Exhibit 10.5
( NON-EMPLOYEE
DIRECTOR)
THE HOME DEPOT,
INC.
NONQUALIFIED STOCK
OPTION
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GRANTED TO: <NAME>
Identification #:
<SSN>
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GRANT DATE:
<GRANT DATE>
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NUMBER OF SHARES OF THE HOME DEPOT, INC. COMMON
STOCK: <OPTIONS GRANTED>
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OPTION PRICE
PER SHARE: <OPTION
PRICE>
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EXP. DATE:
<EXPIRATION DATE>
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THIS NONQUALIFIED STOCK OPTION IS
GRANTED by The Home
Depot, Inc. a Delaware corporation (“Company”), to you,
a non-employee director of the Company pursuant to the
Company’s 2005 Omnibus Stock Incentive Plan, as amended
(“Plan”), a summary of which has been delivered to you.
The terms of the Plan are incorporated herein by this reference.
The Company recognizes the value of your continued service as a
non-employee director and has awarded you a nonqualified stock
option under the Plan subject to the following terms and
conditions:
1. The Company hereby grants you on
and as of the date specified above (“Grant Date”) a
nonqualified stock option (“Option”), subject to the
terms and conditions hereof and of the Plan, to purchase from the
Company the above stated number of shares of the Company’s
Common Stock, $.05 par value, at the price stated above
(“Option Price”), which Option shall expire on the
expiration date stated above (“Exp. Date”).
2. The Option shall be exercisable,
pursuant to the terms of the Plan. The Option shall become
exercisable in installments, as follows: Twenty-five percent
(25%) of the total number of shares subject to this
Option shall become exercisable on each of the second, third,
fourth and fifth anniversaries of the Grant Date.
3. Upon the event of the termination
of your service on the Board of Directors of the Company (for any
reason other than Retirement, death or permanent and total
disability or Discharge for Cause), Option shares which have not
become exercisable as of the date of such event shall immediately
lapse. Option shares which are exercisable as of the date of
termination of service on the Board will lapse unless exercised
within a period of six (6) months of the date of termination
of service. Upon the termination of your service on the Board upon
Retirement, all stock options that are not exercisable as of the
date of your Retirement shall continue to vest according to the
schedule set forth in Paragraph 2 and all stock options shall
remain exercisable until the Exp. Date. “Retirement”
means termination of Board service upon attainment of age 60 or
later with at least five (5) years of continuous Board
service. In the event of your death or termination of your service
by reason of permanent and total disability, all Option shares
shall immediately become fully exercisable as of the date of death
or termination and shall lapse unless exercised within a period of
one (1) year from the date of death or termination. In no
event, shall the above time periods extend beyond the Exp. Date. In
the event of a Discharge for Cause, all Option shares, whether
presently exercisable or not, shall immediately lapse and become
null and void on and as of the date of termination.
“Discharge for Cause” shall mean the termination from
service on the Board because of an event involving moral turpitude
or dishonesty, a gross failure or negligence on the part of the
director to perform his or her expected duties, a violation of the
Company’s substance abuse policies, or a willful misconduct
or action by the director that is damaging or detrimental to the
Company. A determination by the Company that a termination is a
Discharge for Cause will be conclusive and binding.
4. All unvested options shall vest
immediately upon a Change of Control and shall remain exercisable
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