Home Depot 2015 Annual Report Download - page 83

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Agreement shall be binding on, and in favor of, the Company’s successors in interest and assigns.
20. Taxes and Section 409A. To the extent applicable, it is intended that this Agreement comply with or be exempt
from the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations
and guidance promulgated thereunder (“Section 409A”). To the extent required in order to avoid accelerated taxation
and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise
be provided pursuant to this Agreement during the six-month period immediately following Executive’s Termination
Date shall instead be paid on the first business day after the date that is six months following Executive’s termination
of employment (or upon Executive’s death, if earlier). In addition, for purposes of the Agreement, each amount to be
paid or benefit to be provided to Executive pursuant to the Agreement shall be construed as a separate identified
payment for purposes of the Code, including Section 409A. With respect to expenses eligible for reimbursement
under the terms of this Agreement, (i) the amount of such expenses eligible for reimbursement in any taxable year
shall not affect the expenses eligible for reimbursement in another taxable year and (ii) any reimbursements of such
expenses shall be made no later than the end of the calendar year following the calendar year in which the related
expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a
“deferral of compensation” within the meaning of Section 409A. Company makes no representation or warranty to
Executive or other person regarding compliance with, or exemption from, Section 409A with respect to any payment
or benefit provided by this Agreement. Executive agrees that the Executive shall bear sole and exclusive responsibility
for any and all federal, state, local or other tax consequences (including, without limitation, any and all tax liability
under Section 409A) of this Agreement, and fully indemnifies and holds the Company harmless therefore. Executive
should consult with the Executive’s own tax advisor in connection with this Agreement and its tax
consequences.
21. Entire Agreement. This Agreement constitutes the entire understanding between the parties, except that this
Agreement does not supersede or limit Executive’s post-employment restrictions or obligations to the Company, its
parents, subsidiaries, affiliates or related entities, that may be contained in any other agreement between Executive
and the Company, its parents, subsidiaries, affiliates or related entities, such as an offer letter, equity award agreement,
or similar document. The parties have not relied on any oral statements that are not included in this Agreement. Any
modifications to this Agreement must be in writing and signed by Company’s Executive Vice President, Human
Resources.
22. Governing Law. This Agreement shall be construed, interpreted and applied in accordance with the law of
the State of Georgia, without giving effect to any choice of law provisions thereof that would require the application
of any other jurisdiction’s laws. Executive hereby irrevocably submits any dispute arising out of or relating to this
Agreement to the exclusive jurisdiction of the Atlanta Division of the U.S. District Court for the Northern District of
Georgia, or, if federal jurisdiction is not available, the Superior Court of Cobb County, Georgia. Executive also
irrevocably waives, to the fullest extent permitted by applicable law, any objection Executive may now or hereafter
have to the laying of venue of any such dispute