THE HOME DEPOT, INC.
NONEMPLOYEE DIRECTORS92 DEFERRED
STOCK COMPENSATION PLAN
As Amended and Restated
Effective January 1, 2008
THE HOME DEPOT, INC.
NONEMPLOYEE DIRECTORS92 DEFERRED
STOCK COMPENSATION PLAN
Table of Contents
Page
Article I INTRODUCTION
1
1.1
Establishment
1
1.2
Purpose
1
Article II DEFINITIONS
1
2.1
"Board"
1
2.2
"Code"
1
2.3
"Committee"
1
2.4
"Company"
1
2.5
"Deferral Date"
1
2.6
"Deferral Election"
1
2.7
"Director"
1
2.8
"Effective Date"
1
2.9
"Fair Market Value"
1
2.10
"Fees"
2
2.11
"Nonemployee Director"
2
2.12
"Non-Section 409A Account"
2
2.13
"Participant"
2
2.14
"Secretary"
2
2.15
"Section 409A Account"
2
2.16
"Shares"
2
2.17
"Stock Units"
2
2.18
"Stock Unit Account"
2
2.19
"Termination of Service"
2
Article III SHARES AVAILABLE UNDER THE PLAN
2
Article IV ELIGIBILITY
3
Article V DEFERRAL ELECTIONS IN LIEU OF CASH PAYMENTS
3
5.1
Timing of Election
3
5.2
Effect and Duration of Election
3
5.3
Form of Election
3
5.4
Establishment of Stock Unit Account
3
5.5
Crediting of Dividend Equivalents
4
Article VI SETTLEMENT OF STOCK UNITS
4
6.1
Timing of Payment
4
6.2
Payment Options
4
6.3
Payment Upon Death of a Participant
5
Article VII ADMINISTRATION
5
Article VIII UNFUNDED STATUS
5
8.1
General
5
8.2
Trust
5
Article IX DESIGNATION OF BENEFICIARY
5
Article X ADJUSTMENT PROVISIONS
6
Article XI GENERAL PROVISIONS
6
11.1
No Stockholder Rights Conferred
6
11.2
Plan Amendment
6
11.3
Plan Termination
6
11.4
Compliance With Laws And Obligations
6
11.5
Limitations on Transferability
6
11.6
Limitations of Actions
7
11.7
Governing Law
7
Article I
INTRODUCTION
1.1 Establishment . The Home Depot, Inc. (the "Company") has established The Home Depot, Inc. Nonemployee Directors92 Deferred Stock Compensation Plan
(the "Plan") for those directors of the Company who are not employees of the Company. The Plan allows Nonemployee Directors to defer the receipt of cash compensation and to receive such deferred compensation in the form of Shares of common stock
of the Company.
1.2 Purpose . The Plan is intended to advance the interests of the Company and its Stockholders by providing a means to attract and retain qualified persons
to serve as Nonemployee Directors and to promote ownership by Nonemployee Directors of a greater proprietary interest in the Company, thereby aligning such Directors92 interests more closely with the interests of Stockholders of the Company.
Article II
DEFINITIONS
2.1 " Board " means the Board of Directors of the Company.
2.2 " Code " means the Internal Revenue Code of 1986, as
amended.
2.3 " Committee "means the Board or a committee appointed to administer the Plan under Article IV.
2.4 " Company " means The Home Depot, Inc., a Delaware
corporation, or any successor thereto.
2.5 " Deferral Date " means the date on which a Nonemployee
Director defers Fees under the Plan.
2.6 " Deferral Election " means a written election to defer Fees under the Plan.
2.7 " Director " means any individual who is a member of the Board.
2.8 " Effective Date " means January 1, 2008, the effective date of the amendment and restatement of the
Plan.
2.9 " Fair Market Value " means the closing price for the
Shares reported on a consolidated basis on the New York Stock Exchange on the relevant date or, if there were no sales on such date, the closing price on the nearest preceding date on which sales occurred.
1
2.10 " Fees "
means all or part of any retainer or meeting fees payable in cash to a Nonemployee Director in his or her capacity as a Director. Fees shall not include any expenses paid directly or through reimbursement.
2.11 " Nonemployee Director " means a Director who is not an
employee of the Company or any of its subsidiaries or affiliates. For purposes of the Plan, an employee is an individual whose wages are subject to the withholding of federal income tax under Code Section 3401.
2.12 " Non-Section 409A Account " means the portion of a Participant92s
Stock Unit Account that was earned and vested, within the meaning of Code Section 409A, as of December 31, 2004, and is therefore not subject to Code Section 409A.
2.13 " Participant " means a Nonemployee Director who defers
Fees under Article V of the Plan.
2.14 " Secretary " means the Secretary or any Assistant Secretary
of the Company.
2.15 " Section 409A Account " means the portion of a Participant92s
Stock Unit Account that was not earned and vested, within the meaning of Code Section 409A, as of December 31, 2004.
2.16 " Shares " means shares of the common stock of the Company,
par value $.05 per share.
2.17 " Stock Units " means the credits to a Participant92s
Stock Unit Account under Article V of the Plan, each of which represents the right to receive one Share upon settlement of the Stock Unit Account.
2.18 " Stock Unit Account " means the bookkeeping account established
by the Company pursuant to Section 5.4.
2.19 " Termination of Service " means termination of service as a Director for any reason other ...
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