Exhibit 10.4
[EXECUTIVE
OFFICER]
THE HOME DEPOT,
INC.
NONQUALIFIED STOCK
OPTION
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GRANTED TO: <NAME>
Social Security #:
<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,
an employee of the Company or one of its subsidiaries, pursuant to
the terms and conditions of 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 key employee and has awarded you this
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 per share stated above
(“Option Price”), which Option shall expire on the
expiration date stated above (“Exp. Date”), unless it
expires earlier in accordance with the terms hereof.
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 termination of your
employment (for any reason other than Retirement, death or
permanent and total disability or Discharge for Cause) or if your
employment status changes to a position which the Company deems to
be ineligible for this nonqualified stock option award, Option
shares that have not become exercisable as of the date of such
event shall immediately lapse. Option shares that are exercisable
as of the date of termination of employment will lapse unless
exercised within a period of three (3) months of the date of
termination of employment. Upon the termination of your employment
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; provided, however, that if
after reaching Retirement you become directly or indirectly
employed by a Competitor, all unvested options shall immediately
lapse. “Retirement” means employment termination upon
attainment of age 60 with at least five (5) years of
continuous service with the Company and its subsidiaries.
“Competitor” means any company or entity engaged in any
way in a business that competes directly or indirectly with the
Company, its parents, subsidiaries, affiliates or related entities.
Upon your death or the termination of your employment 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 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” means the
termination from employment because of an event involving moral
turpitude or dishonesty, a gross failure or negligenc
