be retroactive to the extent permitted by Code Section 409A and may be made by the Company without your consent).

13.           Definitions .  As used herein, the following terms shall be defined as set forth below:

(a)           “ Award ” means the Performance Share Award to you as set forth herein, and as may be amended as provided herein.

(b)           “ Board ” means the Company’s Board of Directors.

(c)           [ OPTIONAL :  “ Change in Control ” means the occurrence of a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934 (“1934 Act”) as in effect at the time of such change in control, provided that such a change in control shall be deemed to have occurred at such time as (i) any “person” (as that term is used in Sections 13(d) and 14(d) (2) of the 1934 Act), is or becomes the “beneficial owner,” directly or indirectly, of securities representing 50% or more of the combined voting power for election of directors of the then outstanding securities of the Company or any successor of the Company; (ii) during any period of two (2) consecutive years or less, individuals who at the beginning of such period constituted the Board cease, for any reason, to constitute at least a majority of the Board, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period or whose election or nomination for election was so approved; (iii) the consummation of any merger or consolidation, approved by the stockholders of the Company, as a result of which the common stock of the Company shall be changed, converted or exchanged (other than a merger with a wholly owned subsidiary of the Company) or of any sale or other disposition in one or a series of related transactions of 50% or more of the assets or earning power of the Company, or the approval by stockholders of any liquidation of the Company; or (iv) the consummation of any merger or consolidation, approved by the stockholders of the Company, to which the Company is a party as a result of which the persons who were stockholders of the Company immediately prior to the effective date of the merger or consolidation shall have beneficial ownership of less than 50% of the combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation.]

(d)           “ Code ” means the Internal Revenue Code of 1986, as amended.

(e)           “ Committee ” means the Leadership Development and Compensation Committee of the Board.

(f)            “ Common Stock ” means the Company’s $.05 par value common stock.

(g)           “ Company ” means The Home Depot, Inc., a Delaware corporation, with corporate headquarters located at 2455 Paces Ferry Road, Atlanta, Georgia  30339.

(g)           [ OPTIONAL :  “ Competitor ” means any company or entity engaged in any way in a business that competes directly or indirectly with the Company, its parents, subsidiaries, affiliates or related entities, in the United States, Canada, Puerto Rico, Mexico, China, or any other location in which the Company, its parents, subsidiaries, affiliates or related entities conduct business before your employment termination date; businesses that compete with the Company specifically include, but are not limited to, the following entities and each of their subsidiaries, affiliates, assigns, or successors in interest: [INSERT LIST OF COMPETITORS HERE] . ]

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(h)           [ OPTIONAL :   “ Confidential Information ” shall include any data or information that is valuable to the Company and not generally known to competitors of the Company or other outsiders, regardless of whether the confidential information is in printed, written or electronic form, retained in your memory or has been compiled or created by you, including but is not limited to technical, financial, personnel, staffing, payroll, computer systems, marketing, advertising, merchandising, product, vendor, customer or store planning data, trade secrets, or other information similar to the foregoing.]

(i)            [ OPTIONAL :   “ Discharge for Cause ” means the involuntary termination of your employment with Asociados Home Depot, S.A. de C.V. or its affiliates or a successor entity because of an event involving moral turpitude or dishonesty, a gross failure or negligence on your part in performing your expected duties, a violation of the Company’s or its affiliates substance abuse or compliance policies, or willful misconduct or action by you that is damaging or detrimental to the Company or its affiliates.  A determination by the Company that a termination is a Discharge for Cause will be conclusive and binding regardless of any action you may file challenging such a Discharge.]

(h)           “ Disability ” means your inability to substantially perform your employment duties with Asociados Home Depot, S.A. de C.V. or its affiliates, with reasonable accommodation, as evidenced by a certificate signed either by a physician mutually acceptable to you and the Company or, if we cannot agree upon a physician, by a physician selected by agreement of a physician designated by the Company and a physician designated by you; provided, however, that if such physicians cannot agree upon a third physician within thirty (30) days, such third physician shall be designated by the American Arbitration Association.

(i)            “ Grant Date ” means the date this Award is made to you, as set forth on the first page the Award.

(j)            “ Maximum Award ” means that maximum number of Performance Shares awarded to you as set forth in Section 2, representing Three Hundred Percent (300%) of the Target Award.

(k)           “ Performance Period ” means the Company’s three (3) consecutive fiscal years commencing with the fiscal year beginning                     .

(l)            “ Performance Share ” means a bookkeeping entry that records the equivalent of one share of Common Stock.

(m)          “ Plan ” means The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan, as amended from time to time.

(n)           “ Retirement Eligibility ” means attainment of age 60 and completion of at least five (5) years of continuous service with the Company and its subsidiaries.

(o)           “ S&P 500 ” means the companies constituting the Standard & Poor’s 500 Index as of the beginning and end of the Performance Period (including the Company) and which continue to be actively traded under the same ticker symbol on an established securities market through the end of the Performance Period.

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(p)           “ Target Award ” means that number of Performance Shares specified as such in Section 2.

(q)           “ Total Shareholder Return ” or “ TSR ” means with respect to the Company or other S&P 500 company: (i) the change in the average closing market price of its common stock (as quoted in the principal market on which it is traded over the 20 trading days immediately preceding the beginning and end of the Performance Period) plus dividends and other distributions paid, divided by (ii) the average closing market price over the 20 trading days immediately preceding the beginning of the Performance Period, all of which is adjusted for any changes in equity structure, including but not limited to stock splits and stock dividends, and assuming that all cash dividends and cash distributions are immediately reinvested in common stock of the entity using the closing market price on the dividend payment date.

***  ***  ***  ***  ***  ***  ***  ***  ***  ***

7

Exhibit 10.9

[Performance Vested Option]

THE HOME DEPOT, INC.

NONQUALIFIED STOCK OPTION

THE HOME DEPOT, INC. 2005 OMNIBUS STOCK INCENTIVE PLAN

GRANTED TO: <NAME>		GRANT DATE: <GRANT DATE>		NUMBER OF SHARES OF THE HOME DEPOT, INC. COMMON STOCK: <OPTIONS GRANTED>		EXERCISE PRICE PER SHARE: <OPTION PRICE>
Social Security #: <SSN>		LATEST EXP. DATE: <10TH ANNIVERSARY OF GRANT DATE>

 

The Company recognizes the value of your service as a key employee of the Company and its subsidiaries and has awarded you this nonqualified stock option under the Plan, subject to the following terms and conditions.  Capitalized terms shall have the meanings set forth in Section 11.

1.              Award .  The Company hereby grants you a nonqualified stock option, as of the Grant Date specified above, to purchase from the Company the above-stated number of shares of the Company’s Common Stock, $.05 par value, at the Exercise Price set forth in Section 2.

              2.         Exercise Price .  The Exercise Price for the Option shares is $________ per share, which is the Closing Stock Price on the Grant Date.

3.             Vesting and Exercise Period .

(a)           Performance Vesting .  The Option shall vest and become exercisable in full on the later of: (i) the Target Price Date; or (ii) the first anniversary of the Grant Date.

(b)           Death, Disability, Retirement .  Unless previously forfeited, Option shares that have not vested as of the date of your Retirement Eligibility, or your death or Disability at any time, shall continue to vest according to the vesting schedule set forth in Section 3(a) and, if vested before the fifth anniversary of the Grant Date, shall remain exercisable through the Latest Expiration Date; provided, that in the event your employment ends due to your death or Disability before Retirement Eligibility, the Option shares shall remain exercisable only through the earlier of: (i) the first anniversary of the later of the vesting date or your employment termination date; or (ii) the date the Option expires in accordance with Section 4.

4.             Expiration .  The Option shall expire and be forfeited on the earlier of: (i) the date of termination of your employment with the Company and its subsidiaries for any reason other than Retirement Eligibility, death or Disability, or three months thereafter if the Option was vested on your employment termination date; or (ii) the fifth anniversary of the Grant Date if the Target Price Date has not occurred; [ OPTIONAL : or  (iii) Discharge for Cause or violation of any of the confidentiality, non-competition or non-solicitation provisions of Sections 8 and 9 at any time, including during any continued vesting period provided by Section 3;] or (iv) the Latest Expiration Date.  In no event may the Option be exercised after the Latest Expiration Date.

5.             Method of Exercise .  Once vested, the Option may be exercised at any time before expiration, in whole or in part, but in no event with respect to a fractional share.  Exercise shall be by notice of exercise to the Company, specifying the number of shares to be purchased, the Exercise Price for each share and the aggregate Exercise Price for all shares being purchased under said notice.  The notice shall be accompanied by payment of the aggregate Exercise Price for the number of shares purchased and any applicable withholding taxes.  Such exercise shall be effective upon the actual receipt of such payment and notice to the Company.  The aggregate Exercise Price shall be paid by check payable to the order of the Company, or shares of Common Stock of the Company, the fair market value of which at the time of such exercise is equal to the aggregate Exercise Price (or portion thereof to be paid with previously owned Common Stock).  Payment of the Exercise Price in shares of Common Stock shall be made by delivering properly endorsed stock certificates to the Company or otherwise causing such Common Stock to be transferred to the account of the Company, either physically or through

 

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attestation.  In addition, the aggregate Exercise Price for all shares purchased pursuant to an exercise of the Option may be paid from the proceeds of sale through a bank or broker on the date of exercise of some or all of the shares to which the exercise relates.  There shall be furnished with each notice of the exercise of any portion of the Option such documents as the Company in its discretion may deem necessary to ensure compliance with applicable rules and regulations of any stock exchange or governmental authority.  No rights or privileges of a stockholder of the Company in respect to such shares issuable upon the exercise of any part of the Option shall accrue to you unless and until certificates representing such shares have been registered in your name.   The Company shall make reasonable efforts to comply with all applicable federal and state securities laws and other applicable laws; provided, however, that notwithstanding any other provision of this Option, the Option shall not be exercisable if the exercise thereof would result in a violation of any law.

6.             Nontransferability .  Except as otherwise provided in the Plan, the Option shall not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner, other than by will or under the laws of descent and distribution, whether by the operation of law or otherwise.  An option may be exercised, during your lifetime, only by you or your legal representative.  Upon any attempt to do anything prohibited by this section, the Option shall immediately become null and void.

7.             Withholding .  You are responsible for all applicable federal, state and local income and employment taxes (including taxes of any foreign jurisdiction) which the Company is required to withhold at any time with respect to the Option to satisfy its minimum statutory withholding requirements.  Such payment shall be made in full, at your election, in cash or check, by withholding from your next normal payroll check, or by the tender of shares of the Company’s Common Stock (including shares then purchased under this Award).   Shares tendered as payment of required withholding shall be valued at the Closing Stock Price on the date such withholding obligation arises.

[ OPTIONAL :        8.             Confidential Information .  You acknowledge that through your employment with the Company that you have acquired and had access to the Company’s confidential and proprietary business information and trade secrets.  You agree that the Company may prevent the use or disclosure of its confidential information and proprietary business information and trade secrets and acknowledges that the Company has taken all reasonable steps necessary to protect the secrecy of the information. You agree that you have not and in the future will not use or disclose to any third party Confidential Information, unless compelled by law and after notice to the Company. ]

[ OPTIONAL (NON-LEGAL) :           9.   Non-Competition and Non-Solicitation .  You agree that you will not, while you are employed by the Company or any of its subsidiaries, and for a period of 24 months subsequent to the termination of such employment, enter into or maintain an employment or contractual relationship, either directly or indirectly, to provide services to a Competitor of substantially the same nature as you provided to the Company or its subsidiaries.  In the event you wish to enter into any relationship or employment before the end of the above-referenced 24 month period which would be covered by the above non-compete provision, you agree to request written permission from the Company’s Executive Vice President, Human Resources before entering any such relationship or employment. The Company may approve or not approve of the relationship or employment at its absolute discretion. You agree that while you are employed by the Company or any of its subsidiaries, and for a period of 36 months subsequent to the termination of your employment, you will not directly or indirectly solicit any person who is an employee of the Company to terminate his or her relationship with the Company without prior written approval from the Company’s Executive Vice President, Human Resources.]

[ OPTIONAL (LEGAL) :   9.  Non-Competition and Non-Solicitation .  The Company shall not limit your rights to be employed by or engaged in any business or other activities except as specifically set forth herein. You acknowledge that during your employment with the Company, you have had access to and acquired the Company’s privileged and Confidential Information on a very wide range of issues and subject matter of concern to the Company, and that it would be impossible for you to provide legal services or advice to a Competitor on the great majority of subjects without creating a conflict of interest with respect to the Company as your former client by using, relying on or disclosing this Confidential Information in violation of your ethical obligations referred to above.  You agree that given these circumstances it is reasonable that while you are employed by the Company or any of its subsidiaries, and for 24 months subsequent to the termination of your employment, you will not provide legal services or advice, either directly or indirectly, to any Competitor without

 

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the prior written consent of the Company , regardless of whether the services are provided through a direct employment or contractual relationship with a Competitor or through a law firm, consulting firm, or any other entity that provides legal services or advice to a Competitor of the Company. Nothing in this subsection shall prohibit you from working for a law firm, consulting firm, or any other entity that represents or advises a Competitor so long as you personally provide no services or advice to such competitor, or to other persons working within that entity with respect to such Competitor, before the end of the above-referenced 24 month period.    In the event you wish to enter into any relationship or employment before the end of the above-referenced 24 month period which would be covered by the above non-compete and/or non-disclosure or conflict of interest provisions, you agree to request written consent and a waiver of the aforementioned conflict of interest from the Company’s General Counsel before entering any such relationship or employment. The Company may consent or not consent to the relationship or employment at its absolute discretion.  Alternatively, in the event that you believe that such new relationship or employment, despite being with or for a Competitor, is not with respect to any matter that is substantially related to any work done for the Company and therefore does not implicate the conflict of interest provisions, or otherwise does not present a situation in which you would use Confidential Information in such a way as to benefit a person other than the Company, you agree to inform the Company’s General Counsel of the basis for that conclusion and to request the Company’s agreement.  The Company may reasonably request further information, but will not unreasonably withhold its agreement to such a request by you.  You further agree that while you are employed by the Company or any of its subsidiaries, and for a period of 36 months subsequent to the termination of your employment, you will not directly or indirectly solicit any person who is an employee of the Company to terminate his or her relationship with the Company without prior written approval from the Company’s Executive Vice President, Human Resources.]

10.       Miscellaneous

(a)           Disclaimer of Rights .  Nothing contained herein shall constitute an obligation for continued employment.

(b)           Limitation of Actions .  Any lawsuit with respect to any matter arising out of or relating to this Award must be filed no later than one (1) year after the earlier of the date the claim arises or the date the Company provides you notice of denial of your claim.

(c)           Severability .  If any term, provision, covenant or restriction contained herein is held by a court or a federal regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect, and shall in no way be affected, impaired or invalidated.

(d)           Offset .   The Company may deduct from amounts otherwise payable under this Award all amounts owed by you to the Company and its affiliates to the maximum extent permitted by applicable law.

(e)           Controlling Law .  The Option shall be construed, interpreted and applied in accordance with the law of the State of Delaware, without giving effect to the choice of law provisions thereof.  You agree to irrevocably submit any dispute arising out of or relating to this Option to the exclusive concurrent jurisdiction of the state and federal courts located in Delaware.  You also irrevocably waive, to the fullest extent permitted by applicable law, any objection you may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute, and you agree to accept service of legal process from the courts of Delaware.

                           (f)               Terms of Plan .  The Option is subject to the terms and conditions set forth in the Plan, which are incorporated into and shall be deemed to be a part of this Option, without regard to whether such terms and conditions (including, for example, provisions relating to certain changes in capitalization of the Company) are otherwise set forth in this Option. In the event that there is any inconsistency between the provisions of this Option and of the Plan, the provisions of the Plan shall govern.

11.           Definitions .  As used in this Option, the following terms shall be defined as set forth below:

(a)           “ Closing Stock Price ” means, as of any date, the closing stock price for the Company’s

 

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Common Stock on the New York Stock Exchange, and if the New York Stock Exchange is not open for trading on such date, the closing stock price on the immediately preceding date when the market is open for trading.

(b)           “ Company ” means The Home Depot, Inc., a Delaware corporation, with its corporate headquarters located at 2455 Paces Ferry Road, Atlanta, Georgia  30339.

[ OPTIONAL :  (c)   “ Competitor ” means any company or entity engaged in any way in a business that competes directly or indirectly with the Company, its parents, subsidiaries, affiliates or related entities, in the United States, Canada, Puerto Rico, Mexico, China, or any other location in which the Company, its parents, subsidiaries, affiliates or related entities conduct business before your employment termination date; businesses that compete with the Company specifically include, but are not limited to, the following entities and each of their subsidiaries, affiliates, assigns, or successors in interest: [INSERT LIST OF COMPETITORS HERE] . ]

[ OPTIONAL :   (d)  “ Confidential Information ” shall include any data or information that is valuable to the Company and not generally known to competitors of the Company or other outsiders, regardless of whether the confidential information is in printed, written or electronic form, retained in your memory or has been compiled or created by you, including but is not limited to technical, financial, personnel, staffing, payroll, computer systems, marketing, advertising, merchandising, product, vendor, customer or store planning data, trade secrets, or other information similar to the foregoing.]

[ OPTIONAL :   (e)  “ Discharge for Cause ” means the involuntary termination of your employment with the Company and its subsidiaries or a successor entity because of an event involving moral turpitude or dishonesty, a gross failure or negligence on your part in performing your expected duties, a violation of the Company’s substance abuse or compliance policies, or willful misconduct or action by you that is damaging or detrimental to the Company.  A determination by the Company that a termination is a Discharge for Cause will be conclusive and binding.]

(f)            “ Disability ” means termination of your employment with the Company and its subsidiaries due to your inability to substantially perform your employment duties with the Company and its subsidiaries, with reasonable accommodation, as evidenced by a certificate signed either by a physician mutually acceptable to you and the Company or, if we cannot agree upon a physician, by a physician selected by agreement of a physician designated by the Company and a physician designated by you; provided, however, that if such physicians cannot agree upon a third physician within thirty (30) days, such third physician shall be designated by the American Arbitration Association.

(g)           “ Exercise Price ” means the exercise price for the Option shares, as set forth in Section 2.

(h)           “ Grant Date ” means the date of grant of the Option as set forth above.

(i)            “ Latest Expiration Date ” means the tenth anniversary of the Grant Date.

(j)            “ Option ” means the nonqualified stock option granted herein.

(k)           “ Plan ” means the Company’s 2005 Omnibus Stock Incentive Plan, as amended.

(l)            Retirement Eligibility ” means attainment of age 60 with at least five (5) years of continuous service with the Company and its subsidiaries.

(m)          Target Price Date ” means the first date, on or before the fifth anniversary of the Grant Date, on which the Closing Stock Price has been equal to or greater than 125% of the Exercise Price for thirty (30) consecutive trading days.

*** *** *** *** *** *** *** *** ***

 

4

Exhibit 10.10

LONG-TERM INCENTIVE PROGRAM

PERFORMANCE UNIT AWARD

(200__— 200__ Performance Period)

This Performance Unit Award is made to  NAME on this the       day of             , 200   , by THE HOME DEPOT, INC.,  a Delaware corporation.

WHEREAS , the LTIP is the vehicle for establishing performance objectives for Performance Unit Awards under the Company’s 2005 Omnibus Stock Incentive Plan; and

WHEREAS , Executive is an officer and employee of the Company and is eligible to receive Performance Unit Awards under the Plan, and the Committee has approved Executive as an LTIP participant for the 200   -200   Performance Period; and

WHEREAS , to comply with the terms of the Plan and to further the interests of the Company and Executive, the Company herein sets forth the terms of such award as follows:

1.             Performance Unit Award . Subject to the conditions set forth herein, Company grants to Executive a Target Award of          (         ) Performance Units under the Plan, and a Maximum Award of          (         ) Performance Units, which may be earned in accordance with Section 2.

2.             Determination of Units Earned .

(a)           EPS Payout .  Subject to Section 4, and provided that Ending EPS is greater than Beginning EPS, the Company shall deliver to Executive Fifty Cents ($.50) for each whole Performance Unit that is earned in accordance with the following schedule.  No Performance Units shall be earned, and this Award shall be forfeited and cancelled effective as of the last day of the Performance Period, if Ending EPS is less than the Beginning EPS.

Average EPS Growth				Percentage of Target Award Performance Units Earned
Below Threshold:		Below	%	0	%
Threshold:			%		%
Target:			%		%
Maximum:		% or above			%

 

The percentage of Target Award Performance Units earned between threshold and target and target and maximum is based on interpolation, as set forth on Schedule A .  The Committee may make reasonable and appropriate adjustments in the below threshold, threshold, target and maximum percentages specified above (1) upward, in the event of an acquisition of any company or business with annualized sales of $1 billion or more, by the expected impact on EPS attributable to such acquired company or business during the Performance Period, and (2) downward, in the event of any sale, closure or divestiture of any Company subsidiary or business with annualized sales of greater than $1 billion (the “Disposed Business”), by the expected impact on EPS of the Disposed Business during the Performance Period, (provided that no such adjustment shall be made if the Disposed Business has negative expected earnings), including an adjustment to reflect the extent, if any, that proceeds from the sale are used to repurchase the Company’s outstanding common stock.

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(b)           ROIC Payout .  Subject to Section 4, the Company shall deliver to Executive Fifty Cents ($.50) for each whole Performance Unit that is earned in accordance with the following schedule, based on Average Annual ROIC for the Performance Period.

Average Annual ROIC				Percentage of Target Award Performance Units Earned
Below Threshold:		Below	%	0	%
Threshold:			%		%
Target:			%		%
Maximum:		% or above			%

 

The percentage of Target Award Performance Units earned between threshold and target and target and maximum is based on interpolation, as set forth on Schedule A .  The Committee may make reasonable and appropriate adjustments in the below threshold, threshold, target and maximum percentages specified above (1) upward, in the event of an acquisition of any company or business with annualized sales of $1 billion or more, by the expected impact on ROIC of the operating profit attributable to such acquired company or business during the Performance Period, and (2) downward, in the event of any sale, closure or divestiture of any Company subsidiary or business with annualized sales of greater than $1 billion (the “Disposed Business”), by the expected impact on ROIC of the operating profit attributable to the Disposed Business during the Performance Period, provided that no such adjustment shall be made if the Disposed Business has negative operating profit.

3.             Payment .   The amount determined under Section 2 shall be paid to Executive in cash as soon as administratively practicable after the end of the Performance Period.

4.             Termination of Employment .  Except as provided in Section 5, if Executive’s employment with the Company and its Subsidiaries terminates before the end of the Performance Period, this Performance Unit Award shall be forfeited on the date of such termination.

5.             Retirement, Death or Disability . If Executive’s employment with the Company and its Subsidiaries terminates during the final fiscal year in the Performance Period because of Executive’s Retirement, death or Disability, Executive shall be entitled to a prorated portion of any Performance Units earned in accordance with Section 2, determined at the end of the Performance Period and based on the ratio of the number of days Executive is employed during the Performance Period to the total number of days in the Performance Period.  Any payments due on Executive’s death shall be paid to Executive’s estate as soon as administratively practicable after the end of the Performance Period.

6. [ OPTIONAL :  Change in Control .  Unless previously forfeited, the Award shall vest upon the occurrence of a Change in Control in that number of Performance Units representing the Target Award. As soon as administratively practicable after the date of the Change in Control, the Company shall deliver to you one share of Common Stock for each such vested Performance Units, which payment shall be in lieu of any payment under Section 2.]

7.             Transferability . The Performance Units shall not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner, whether by the operation of law or otherwise.  Any attempted transfer of the Performance Units prohibited by this Section 6 shall be null and void.

8.             Adjustments .  The Committee may make or provide for such adjustment in the Performance Units as the Committee in its sole discretion may in good faith determine to be equitably required in order to prevent dilution or enlargement of Executive’s rights that otherwise would result from any of the following events: (a) any exchange of shares of the Common Stock, recapitalization or

 

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other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial or complete liquidation or other distribution of assets (other than a normal cash dividend), issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing.  Moreover, in the event of any such transaction or event, the Committee may provide in substitution for the Performance Units such alternative consideration as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of the Performance Units so replaced.  The Committee may adjust performance conditions and other terms of the Award in keeping with extraordinary corporate events or changes in laws, regulations or accounting principles to protect the intent and purpose of the Award and to prevent dilution or enlargement of Executive’s rights, but any adjustment to an award intended to qualify as performance based must still conform to the requirements of Code Section 162(m).  Any such adjustment by the Committee, including adjustment made pursuant to Section 2, shall be final, binding and conclusive.

9.             Withholding . You are responsible for all applicable federal, state and local income and employment taxes (including taxes of any foreign jurisdiction) which the Company is required to withhold at any time with respect to the Performance Units to satisfy its minimum statutory withholding requirements.  Such payment shall be made in full at your election, in cash or check, by withholding from your next normal payroll check, or by the tender of shares of Common Stock payable under this Award.  Shares of Common Stock tendered as payment of required withholding shall be valued at the closing price per share of Common Stock on the date such withholding obligation arises.

10.           Miscellaneous .

(a)           Disclaimer of Rights .  Nothing contained herein shall constitute an obligation for continued employment.

(b)           Rights Unsecured .  You shall have only the Company’s unfunded, unsecured promise to pay pursuant to the terms of this Award.  Your rights shall be that of an unsecured general creditor of the Company and you shall not have any security interest in any assets of the Company.

(c)           Limitation of Actions .  Any lawsuit with respect to any matter arising out of or relating to this Award must be filed no later than one (1) year after the earlier of the date the claim arises or the date the Company provides you notice of denial of your claim.

(d)           Offset .   The Company may deduct from amounts otherwise payable under this Award all amounts owed by you to the Company and its affiliates to the maximum extent permitted by applicable law.

(e)           Terms of Plan .  The Award is subject to the terms and conditions set forth in the Plan, which are incorporated into and shall be deemed to be a part of this Award, without regard to whether such terms and conditions (including, for example, provisions relating to certain changes in capitalization of the Company) are otherwise set forth in this Award. In the event that there is any inconsistency between the provisions of this Award and of the Plan, the provisions of the Plan shall govern.

(e)           Severability .  If any term, provision, covenant or restriction contained herein is held by a court or a federal regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect, and shall in no way be affected, impaired or invalidated.

 

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(f)            Controlling Law .  The Award shall be construed, interpreted and applied in accordance with the law of the State of Delaware, without giving effect to the choice of law provisions thereof.  You agree to irrevocably submit any dispute arising out of or relating to this Award to the exclusive concurrent jurisdiction of the state and federal courts located in Delaware.  You also irrevocably waive, to the fullest extent permitted by applicable law, any objection you may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute, and you agree to accept service of legal process from the courts of Delaware.

(g)           Code Section 409A Compliance .  To the extent applicable, it is intended that this Award and the Plan not be subject to or otherwise comply with the provisions of Code Section 409A, so that the income inclusion provisions of Code Section 409A(a)(1) do not apply. This Award and the Plan shall be interpreted and administered in a manner consistent with this intent, and any provision that would cause the Award or the Plan to fail to satisfy Code Section 409A shall have no force and effect until amended to comply with Code Section 409A (which amendment may be retroactive to the extent permitted by Code Section 409A and may be made by the Company without your consent).

11.           Definitions .  As used herein, the following terms shall be defined as set forth below. Unless the context otherwise requires, capitalized terms used in this Award and not otherwise defined herein shall have the meanings set forth in the Plan.

(a)           “ Average EPS Growth ” means the average increase in the Company’s EPS over the Performance Period, determined by averaging the percentage increase in EPS for each fiscal year in the Performance Period (based on a 52-week period commencing at the start of the fiscal year).  The Committee shall certify Average EPS Growth as soon as practicable after the end of the Performance Period.

(b)           “ Average Annual ROIC ” means the Company’s average annual ROIC for the Performance Period, determined by adding the ROIC for each fiscal year during the Performance Period (based on a 52-week period commencing at the start of the fiscal year) and dividing by three.  The Committee shall certify Average Annual ROIC as soon as practicable after the end of the Performance Period.

(c)           “ Award ” means the Performance Unit Award to Executive as set forth herein, and as may be amended as provided herein.

(d)           “ Beginning EPS ” means EPS for the fiscal year immediately preceding the Performance Period.

(e)           “ Board ” means the Company’s Board of Directors.

(f)            [ OPTIONAL :  “ Change in Control ” means the occurrence of a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934 (“1934 Act”) as in effect at the time of such change in control, provided that such a change in control shall be deemed to have occurred at such time as (i) any “person” (as that term is used in Sections 13(d) and 14(d) (2) of the 1934 Act), is or becomes the “beneficial owner,” directly or indirectly, of securities representing 50% or more of the combined voting power for election of directors of the then outstanding securities of the Company or any successor of the Company; (ii) during any period of two (2) consecutive years or less, individuals who at the beginning of such period constituted the Board cease, for any reason, to constitute at least a majority of the Board, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period or whose election or nomination for election was so approved; (iii) the consummation of any merger or consolidation,

 

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approved by the stockholders of the Company, as a result of which the common stock of the Company shall be changed, converted or exchanged (other than a merger with a wholly owned subsidiary of the Company) or of any sale or other disposition in one or a series of related transactions of 50% or more of the assets or earning power of the Company, or the approval by stockholders of any liquidation of the Company; or (iv) the consummation of any merger or consolidation, approved by the stockholders of the Company, to which the Company is a party as a result of which the persons who were stockholders of the Company immediately prior to the effective date of the merger or consolidation shall have beneficial ownership of less than 50% of the combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation.]

(g)           “ Code ” means the Internal Revenue Code of 1986, as amended.

(h)           “ Committe e ” means the Leadership Development and Compensation Committee of the Board.

(i)            “ Common Stock ” means the Company’s $.05 par value common stock.

(j)            “ Company ” means The Home Depot, Inc., a Delaware corporation, with corporate headquarters located at 2455 Paces Ferry Road, Atlanta, Georgia  30339.

(k)           “ Disability ” means Executive’s inability to substantially perform his or her employment duties with the Company, with reasonable accommodation, as evidenced by a certificate signed either by a physician mutually acceptable to the Company and Executive or, if the Company and Executive cannot agree upon a physician, by a physician selected by agreement of a physician designated by the Company and a physician designated by Executive; provided, however, that if such physicians cannot agree upon a third physician within thirty (30) days, such third physician shall be designated by the American Arbitration Association.

(l)            “ Ending EPS ” means EPS for last fiscal year of the Performance Period .

(m)          “ EPS ” means, for a fiscal year, the Company’s diluted earnings per share of Common Stock, as set forth in the Company’s Annual Report on Form 10-K for such fiscal year as filed with the Securities and Exchange Commission.

(n)           “ Executive ” means                , the Company’s               

(o)           “ LTIP ” means the Company’s Long-Term Incentive Program that is the vehicle for establishing performance objectives for Performance Unit Awards under the Plan.

(p)           “ Maximum Award ” means that maximum number of Performance Units awarded to Executive as set forth in Section 2, representing            Percent (      %) of the Target Award.

(q)           “ Performance Period ” means the Company’s three (3) consecutive fiscal years commencing with the fiscal year beginning                .

(r)            “ Performance Unit ” means a bookkeeping entry that records a unit equal to $1.00 granted pursuant to this Award and that is payable solely in cash.

 

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(s)           “ Plan ” means The Home Depot, Inc. 2005 Omnibus Stock Incentive Plan, as amended from time to time.

(t)            “ Retirement ” means Executive’s termination of employment with the Company and its Subsidiaries on or after attainment of age 60 and completion of at least five (5) years of continuous service.

(u)           “ ROIC ” means, for a fiscal year, the Company’s return on invested capital, calculated by dividing the Income Base by the Capital Base, where (1) the Income Base is equal to the Company’s operating income as set forth in the Company’s Annual Report on Form 10-K for such fiscal year as filed with the Securities and Exchange Commission, multiplied by the reciprocal of the Company’s effective tax rate for such fiscal year, and (2) the Capital Base is equal to the average of the Company’s beginning and ending stockholders’ equity and long-term debt as set forth in such Annual Report.  If the Committee makes adjustments to the Average Annual ROIC percentages specified in Section 2(b) on account of a Disposed Business, the Capital Base for each applicable fiscal year shall be reduced by the amount of any cash received in consideration for the Disposed Business if and to the extent (1) such cash consideration exceeds $1 billion, and (2) such consideration is used to repurchase outstanding common stock or retire long-term debt.

(v)           “ Target Award ” means that number of Performance Units awarded to Executive as set forth in Section 2, representing             Percent (      %) of Executive’s base salary in effect on the last day of the Company’s fiscal year immediately preceding the Performance Period divided by One Dollar ($1.00).

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Exhibit 10.11

THE HOME DEPOT, INC.
MANAGEMENT INCENTIVE PLAN
FISCAL YEAR 2007 PERFORMANCE MEASURES

On March 21, 2007, the Leadership Development and Compensation Committee of the Board of Directors of The Home Depot, Inc. approved performance measures to be used to determine payments to the Company’s Executive Officers under the Company’s Management Incentive Plan for the Company’s 2007 fiscal year. The performance measures for the Retail segment are based on actual sales and operating profit measured against specified targets.  The performance measures for the HD Supply segment are based on segment and platform EBIT and ROIC measured against specified targets.