HD » Topics » Roger W. Adams

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

Roger W. Adams

On October 31, 2007, the Company entered into a separation agreement with Mr. Adams. The separation agreement sets forth the Company's obligation to make payments, including severance payments, to Mr. Adams, in exchange for non-competition, non-solicitation, non-disparagement and cooperation covenants in favor of the Company, and his execution of a general release of claims against the Company, as follows: (i) a $225,000 payment on May 1, 2008 (reported in the All Other Compensation column of the Summary Compensation Table and the Severance or Retention Payment column above); (ii) eighteen monthly separation payments of $37,500 each from May 1, 2008 through November 1, 2009 (reported in the All Other Compensation column of the Summary Compensation Table and the Severance or Retention Payment column above); (iii) the accelerated vesting of 32,954 stock options on October 31, 2007 that had no intrinsic value at a closing stock price of $31.51; (iv) $1,268,278 representing the intrinsic value of accelerated vesting of 40,250 restricted stock awards on October 31, 2007 based on a closing stock price of $31.51; (v) approximately $7,527 as a partial off-set for health insurance coverage through November 1, 2009, such amount being reduced and the benefit ending on such earlier date that Mr. Adams accepts other employment providing healthcare coverage (reported in the All Other Compensation column of the Summary Compensation Table and the All Other Payments column above); and (vi) $750 for continued participation in the SECP for two months after termination, plus $311 in tax reimbursement relating to such benefit (reported in the All Other Compensation column of the Summary Compensation Table and the All Other Payments column above). Accelerated vesting of the foregoing equity awards were fully expensed by the Company in Fiscal 2007, as reflected in the Stock Awards, Option Awards and All Other Compensation columns of the Summary Compensation Table.

In addition to the foregoing payments, Mr. Adams is entitled to payment of his previously vested account balances of approximately $62,115 under the Company's FutureBuilder 401(k) Plan and Restoration Plan, according to the terms of such plans. As provided in his separation agreement, Mr. Adams has agreed not to compete with the Company and not to solicit employees of the Company for three years. Mr. Adams has also agreed to cooperate with the Company to ensure an orderly transition. Mr. Adams also agreed to execute a release of claims against the Company. He is also subject to non-disparagement and confidentiality restrictions.

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