Post-Termination and Non-compete Agreement – Walmart

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POST-TERMINATION AGREEMENT

AND COVENANT NOT TO COMPETE

This Post-Termination Agreement and Covenant Not to Compete (this
“Agreement”) is entered into as of ,
by and between Wal-Mart Stores, Inc., its subsidiaries and
affiliates (collectively, “Walmart”) and
(“Associate”).

RECITALS

WHEREAS, Walmart proposes that Associate: (a) be permitted
to continue Associate153s at will employment with Walmart; and (b) receive a
restricted stock award of $ of Walmart shares of
common stock (the “Restricted Stock Award”); and

WHEREAS, as consideration for and as a condition of:
(a) Associate continuing Associate153s at will employment with Walmart; and
(b) receiving the Restricted Stock Award (collectively, the “Special Items”),
Associate is required to execute and deliver this Agreement to Walmart; and

WHEREAS, the parties agree that this Agreement shall
supersede and replace in its entirety the Restricted Stock Grant,
Post-Termination Agreement and Covenant Not to Compete between the Associate and
Walmart dated , as amended by the Amendment to
Agreement between the Associate and Walmart dated
(collectively, the “Post-Termination Agreement”).

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the
acknowledgments, covenants, representations, warranties and agreements contained
herein and for other good and valuable consideration, including but not limited
to the Special Items being conveyed to Associate by Walmart, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

1. ACKNOWLEDGMENTS. As part of this
Agreement, the parties specifically acknowledge that:

(A) Walmart is a major retail operation, with stores located throughout the
United States, territories of the United States and in certain foreign
countries;

(B) Associate has served as
for a number of years, which appointment was made by the Walmart Board of
Directors and which position is a key officer position appointed by the Walmart
Board of Directors;

(C) As an essential part of its business, Walmart has cultivated, established
and maintained long-term customer and vendor relationships and goodwill and
competitive advantages, which are difficult to develop and maintain, have
required and continue to require a significant investment of time, effort, and
expense, and that can suffer significantly and irreparably upon the departure of
key officers, regardless of whether the officer has been personally involved in
developing or maintaining the relationships, goodwill or competitive advantages;

(D) In the development of its business, Walmart has expended a significant
amount of time, money, and effort in developing, maintaining, and protecting
private, sensitive, confidential, proprietary, and trade secret information
including but not limited to, information regarding Walmart153s products or
services, strategies, research and development efforts, logistics,
transportation, selling and delivery plans, geographic markets, developing or
potential geographic markets, developing or potential product markets, mergers,
acquisitions, divestitures, data, business methods, computer programs and
related source and object code, supplier and customer relationships, contacts
and information, methods or sources of product manufacture, know-how, product or
service cost or pricing, personnel allocation or organizational structure,
business, marketing, development and expansion or contraction plans, information
concerning the legal or financial affairs of Walmart, any other non-public
information, and any other information protected by the Nondisclosure and
Restricted Use Agreement executed by Associate (collectively, “Confidential
Information”), the disclosure or misuse of which could cause irreparable harm to
Walmart153s business, anticipated business, and its competitive position in the
retail marketplace;

(E) Associate has had access to such Confidential Information in Associate153s
current key officer position that would be of considerable value to Walmart153s
global and domestic competitors and potential competitors and Associate will
continue to have access to Confidential Information that would be of
considerable value to Walmart153s global and domestic competitors and potential
competitors; and

(F) Associate acknowledges that Walmart is entitled to take appropriate steps
to ensure: (i) that its associates do not misappropriate or make any other
improper use of Confidential Information; (ii) that no individual associate,
competitor or potential competitor gains an unfair, competitive advantage over
Walmart; and (iii) that its competitors and potential competitors do not
improperly gain access to or make any use of Confidential Information in their
efforts to compete against, or cause harm to, Walmart.

2. TRANSITION PAYMENTS. For purposes of this Agreement, the
term “Transition Period” means a period of two (2) years from the effective date
of Associate153s termination of employment with Walmart. If Walmart terminates
Associate153s employment, Walmart will pay Associate during the Transition Period
an amount equal to Associate153s base salary at the rate in effect on the date of
termination (“Transition Payments”), subject to such withholding as may be
required by law and subject to the conditions set forth in this Section 2.
Transition Payments will commence and be paid at the times and in the amounts
provided in Section 2(E).

(A) Transition Payments will not be paid if Associate is terminated as the
result of Associate153s violation of any Walmart policy.

(B) No Transition Payments will be paid if Associate voluntarily resigns or
retires from employment with Walmart.

(C) Given the availability of other programs designed to provide financial
protection in such circumstances, Transition Payments will not be paid under
this Agreement if Associate dies or becomes disabled. If Associate dies during
the Transition Period, Transition Payments will cease, and Associate153s heirs
will not be entitled to the continuation of such payments. Transition Payments
will not be affected by Associate153s disability during the Transition Period.

(D) Associate153s violation of the obligations under Sections 4, 5 or 6, below,
or any other act that is materially harmful to Walmart153s business interests
during the Transition Period, will result in the immediate termination of the
Transition Payments, the recovery of the Transition Payments already made, and
any other remedies that may be available to Walmart.

(E) Transition Payments will be paid as follows:

(i) The first Transition Payment shall be an amount equal to six months of
the Associate153s base salary, less applicable withholding, and shall be paid
within thirty (30) days following termination; and

(ii) Subsequent Transition Payments shall commence on the first regularly
scheduled pay period following six (6) months after Associate153s termination and
shall be made during each regularly scheduled pay period thereafter during the
Transition Period. Each Transition Payment shall be the amount which would have
continued as part of Associate153s regular base salary, less applicable
withholding, and shall be made in the regularly scheduled payroll cycle, subject
to the terms and conditions of this Agreement.

(F) Receipt of Transition Payments will not entitle Associate to participate
during the Transition Period in any other incentive, restricted stock,
performance share, stock option, stock incentive, profit sharing, management
incentive or other associate benefit plans or programs maintained by Walmart;
except, that, Associate will be entitled to participate in such plans or
programs to the extent that the terms of the plan or program provide for
participation by former associates. Such participation, if any, shall be
governed by the terms of the applicable plan or program.

3. BENEFITS. Associate will be eligible for all other
payments and benefits accrued and owing at the time of termination.
Participation in all other benefit programs available to current associates will
end on the effective date of Associate153s termination, subject to Associate153s
rights under COBRA to continue group medical and dental coverage for eighteen
(18) months, pursuant to the terms of COBRA, which are currently extended to
terminating Walmart associates.

4. COVENANT NOT TO COMPETE. Due to the strategic, sensitive
and far-reaching nature of the Associate153s current position at Walmart, and the
Confidential Information to which the Associate is and has been exposed,
Associate agrees, promises, and covenants that:

(A) For a period of two (2) years from the date on which Associate153s
employment with Walmart terminates, and regardless of the cause or reason for
such termination, Associate will not directly or indirectly:

(i) own, manage, operate, finance, join, control, advise, consult, render
services to, have a current or future interest in, or participate in the
ownership, management, operation, financing, or control of, or be employed by or
connected in any manner with, any Competing Business as defined below in
Section 4(B)(i) and/or any Global Retail Business as defined below in
Section 4(B)(ii); and/or

(ii) participate in any other activity that risks the use or disclosure of
Confidential Information either overtly by the Associate or inevitably through
the performance of such activity by the Associate; and/or

(ii) solicit for employment, hire or offer employment to, or otherwise aid or
assist any person or entity other than Walmart in soliciting for employment,
hiring, or offering employment to, any Officer, Officer Equivalent or Management
Associate of Walmart, or any of its subsidiaries or affiliates.

(B) (i) For purposes of this Agreement, the term “Competing Business” shall
include any general or specialty retail, grocery, wholesale membership club, or
merchandising business, inclusive of its respective parent companies,
subsidiaries and/or affiliates that: (a) sells goods or merchandise at retail to
consumers and/or businesses (whether through physical locations, via the
internet or combined) or has plans to sell goods or merchandise at retail to
consumers and/or businesses (whether through physical locations, via the
internet or combined) within twelve (12) months following Associate153s last day
of employment with Walmart in the United States; and (b) has gross annual
consolidated sales volume or revenues attributable to its retail operations
(whether through physical locations, via the internet or combined) equal to or
in excess of U.S.D. $5 billion.

(ii) For purposes of this Agreement, the term “Global Retail Business” shall
include any general or specialty retail, grocery, wholesale membership club, or
merchandising business, inclusive of its respective parent companies,
subsidiaries and/or affiliates, that: (a) in any country or countries outside of
the United States in which Walmart conducts business or intends to conduct
business in the twelve (12) months following Associate153s last day of employment
with Walmart, sells goods or merchandise at retail to consumers and/or
businesses (whether through physical locations, via the internet or combined);
and (b) has gross annual consolidated sales volume or revenues attributable to
its retail operations (whether through physical locations, via the internet or
combined) equal to or in excess of U.S.D. $5 billion in any country pursuant to
(B)(ii)(a) or in the aggregate equal to or in excess of U.S.D. $5 billion in any
countries taken together pursuant to (B)(ii)(a) when no business in any one
country has annual consolidated sales volume or revenues attributable to its
retail operations equal to or in excess of U.S.D. $5 billion.

(iii) For purposes of this Agreement, the term “Management Associate” shall
mean any domestic or international associate holding the title of “manager” or
above.

(iv) For purposes of this Agreement, the term “Officer” shall mean any
domestic Walmart associate who holds a title of Vice President or above.

(v) For purposes of this Agreement, the term “Officer Equivalent” shall mean
any non-U.S. Walmart associate who Walmart views as holding a position
equivalent to an officer position, such as managers and directors in
international markets, irrespective of whether such managers and directors are
on assignment in the U.S.

(C) Ownership of an investment of less than the greater of $25,000 or 1% of
any class of equity or debt security of a Competing Business and/or a Global
Retail Business will not be deemed ownership or participation in ownership of a
Competing Business and/or a Global Retail Business for purposes of this
Agreement.

(D) The covenant not to compete contained in this Section 4 shall bind
Associate, and shall remain in full force and effect, regardless of whether
Associate qualifies, or continues to remain eligible, for the Transition
Payments described in Section 2 above. Termination of the Transition Payments
pursuant to Section 2 will not release Associate from Associate153s obligations
under this Section 4.

5. FUTURE ASSISTANCE. Associate agrees to provide reasonable
assistance and cooperation to Walmart in connection with any agency
investigation, litigation or similar proceedings that may exist or may arise
regarding events as to which Associate has knowledge by virtue of Associate153s
employment with Walmart. Walmart will compensate Associate for reasonable
travel, materials, and other expenses incidental to any such support Associate
may provide to Walmart, at Walmart153s request.

6. PRESERVATION OF CONFIDENTIAL INFORMATION. Associate will
not at any time, directly or indirectly, use or disclose any Confidential
Information obtained during the course of Associate153s employment with Walmart
and following the Associate153s termination of employment with Walmart, except as
may be authorized by Walmart.

7. REMEDIES FOR BREACH. The parties shall each be entitled
to pursue all legal and equitable rights and remedies to secure performance of
their respective obligations and duties under this Agreement, and enforcement of
one or more of these rights and remedies will not preclude the parties from
pursuing any other rights and remedies. Associate acknowledges that a breach of
the provisions of Sections 4 through 6, above, could result in substantial and
irreparable damage to Walmart153s business, and that the restrictions contained in
Sections 4 through 6 are a reasonable attempt by Walmart to protect its rights
and to safeguard its Confidential Information. Associate expressly agrees that
upon a breach or a threatened breach of the provisions of Sections 4 through 6,
Walmart shall be entitled to injunctive relief to restrain such violation, and
Associate hereby expressly consents to the entry of such temporary, preliminary,
and/or permanent injunctive relief, as may be necessary to enjoin the violation
or threatened violation of Sections 4 through 6. With respect to any breach of
this Agreement by Associate, Associate agrees to indemnify and hold Walmart
harmless from and against any and all loss, cost, damage, or expense, including,
but not limited to, attorneys153 fees, incurred by Walmart, and to return
immediately to Walmart all of the monies previously paid to Associate by Walmart
under this Agreement; provided, however, that such repayment shall not
constitute a waiver by Walmart of any other remedies available under this
Section or by law.

8. SEVERABILITY. In the event that a court of competent
jurisdiction shall determine that any portion of this Agreement is invalid or
otherwise unenforceable, the parties agree that the remaining portions of the
Agreement shall remain in full force and effect. The parties also expressly
agree that if any portion of the covenant not to compete set forth in Section 4
shall be deemed unenforceable, then the Agreement shall automatically be deemed
to have been amended to incorporate such terms as will render the covenant
enforceable to the maximum extent permitted by law.

9. NATURE OF THE RELATIONSHIP. Nothing contained in this
Agreement shall be deemed or construed to constitute a contract of employment
for a definite term. The parties acknowledge that Associate is not employed by
Walmart for a definite term, and that either party may sever the employment
relationship at any time and for any reason not otherwise prohibited by law.

10. ENTIRE AGREEMENT. This document, along with the most
recent Non-Disclosure and Restricted Use Agreement executed by and between the
parties (the “Ancillary Agreement”), contain the entire understanding and
agreement between Associate and Walmart regarding the subject matter of this
Agreement and the Ancillary Agreement. This Agreement, together with the
Ancillary Agreement, supersede and replace any and all prior understandings or
agreements between the parties regarding this subject, including the
Post-Termination Agreement, and no representations or statements by either party
shall be deemed binding unless contained herein or therein.

11. MODIFICATION. This Agreement may not be amended,
modified, or altered except in a writing signed by both parties or their
designated representatives.

12. SUCCESSORS AND ASSIGNS. This Agreement will inure to the
benefit of, and will be binding upon, Walmart, its successors and permitted
assigns, and on Associate and Associate153s heirs, successors, and permitted
assigns. No rights or obligations under this Agreement may be assigned to any
other person without the express written consent of all parties hereto.

13. COUNTERPARTS. This Agreement may be executed in
counterparts, in which case each of the two counterparts will be deemed to be an
original.

14. GOVERNING LAW AND VENUE. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of
Delaware, without regard to Delaware law concerning the conflicts of law. The
parties agree that any action relating to the interpretation, validity, or
enforcement of this Agreement shall be brought in the courts of the State of
Delaware, County of New Castle, or in the United States District Court of
Delaware, and the parties hereby expressly consent to the jurisdiction of such
courts and agree that venue is proper in those courts. The parties do hereby
irrevocably: (a) submit themselves to the personal jurisdiction of such courts;
(b) agree to service of such courts153 process upon them with respect to any such
proceeding; (c) waive any objection to venue laid therein; and (d) consent to
service of process by registered mail, return receipt requested. Associate
further agrees that in any claim or action involving the execution,
interpretation, validity, or enforcement of this Agreement, Associate will seek
satisfaction exclusively from the assets of Walmart and will hold harmless all
of Walmart153s individual directors, officers, employees, and representatives.

15. STATEMENT OF UNDERSTANDING. By signing below, Associate
acknowledges: (i) that Associate has received a copy of this Agreement,
(ii) that Associate has read the Agreement carefully before signing it,
(iii) that Associate has had ample opportunity to ask questions concerning the
Agreement and has had the opportunity to discuss the Agreement with legal
counsel of Associate153s own choosing, and (iv) that Associate understands the
rights and obligations under this Agreement and enters into this Agreement
voluntarily.

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first above written.

SCHEDULE TO EXHIBIT

This Schedule of Named Executive Officers Who Have Executed a
Post-Termination Agreement and Covenant Not to Compete is included pursuant to
Instruction 2 of Item 601(a) of Regulation S-K for the purposes of setting forth
the material details in which the specific agreements differ from the form of
agreement filed herewith as Exhibit 10(p).


Named Executive Officer	Date of Agreement	Value of Restricted Stock Award Granted in Connection with Agreement
William S. Simon	March 30, 2010	$	2,000,000
C. Douglas McMillon	January 19, 2010	$	2,000,000
Eduardo Castro-Wright	January 19, 2010	$	2,000,000
Charles M. Holley, Jr.	March 24, 2010	$	1,000,000

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WAL-MART STORES, INC.

[Name of Associate]

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