Home Depot 2015 Annual Report Download - page 76

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Page 3 of 11
(c) Executive and Company acknowledge that the Restricted Shares referenced in Paragraph 5(b) shall
constitute taxable income to Executive at the time of lapse of risk of forfeiture on the Termination Date;
and that the Options referenced in Paragraph 5(a) shall be taxable to Executive when such Options are
exercised. Accordingly, Executive acknowledges the Executive’s obligations to pay all related applicable
federal, state and local income and employment taxes, and that Company is required to withhold applicable
taxes with respect to these Restricted Shares and vested Options. Accordingly, Executive hereby authorizes
Company to withhold and surrender to Company a sufficient number of shares necessary to satisfy said
withholding obligations.
(d) Executive will earn all Performance Shares earned under the terms of Executive’s FY2013-FY2015
Performance Share Award Agreement. Executive’s Performance Share Grants for the FY2014-2016 and
FY2015-2017 will be forfeited and Executive will receive a lump sum cash payout in the amount of
$1,300,094 in lieu of any payment under these awards. Such payment will be made no later than fifteen
(15) days following April 22, 2016. Executive will not be entitled to any further payments relating to
Performance Shares.
(e) Executive is solely responsible for ensuring that the Executive’s equity awards are properly credited,
exercised and handled as provided by the terms of the awards as modified by this Agreement. Executive
acknowledges that the Executive may not rely on the Merrill Lynch website to determine the exercise or
expiration dates of the Executive’s equity awards. Executive should direct any inquiries to the Atlanta
Branch of Merrill Lynch at 404-264-7274; however, Company is not responsible for any incorrect
information Executive might receive from Merrill Lynch.
6. Outplacement Services. Executive is eligible for Company-provided outplacement services for a period not
to exceed twelve (12) months. The outplacement service will end the earlier of either (a) the last day of the 12-month
period, or (b) Executive's acceptance of other employment. Such services shall be provided through an agency selected
by the Company. Executive will be contacted by the outplacement agency after their executed Agreement is received
by the Company.
7. Release of Claims. Executive and the Executive’s heirs, assigns, and agents release, waive and discharge
Company, its past and present parents, subsidiaries, affiliates and related entities, and their respective past and present
predecessors, successors, assigns, representatives, directors, officers, employees, and agents (collectively “Releasees”)
from each and every claim, action or right of any sort, known or unknown, arising on or before the Effective Date.
The foregoing release includes, but is not limited to, any claim of discrimination on the basis of race, sex, religion,
sexual orientation, national origin, disability, genetic information, age, or citizenship status; any other claim based on
any local, state, or federal prohibition, including but not limited to claims under Title VII of the Civil Rights Act of
1964, as amended, the WARN Act, GINA, the Age Discrimination in Employment Act of 1967, as amended, or the
Americans With Disabilities Act; any claim arising out of or related to any alleged express or implied employment
contract, any other alleged contract affecting terms and conditions of employment,