THE HOME DEPOT, INC.
1997 OMNIBUS STOCK INCENTIVE PLAN, AS AMENDED
1. History and Purpose . The Home Depot, Inc. Omnibus Stock Incentive Plan (this Plan) is
an amendment and restatement of The Home Depot, Inc. 1991 Omnibus Stock Option Plan. The purpose of
this Plan is to attract and retain employees and directors for The Home Depot, Inc. and its subsidiaries and to
provide such persons with incentives and rewards for superior performance.
2. Definitions . As used in this Plan, the following terms shall be defined as set forth below:
“Award” means any Option, Stock Appreciation Right, Restricted Shares, Deferred Shares,
Performance Shares or Performance Unit.
“Base Price” means the price to be used as the basis for determining the Spread upon the
exercise of a Freestanding Stock Appreciation Right.
“Board” means the Board of Directors of the Company.
“Code” means the Internal Revenue Code of 1986, as amended from time to time.
“Committee” means the committee described in Section 4 of this Plan.
“Company” means The Home Depot, Inc., a Delaware corporation, or any successor
“Deferral Period” means the period of time during which Deferred Shares are subject to
deferral limitations under Section 8 of this Plan.
“Deferred Shares” means an Award pursuant to Section 8 of this Plan of the right to receive
Shares at the end of a specified Deferral Period.
“Employee” means any person, including an officer, employed by the Company or a Subsidiary.
“Fair Market Value” means the fair market value of the Shares as determined by the
Committee from time to time. Unless otherwise determined by the Committee, the fair market value shall be the
closing price for the Shares reported on a consolidated basis on the New York Stock Exchange on the relevant
date or, if there were no sales on such date, the closing price on the nearest preceding date on which sales