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WAL-MART STORES, INC. 2004 ASSOCIATE STOCK PURCHASE PLAN

Stock Option Agreement

WAL-MART STORES, INC.  2004 ASSOCIATE STOCK PURCHASE PLAN | Document Parties: WAL-MART STORES, INC. You are currently viewing:
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WAL-MART STORES, INC.

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Title: WAL-MART STORES, INC. 2004 ASSOCIATE STOCK PURCHASE PLAN
Governing Law: Arkansas     Date: 3/31/2005
Industry: Retail (Department and Discount)     Sector: Services

WAL-MART STORES, INC.  2004 ASSOCIATE STOCK PURCHASE PLAN, Parties: wal-mart stores  inc.
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Exhibit 10(t)

 

WAL-MART STORES, INC.

2004 ASSOCIATE STOCK PURCHASE PLAN

 

(As amended and restated effective as of February 1, 2004)

 


 

TABLE OF CONTENTS

 

 

 

 

 

 

 

 

 

  

Page #


 

I. DEFINITIONS

  

3

1.1.

 

Account

  

3

1.2.

 

Account Administrator

  

3

1.3.

 

Account Closure

  

3

1.4.

 

Affiliate

  

3

1.5.

 

Associate

  

3

1.6.

 

Award Program

  

3

1.7.

 

Board

  

3

1.8.

 

Committee

  

3

1.9.

 

Company

  

3

1.10.

 

Contribution

  

3

1.11.

 

Employer

  

3

1.12.

 

Participant

  

3

1.13.

 

Participating Employer

  

3

1.14.

 

Payroll Deduction

  

4

1.15.

 

Plan

  

4

1.16.

 

Plan Year

  

4

1.17.

 

Section 16 Officers

  

4

1.18.

 

Stock

  

4

 

 

II. ELIGIBILITY

  

4

2.1.

 

In General

  

4

2.2.

 

Leaves of Absence

  

4

 

 

III. PLAN CONTRIBUTIONS

  

4

3.1.

 

Shares Available for Contributions

  

4

3.2.

 

Plan Contributions

  

4

3.3.

 

Maximum Limits on Contributions

  

5

3.4.

 

Payroll Deductions

  

5

3.5.

 

Matching Contributions

  

5

3.6.

 

Award Contributions

  

5

3.7.

 

Voluntary Contributions

  

6

3.8.

 

Remittance of Contributions

  

6

 

 

IV. ACCOUNT PURCHASES, MAINTENANCE & SALES

  

6

4.1.

 

Account Establishment

  

6

4.2.

 

Share Purchases

  

6

4.3.

 

Share Purchases for Non-U.S. Participants

  

7

4.4.

 

Allocation to Accounts

  

7

4.5.

 

Share Ownership

  

7

4.6.

 

Account Statements

  

8

4.7.

 

Risk of Loss

  

8

4.8.

 

Commission & Maintenance Charges

  

8

4.9.

 

Account Sales

  

8

 

-i-


 

 

 

 

 

 

 

V. ACCOUNT CLOSURE & TERMINATION OF EMPLOYMENT

  

9

5.1.

 

Account Closure

  

9

5.2.

 

By Termination of Employment Other Than Due to Death of Participant

  

9

5.3.

 

By Transferring Employment from the Company or a Participating Employer to an Affiliate

  

9

5.4.

 

Termination Due to Death of Participant

  

9

 

 

VI. AWARD PROGRAM

  

9

6.1.

 

Scope of the Award Program

  

9

6.2.

 

Great Job Component

  

9

6.3.

 

Outstanding Performance Component

  

10

 

 

VII. ADMINISTRATION

  

10

7.1.

 

Committee

  

10

7.2.

 

Powers of the Committee

  

10

 

 

VIII. AMENDMENT & TERMINATION

  

11

8.1.

 

Right to Amend or Terminate

  

11

8.2.

 

Limitation on Right to Amend or Terminate

  

11

 

 

IX. MISCELLANEOUS PROVISIONS

  

11

9.1.

 

Successors

  

11

9.2.

 

Severability

  

11

9.3.

 

Requirements of Law

  

11

9.4.

 

Securities Law Compliance

  

12

9.5.

 

No Rights as a Stockholder

  

12

9.6.

 

Nature of Payments

  

12

9.7.

 

Non-Exclusivity of the Plan

  

12

9.8.

 

Military Service

  

12

9.9.

 

Construction

  

12

9.10.

 

Headings

  

13

9.11.

 

Stockholder Approval

  

13

9.12.

 

Taxes

  

13

9.13.

 

Company-Associate Relationships

  

13

9.14.

 

Governing Law

  

13

 

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WAL-MART STORES, INC.

2004 ASSOCIATE STOCK PURCHASE PLAN

 

I.

DEFINITIONS

 

1.1. “ Account ” shall mean a Participant’s account which holds his or her shares of Stock pursuant to the Plan.

 

1.2. “ Account Administrator ” shall mean the third party administrator for the Accounts as may be from time to time appointed by the Committee.

 

1.3. “ Account Closure ” shall mean the closing of a Participant’s Account by one of the following means:

 

(a) “ Automatic Account Closure ” shall mean the closure of a Participant’s Account by the Committee (or the Account Administrator if applicable) at the time such Participant’s Account balance contains no shares (or fractional shares) of Stock on or after his or her termination of employment with the Employer.

 

(b) “ Participant Account Closure ” shall mean the closure of a Participant’s Account pursuant to a request by the Participant to have his or her Account closed and to have all Stock or proceeds from the sale thereof distributed.

 

1.4. “ Affiliate ” shall mean any entity that is more than 50% owned or controlled, directly or indirectly, by the Company.

 

1.5. “ Associate ” shall mean any common law employee of an Employer, but shall not include independent contractors. An individual classified by the Employer as either an independent contractor or an individual who provides services to the Employer through another entity shall not be eligible to participate in this Plan during the period that the individual is so classified, even if such individual is later retroactively reclassified as an Associate during all or any part of such period pursuant to applicable law or otherwise.

 

1.6. “ Award Program ” shall mean a program established by the Company or a Participating Employer that results in its Associates receiving shares of Stock as an award for job performance.

 

1.7. “ Board ” shall mean the Board of Directors of the Company.

 

1.8. “ Committee ” shall mean the Stock Option Committee of the Board, or such other committee as may be appointed by the Board.

 

1.9. “ Company ” shall mean Wal-Mart Stores, Inc., a Delaware corporation.

 

1.10. “ Contribution ” shall mean any of the types of contributions that may be made to a Participant’s Account under the Plan, either by the Company, a Participating Employer or a Participant as set forth in Section III.

 

1.11. “ Employer ” shall mean the Company and its Affiliates.

 

1.12 “ Participant ” shall mean any Associate of the Company or a Participating Employer who satisfies the eligibility requirements in Section II and who has an Account established under the Plan, and Participant shall also include any former Associate of the Company or a Participating Employer who was a Participant in the Plan at the time of his or her termination of employment until such time as an Account Closure occurs.

 

1.13 “ Participating Employer ” shall mean an Affiliate whose participation in the Plan has been approved by the Committee. The Committee may require the Participating Employer to make

 

-3-


corresponding contributions under the Plan in accordance with rules and procedures established by the Committee. The Committee, in its sole discretion, may terminate any such Affiliate’s Participating Employer status at any time and the Participants’ Accounts will be treated as if such Participants had transferred employment to an Affiliate that is not a Participating Employer as described in Section 5.3 of the Plan.

 

1.14 “ Payroll Deduction ” shall mean the payroll deduction from a Participant’s biweekly or weekly regular compensation (including from vacation pay and any paid leave of absence) of an amount authorized by the Participant as a Payroll Deduction Contribution.

 

1.15 “ Plan ” shall mean the Wal-Mart Stores, Inc. 2004 Associate Stock Purchase Plan (formerly known as the Wal-Mart Stores, Inc. 1996 Associate Stock Purchase Plan), as amended, restated and renamed herein, or as it may be further amended from time to time.

 

1.16. “ Plan Year ” shall mean April 1 of a calendar year to March 31 of the following calendar year, or such other period as set by the Committee.

 

1.17. “ Section 16 Officers ” shall mean those officers of the Company who are subject to subsection 16(a) of the Securities Exchange Act of 1934, as amended.

 

1.18. “ Stock ” shall mean the common stock, $.10 par value per share, of the Company.

 

II.

ELIGIBILITY

 

2.1. In General . All Associates (including Section 16 Officers) of the Company or a Participating Employer are eligible to participate in the Plan, subject to the following limitations:

 

(a) Associates who are restricted or prohibited from participating in the Plan under the applicable law of their state or country of residence may not participate in the Plan, except as may be provided in accordance with rules and procedures established by the Committee.

 

(b) Associates of the Company and its affiliates who are members of a collective bargaining unit whose benefits were the subject of good faith collective bargaining are excluded from participation in the Plan.

 

(c) Participation by Associates of non-U.S. Participating Employers shall only be permitted upon approval by the Committee, which approval may be limited to groups or categories of Associates designated by the non-U.S. Participating Employer.

 

(d) Section 16 Officers may be restricted in their ability to acquire or sell shares of Stock in order to comply with Section 16 of the Securities Exchange Act of 1934, as amended, in accordance with rules and procedures adopted by the Committee.

 

2.2. Leaves of Absence . Participants continue to be eligible to participate in the Plan while on a bona fide leave of absence from the Company or a Participating Employer in accordance with applicable policies of the Company or Participating Employer, or under such other circumstances with the approval of the Committee.

 

III.

PLAN CONTRIBUTIONS

 

3.1. Shares Available for Contributions . Subject to stockholder approval, as of February 1, 2004, 142,624,272 shares of Stock will be available for issuance under the Plan.

 

3.2. Plan Contributions . The definitions of the types of Contributions which may be made pursuant to the Plan are as follows (subject to the limits provided in Section 3.3 as applicable):

 

(a) “ Award Contribution ” means a contribution under the Plan on behalf of a Participant by the Company or a Participating Employer, as applicable, made pursuant to the Award Program in the sole discretion of the Committee.

 

-4-


(b) “ Matching Contribution ” means a cash contribution to the Plan on behalf of a Participant by the Company or a Participating Employer, as applicable, which is equal to fifteen percent (15%) of the amount of the Participant’s Payroll Deduction (up to a maximum dollar limit).

 

(c) “ Payroll Deduction Contribution ” means a contribution to the Plan by a Participant pursuant to a valid authorization for a Payroll Deduction.

 

(d) “ Voluntary Contribution ” means a contribution, if and to the extent permitted by the Committee from time to time, of shares of Stock or cash by the Participant to the Participant’s Account which is not made by Payroll Deduction.

 

3.3. Maximum Limits on Contributions .

 

(a) Matching Contributions and “Outstanding Performance” awards under the Award Program are subject to a maximum dollar limit for the Plan Year as set by the Committee from time to time in its discretion.

 

(b) During any Plan Year, the combination of Payroll Deduction Contributions and Voluntary Contributions made in cash (not Stock) by a Participant shall not exceed $125,000.

 

3.4. Payroll Deductions .

 

(a) Subject to the Committee’s authority to adjust the following amounts, a Participant’s authorization for Payroll Deduction shall be for a minimum amount of $2.00 per biweekly pay period or $1.00 per weekly pay period, as applicable to the Participant, and such Payroll Deduction shall be in even multiples of $.50.

 

(b) A Participant’s request for Payroll Deduction (or a request for a revision thereto) will become effective as soon as practicable after receipt of such request by the Company or the Participating Employer, as applicable.

 

(c) A Participant’s Payroll Deduction authorization may be revised or terminated at any time by the Participant’s request to the Company or the Participating Employer, as applicable.

 

(d) A Participant’s authorization for Payroll Deduction shall remain effective until the earlier of the Participant’s (1) request to revise or terminate the Payroll Deduction authorization or (2) termination of employment with the Company or a Participating Employer, subject to Section 8 of the Plan.

 

(e) All requests to initiate, revise or terminate an authorization for Payroll Deduction as described in this Section 3.4 shall be made in writing or in such other form acceptable to the Committee or its delegate from time to time.

 

3.5. Matching Contributions . The Company or Participating Employer, as applicable, shall make Matching Contributions as provided under the Plan and subject to the limits set forth in Section 3.3.

 

3.6. Award Contributions . Award Contributions shall be made, in the Committee’s sole discretion, by either (1) the Company or the Participating Employer, as applicable, remitting to the Account Administrator on behalf of the Participant funds sufficient to purchase any shares or fractional shares of Stock that have been granted to such Participant under the Award Program or (2) the Participant receiving the Award Contribution directly as a certificate for a share or shares (as applicable) of Stock.

 

-5-


3.7. Voluntary Contributions . Participants may make Voluntary Contributions to the Plan subject to the terms and limitations described herein or that may be prescribed by the Committee from time to time.

 

3.8. Remittance of Contributions .

 

(a) The Company or a Participating Employer, as applicable, will forward the total of all Payroll Deductions for the applicable payroll period along with the corresponding Matching Contributions, a list of Participants for whom the Contributions are being made and the amount allocable to each such Participant’s Account to the Account Administrator as soon as practicable.

 

(b) Voluntary Contributions, whether made in cash or shares of Stock, shall be remitted to the Account Administrator directly by the Participant.

 

(c) As soon as practicable following a grant of an Award Contribution (for purposes of the “Great Job” component of the Award Program, a “grant” shall refer to the date on which the Associate tenders his or her four Great Job buttons to the Company in exchange for a share of Stock), an Award Contribution shall be made in the Committee’s sole discretion as described in Section 3.6 of the Plan.

 

(d) Prior to the time a Participant’s Payroll Deduction and corresponding Matching Contribution is distributed to the Account Administrator, such amounts are considered general assets of the Company or Participating Employer (as applicable) and, as such, are subject to the claims of the Company’s or Participating Employer’s (as applicable) creditors in the event of insolvency or bankruptcy. In addition, no interest shall be paid on such amounts and all Participants assume the risk of fluctuations in the value or market price of Stock.

 

IV.

ACCOUNT PURCHASES, MAINTENANCE & SALES

 

4.1. Account Establishment . The Account Administrator shall establish an Account in accordance with the Plan for any Associate who becomes a Participant. Upon the Committee’s (or its delegate’s) request, the Account Administrator shall establish an Account for an Associate who is to be awarded shares under an Award Program and who is not then a Participant.

 

4.2. Share Purchases . No later than five business days after the Account Administrator receives the remittance of funds for Contributions (including Voluntary Contributions made in cash) made to the Plan, the Account Administrator shall purchase shares of Stock from the Company, a national stock exchange or in a combination of the foregoing. Notwithstanding the foregoing, the Committee may from time to time provide instructions to the Account Administrator with respect to the purchase of such shares of Stock but, absent such instructions, the Account Administrator shall determine the source of such Stock purchases in its discretion.

 

(a) In the case of purchases from the Company of authorized but unissued or treasury shares of Stock, the price of such shares is equal to the Volume Weighted Average Price (VWAP) as reported on the New York Stock Exchange – Composite Transactions on the relevant date of purchase; provided, however, that the Committee may, in its discretion, designate some other methodology for determining the fair market value of such shares of Stock purchased from the Company.

 

(b) The Account Administrator’s purchase of shares of Stock from a national stock exchange and the price per share shall be in accordance with rules and procedures established by the Committee from time to time.

 

(c) As determined in the discretion of the Account Administrator (in accordance with any applicable rules and procedures of the Committee), funds received as Voluntary Contributions may be bundled into a group for the purpose of purchasing shares of Stock and such shares may be purchased over a time period that is greater than one day. If such shares of Stock are purchased as

 

-6-


part of a bundled group, a Participant’s purchase price for each share of Stock shall be the average price of all shares of Stock purchased within that group as determined by the Account Administrator.

 

(d) No provision of this Plan shall limit the ability of the Committee to implement a real-time trading (or other) mechanism for the purchase or sale of shares of Stock under the Plan and, to the extent determined by the Committee, shall replace any other methodology for valuing and allocating shares of Stock purchased or sold under the Plan.

 

4.3. Shar


 
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