[Mexico]
THE HOME DEPOT,
INC.
2005 OMNIBUS STOCK INCENTIVE
PLAN
PERFORMANCE SHARE
AWARD
THIS PERFORMANCE SHARE
AWARD is made to
on this the day of
,
(“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 Asociados Home Depot, S.A. de
C.V. 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.
You hereby acknowledge that the
relationship between the Company and you as a consequence of the
Plan is different and apart from your employment relationship with
Asociados Home Depot, S.A. de C.V. Being an employee of
Asociados Home Depot, S.A. de C.V. makes you eligible to
participate in the Plan but it does not commit Asociados Home
Depot, S.A. de C.V. to provide any particular benefit under the
Plan.
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 and a Maximum Award of
Performance Shares, which
may be earned in accordance with Section 2.
2.
Performance Vesting . Subject to Sections 4, 5
and 6, the Company shall deliver to you one share of Common Stock
for each whole Performance Share that is earned in accordance with
the following schedule, based on the percentile ranking of the
Company’s TSR for the Performance Period relative to the TSR
of the S&P 500 for the Performance Period:
|
Company’s Relative
TSR Percentile Ranking
|
|
Percentage of Target Award
Performance Shares Earned
|
|
Below Threshold:
|
|
Below 40th
|
|
0%
|
|
Threshold:
|
|
40th
|
|
50%
|
|
Target:
|
|
50 th
|
|
100%
|
|
Maximum:
|
|
100 th
|
|
300%
|
If the Company’s relative TSR
ranking is between the percentile rankings listed above, the
percentage of the Target Award shall be interpolated, as set forth
on Schedule A. The percentile ranking is the percentage of
S&P 500 companies with TSR for the Performance that is less
than or equal to the Company’s TSR. If the
Company’s TSR is the same as another company’s TSR, the
Company shall be treated as having the higher TSR. The
percentile ranking shall be rounded to the nearest whole
percentage, with (.50) rounded up.
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 practicable 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 Asociados Home Depot, S.A. de
C.V. or its affiliates 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 Asociados Home Depot, S.A. de C.V. or its
affiliates 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
Asociados Home Depot, S.A. de C.V. or its affiliates 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 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
after the date of the Change in Control, 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.
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 Asociados Home Depot, S.A.
de C.V. or its affiliates 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 . In consideration for this Award,
you agree that you will not, while you are employed by Asociados
Home Depot, S.A. de C.V.
or its affiliates, 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 Asociados Home Depot, S.A. de C.V.
or its affiliates, 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 obligat
