HD » Topics » Equity Grant Procedures

This excerpt taken from the HD DEF 14A filed Apr 15, 2009.

Equity Grant Procedures

Company-wide equity grants, including equity grants to named executive officers, are awarded effective as of the date of the March meeting of the Committee. Throughout the year, equity awards are made to new hires and promoted employees, with a grant date effective as of the date of the next regularly scheduled quarterly Committee meeting. The exercise price of each of our stock option grants is the market closing price on the effective grant date.

This excerpt taken from the HD DEF 14A filed Apr 11, 2008.

Equity Grant Procedures

Company-wide equity grants, including equity grants to named executive officers, are awarded effective as of the date of the March meeting of the Committee. Throughout the year, equity awards are made to new hires and

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EXECUTIVE COMPENSATION

promoted employees, with a grant date effective as of the date of the next regularly scheduled quarterly Committee meeting. The exercise price of each of our stock option grants is the market closing price on the effective grant date. The Board established an Equity Awards Committee ("EAC") for the purpose of making equity awards to associates below the executive officer level within designated limits approved by the Board. The Committee also delegated authority to the EVP-HR to make stock option awards to associates below the executive officer level within designated limits approved by the Committee. Any action taken by the EAC or EVP-HR pursuant to the foregoing delegation of authority must be reported to the Committee at its next meeting.

This excerpt taken from the HD DEF 14A filed Apr 13, 2007.

Equity Grant Procedures

The Company does not coordinate option grants with the release of material, non-public information. Company-wide equity grants, including equity grants to executive officers, are awarded effective as of the date of the March meeting of the Committee. Throughout the year, equity awards are made to new hires and promoted employees, with a grant date effective as of the date of the next regularly scheduled quarterly Committee meeting. The exercise price of each of our stock option grants is the market closing price on the effective grant date.

During Fiscal 2006, the Board established an Equity Awards Committee ("EAC") for the purpose of making equity awards to associates below the executive officer level. The Chairman of the Board is the sole member of the EAC. The EAC has authority to make awards of up to the lesser of 25,000 shares or $1 million per associate per fiscal year. The EAC also has authority to accelerate the vesting of previously granted awards, provided that the value of awards accelerated cannot exceed $1 million on the date of acceleration and cannot exceed $3 million per associate per fiscal year. The Committee also delegated authority to the Company's EVP-HR to make stock option awards to associates below the executive officer level of up to the lesser of 7,000 shares or $250,000 per associate per fiscal year, not to exceed a maximum to all associates during any fiscal year of the lesser of 1,000,000 shares in the aggregate or $40 million. Any action taken by the EAC or EVP-HR pursuant to the foregoing delegation of authority must be reported to the Committee at its next meeting.

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