<PAGE>
EXHIBIT 10.3
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 [OUTSIDE DIRECTOR'S NAME]
("Director").
W I T N E S S E T H:
WHEREAS, the Company has adopted The Home Depot, Inc. 1997
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.
<PAGE>
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 here
