Deferred Share Award (2007)Full Document 

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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.             DefinitionsAs used herein, the following terms shall be defined as set forth below:

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

(b)           Companymeans 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




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.

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