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