Stock Incentive Plan
Notice of Non Qualified Stock Option Grant
Grant of Option: You have been granted an option to purchase up to the above-designated number of shares of Common Stock
of Wal-Mart Stores, Inc., (“Shares”) at the designated price per Share, on or before the designated Expiration Date, subject to
the terms of the Wal-Mart Stores, Inc. Stock Incentive Plan of 1998, as amended from time to time. Capitalized terms used in the
notice have the same meanings as in the Plan.
Vesting. This Option shall cumulatively vest and become exercisable as follows, except that no Options shall vest after you
cease to be an associate of the company for any reason whatsoever other than on account of death in which case all Options
shall immediately vest. The unexercised portion of each vested installment may be accumulated from year to year.
Time to Exercise Vested Options: You may exercise all or any portion of your vested Options only (i) while you are employed
by the Company, or (ii) within 3 months after termination of employment, or (iii) within one year after death if you die before
otherwise terminating employment or within 3 months thereafter. However, in no event shall this Option be exercisable (a) after
the Expiration Date, (b) during any administrative suspension, or (c) if your employment was terminated for cause.
Payment of Exercise Price: You must pay the Option price in full in any one or a combination of the following, subject to the
approval of the Committee: (i) through a broker-dealer selected by you to whom you have submitted an irrevocable exercise
notice including an irrevocable instruction to deliver the Option price promptly to the Company by check or wire transfer; (ii) by
cash, check, or wire transfer; or (iii) in unencumbered Shares which you have held for at least 6 months.
Tax Withholding: The Company’s required federal, state and local tax withholding must be satisfied when you exercise an