PERFORMANCE SHARE AWARD

Exhibit 10.6

PERFORMANCE SHARE AWARD

(20xx—20xx Performance Period)

THIS PERFORMANCE SHARE AWARD is made to                               on this the          day of                     , 200     (“ 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 under the Plan, and a Maximum Award of              (            ) Performance Shares, which may be earned in accordance with Section 2.

2. Performance Vesting .

(a) Average Operating Profit . Up to one hundred percent (100%) of the Target Award may be earned upon achievement of the Average Operating Profit target for the Performance Period, in accordance with the following schedule. The Committee shall certify Average Operating Profit and vest any earned Performance Shares as soon as administratively practical, but not later than December 31, after the end of the Performance Period.

The percentage of Target Award earned between threshold and target and target and maximum is based on interpolation, as set forth on Schedule A .

(b) Average ROIC . Up to one hundred percent (100%) of the Target Award may be earned upon achievement of the Average ROIC target for the Performance Period, in accordance with the following schedule. The Committee shall certify Average ROIC and vest any earned Performance Shares as soon as administratively practical, but not later than December 31, after the end of the Performance Period.

The percentage of Target Award earned between threshold and target and target and maximum is based on interpolation, as set forth on Schedule A .

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 practical, but not later than December 31, 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 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, but not later than December 31, 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, but not later than December 31, after the Change in Control occurs, 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.

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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 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,