Deferred Share Award (2007)Full Document 

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

(b)           Boardmeans the Company’s Board of Directors.

(c)           Companymeans 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

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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