THE HOME DEPOT, INC.
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.