$10,000,000.00 December 4, 2000
FOR VALUE RECEIVED, Robert L. Nardelli (the "Borrower"), promises to
pay to The Home Depot, Inc., a Delaware corporation ("Lender"), or its assignee,
the principal sum of Ten Million Dollars ($10,000,000.00) with interest from the
date hereof at a rate of five and eight tenths percent (5.8%) per annum,
compounded annually, on the unpaid balance of such principal sum. Such principal
and interest shall be due and payable and/or forgiven (as the case may be) in
accordance with Sections 4.2.4 and 7.2.9 of that certain Employment Agreement
effective as of December 4, 2000, by and between the Borrower and the Lender
(the "Employment Agreement").
If the Borrower's employment with the Company is terminated prior to
payment in full of this Note, this Note shall be immediately due and payable
and/or forgiven (as the case may be) in accordance with Sections 4.2.4 and 7.2.9
of the Employment Agreement.
All payments by the Borrower under this Note shall be in immediately
available funds. This Note may be prepaid in whole or in part at any time or
from time to time. Any such prepayment shall be without premium or penalty.
If any amount due under this Note becomes due and payable on a
Saturday, Sunday, or public or other banking holiday under the laws of the State
of Georgia, the due date thereof shall be extended to the next succeeding
Upon the failure to pay principal under this Note when due, which shall
remain unremedied for twenty days following the date when principal was due
hereunder; then, the Lender may declare, by written notice of default given to
the Borrower, the entire principal amount of this Note to be due and payable,
whereupon the entire principal amount of this Note outstanding shall become due
No delay or failure by the Lender in the exercise of any right or
remedy shall constitute a waiver thereof, and no single or partial exercise by
the Lender of any right or remedy shall preclude other or future exercise
thereof or the exercise of any other right or remedy.
None of the terms or provisions of this Note may be excluded, modified
or amended except by a written instrument duly executed on behalf of the holder
expressly referring to this Note and setting forth the provision so excluded,
modified, or amended.
As used herein, the Borrower includes the successors, assigns and
distributees of the undersigned.
As used herein, the Lender includes the successors, assigns and
distributees of the Lender, as well as a holder in due course of this Note.
THIS NOTE SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF GEORGIA (WITHOUT REGARD TO CONFLICT OF LAWS
/s/ Robert L. Nardelli
Robert L. Nardelli