HOME DEPOT U.S.A., INC.
This Non-Competition Agreement (the "Agreement") is entered into as of the 24th day of March, 2003, by and
between Home Depot U.S.A., Inc., a Delaware corporation ("Home Depot" or the "Company") and Carol B.
WHEREAS, the Company desires to provide certain additional benefits to Executive as approved by the
Compensation Committee of the Company's Board of Directors (the "Committee"); and
WHEREAS, in consideration for such benefits, Executive agrees to be bound by the terms and conditions as set
forth in this Agreement;
WHEREAS, to further the interests of the Company and Executive, the parties hereto have set forth the terms of
such benefits and conditions in writing in the Agreement;
NOW, THEREFORE, for and in consideration of the mutual promises herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as
1. SEVERANCE PAYMENTS.
(a) In the event Home Depot terminates Executive's employment involuntarily and without cause, Executive will
be eligible to receive, in exchange for Executive's execution of a general release in a form acceptable to Home
Depot's legal counsel, twenty-four (24) months of base salary continuation (less applicable taxes and
withholdings) in accordance with the Company's normal payroll practices. The end of the salary continuation
period will be Executive's last day of employment ("Termination Date"). During the period of salary continuation,
outstanding options will continue to vest and restrictions on outstanding restricted shares will continue to lapse.
Executive will have ninety (90) days from the Termination Date to exercise any options that are vested at that
(b) Executive will not be entitled to receive these payments and benefits in the event Executive voluntarily resigns
from Home Depot, but all other provisions of this Agreement shall remain in effect