Home Depot 2015 Annual Report Download - page 75

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Page 2 of 11
3. Bonuses. Executive will be eligible to receive the financial portion of the Management Incentive Plan ("MIP")
bonus that is earned based on actual results for FY2015. Any earned bonus will be paid to Executive in a lump sum
on the next planned MIP payout date (no later than 75 calendar days after fiscal period end and will be subject to
applicable tax withholding). The Company has the sole discretion to determine the amount of any bonus, and there
is no guaranteed or minimum bonus. Executive will not be eligible for bonus payments of any other kind.
4. Benefits. The Executive’s benefits shall end on the Termination Date, pursuant to the terms of such plans and
applicable law. Executive shall receive a lump sum payment of $150,000 (subject to applicable tax withholding)
payable no later than fifteen (15) days following April 22, 2016 as a partial off-set for the Executive’s healthcare costs.
Executive shall be eligible to receive COBRA continuation coverage in accordance with terms of the plan and applicable
law. Such coverage is generally available for up to eighteen (18) months, unless Executive is eligible for other
coverage. At the end of such eighteen (18) month period, if Executive is not eligible for other coverage, upon
Executive’s request, Company shall assist Executive in securing coverage in the healthcare market.
5. Stock Options/Restricted Stock.
(a) All of Executive’s options to purchase Company’s common stock (“Options”) that vested before the
Termination Date will be cancelled and forfeited unless exercised by the earlier of: (a) ninety (90) days
after the Termination Date; or (b) the expiration of the stock option. Pursuant to the schedule set forth in
Attachment A to this Agreement, 98,934 of Executive’s outstanding, unvested Options will be accelerated
to vest on the Termination Date. These accelerated Options will be cancelled and forfeited unless exercised
by the earlier of: (a) ninety (90) days after the Termination Date; or (b) the expiration of the stock option.
All Options are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executive.
Executive shall not be eligible to receive any equity-based awards in the future.
(b) Pursuant to the schedule set forth in Attachment A to this Agreement, the restrictions on Executive’s
19,283 outstanding restricted shares of Company’s common stock (“Restricted Shares”) are hereby
amended to no longer be subject to risk of forfeiture on the Termination Date. The 19,283 Restricted
Shares may not be transferred until the following dates: 4,608 Restricted Shares may be transferred as of
March 23, 2016; 1,954 Restricted Shares may be transferred as of September 26, 2016; and 12,721
Restricted Shares may be transferred as of February 01, 2017. Executive and Company agree that Company
shall not be required to issue any share to Executive before the date the share may be transferred, as set
forth in this Paragraph 5(b), except to accommodate the sales of shares for tax purposes as set forth in
Paragraph 5(c), below. All other shares of Executive’s Restricted Shares shall be forfeited on the
Termination Date. All 19,283 Restricted Shares are subject to forfeiture for any breach as provided in
the paragraph titled Breach by Executive.