Home Depot 2015 Annual Report Download - page 70

Exhibit 10.34
[Home Depot Letterhead]
October 16, 2014
Marc Powers
Dear Marc:
II am pleased to confirm The Home Depot, Inc.’s (the “Company”) offer and your acceptance in the position of
Executive Vice President – U.S. Stores, effective November 1, 2014, reporting directly to me. Your new annual base
salary will be $650,000, payable in equal bi-weekly installments. Your next salary review will be held in April of 2015,
with salary reviews held annually thereafter.
In addition to your base salary, you will continue to be eligible to participate in the Management Incentive Plan (“MIP”)
for officers, which provides an annual incentive target of up to 100% of your base salary. MIP will be paid annually
based on achievement of the established financial goals. The incentive, if any, will be prorated based on the number
of full months in your previous and new positions as well as the respective bonus targets for each position. To be
eligible for payment of any incentive, you must be employed on the day on which the incentive is paid.
The Home Depot has typically awarded an annual equity grant to Officers in March of each year under the Amended
and Restated 2005 Omnibus Stock Incentive Plan. Currently, equity awards for Officers in March 2015 are expected
to consist of Restricted Stock, Stock Options, and Performance Shares. Vesting and performance goals for these awards
are established annually for each grant. You will be eligible to receive the same types of equity awards as other Officers
in the Company.
At the next regularly scheduled quarterly meeting of the Leadership Development and Compensation Committee of
The Home Depot, Inc. Board of Directors following the effective date of your new role and acceptance of this agreement,
you will receive a grant under the Amended and Restated 2005 Omnibus Stock Incentive Plan (the “Omnibus Plan”)
of the greatest number of whole shares of restricted common stock of The Home Depot, Inc. resulting from dividing
$250,000 by the closing stock price on the grant date, with 50% of the grant vesting each on the 30th and 60 month
anniversaries of the grant. Once these provisions lapse, the shares will be yours, free and clear of restrictions, subject
to the applicable provisions of the Omnibus Plan and award document. We anticipate you will also receive a grant of
nonqualified stock options under the Omnibus Plan equal to the greatest number of whole shares of common stock of
The Home Depot, Inc. resulting from dividing $250,000 by the grant date accounting cost of the stock options, with
an exercise price equal to the closing stock price on the grant date. Twenty-five percent of the stock options will become
exercisable on the second, third, fourth and fifth anniversaries of the grant date. Expiration of all stock options will be
the earlier of ten years from the grant date, employment termination, or any earlier time provided by your award
document.
In addition to the above grants, you will continue to be eligible to participate in The Home Depot, Inc.’s Employee
Stock Purchase Plan. The plan affords you the opportunity to purchase The Home Depot, Inc. common stock at a 15%
discount through payroll deductions.