Exhibit 10.4
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Name of
Grantee:
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Grant
Date:
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Number of
Shares:
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Social Security
Number:
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Performance
Period:
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Vesting
Date:
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WAL-MART STORES, INC.
STOCK INCENTIVE PLAN OF 2005
PERFORMANCE SHARE AWARD
NOTIFICATION OF AWARD AND TERMS AND CONDITIONS OF AWARD
This Performance Share Award
Agreement (the “Agreement”) contains the terms and
conditions of the Performance Share Award granted to you by
Wal-Mart Stores, Inc. (“Wal-Mart”), a Delaware
corporation, under the Wal-Mart Stores, Inc. Stock Incentive Plan
of 2005.
1. Grant of Performance Share
Award. Wal-Mart has granted to you, effective on the Grant Date
(shown above), the right to receive the Fair Market Value of the
number of Shares shown above (or such greater or smaller number of
Shares as determined in accordance with Paragraph 6) as of the
Vesting Date (as defined below). Such Fair Market Value shall be
paid as soon as administratively feasible after the later of the
Vesting Date or the Committee’s determination of whether, and
the extent to which, the performance goals described in Paragraph 6
have been satisfied. At your election, the form of payment may be
in: (A) in cash, (B) in Shares, or (C) in any combination of cash
and Shares. In determining the amount of any cash payout hereunder,
Fair Market Value shall be determined as of the date the payment is
processed.
2. Stock Incentive Plan
Governs. The award and this Agreement are subject to the terms
and conditions of the Wal-Mart Stores, Inc. Stock Incentive Plan of
2005, as amended from time to time (the “Plan”). The
Plan is incorporated in this Agreement by reference and all
capitalized terms used in this Agreement have the meaning set forth
in the Plan, unless this Agreement specifies a different meaning.
By signing this Notification, you accept this award, acknowledge
receipt of a copy of the Plan and the prospectus covering the Plan
and acknowledge that the award is subject to all the terms and
provisions of the Plan and this Agreement. You further agree to
accept as binding, conclusive and final all decisions and
interpretations by the Committee of the Plan upon any questions
arising under the Plan, including whether, and the extent to which,
the performance goals described in Paragraph 6 have been
satisfied.
3. Subject to Shareholder
Approval . To the extent you are a “covered
employee” within the meaning of Code Section 162(m), the
award and this Agreement are subject to, and conditioned upon,
shareholder approval of the material terms of the performance goals
stated in Paragraph 6 below.
4. Payment . You are not
required to pay for this Performance Share Award.
5. Stockholder Rights .
Until your Performance Share Award vests and, if applicable, Shares
have been delivered to you:
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A. You do not have the right to
vote your Performance Share Award; and
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B. You will not receive, or be
entitled to receive, cash or non-cash dividends on your Performance
Share Award.
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6. Vesting of Performance
Share Award .
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A. Vesting . On the
Vesting Date set forth above, you shall become vested in a number
of Shares determined by multiplying the total number of Shares
subject to your Performance Share Award (as shown above) by a
percentage based on performance goals established by the Committee
for the Performance Period, provided you have not incurred a
Forfeiture Condition described below. You will, by separate writing
incorporated into this notice, be notified of the applicable
percentages and performance goals for the Performance
Period.
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B. Forfeiture Conditions .
Subject to Paragraph 6C below, your Performance Share Award that
would otherwise vest in whole or in part on the Vesting Date will
not vest and shall be immediately forfeited if, prior to the
Vesting Date:
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1. your Continuous Status as an
Associate terminates for any reason (other than your death or
Disability, to the extent provided in Paragraph 6C below);
or
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2. you (a) have become or (b) are
discussing or negotiating the possibility of becoming, or (c) are
considering an offer to become, or have accepted an offer or
entered into an agreement to become an e
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