{"id":38537,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/associate-stock-purchase-plan-walmart.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"associate-stock-purchase-plan-walmart","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/associate-stock-purchase-plan-walmart.html","title":{"rendered":"Associate Stock Purchase Plan – Walmart"},"content":{"rendered":"

WAL-MART STORES, INC. <\/strong><\/p>\n

2004 ASSOCIATE STOCK PURCHASE PLAN <\/strong><\/p>\n

(As amended and restated effective as of February 1,
\n2004) <\/strong><\/p>\n

\n

TABLE OF CONTENTS <\/u><\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\nPage #<\/strong><\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

I. DEFINITIONS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

1.1.<\/p>\n<\/td>\n

<\/td>\n\n

Account<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

1.2.<\/p>\n<\/td>\n

<\/td>\n\n

Account Administrator<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

1.3.<\/p>\n<\/td>\n

<\/td>\n\n

Account Closure<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

1.4.<\/p>\n<\/td>\n

<\/td>\n\n

Affiliate<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

1.5.<\/p>\n<\/td>\n

<\/td>\n\n

Associate<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

1.6.<\/p>\n<\/td>\n

<\/td>\n\n

Award Program<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

1.7.<\/p>\n<\/td>\n

<\/td>\n\n

Board<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

1.8.<\/p>\n<\/td>\n

<\/td>\n\n

Committee<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

1.9.<\/p>\n<\/td>\n

<\/td>\n\n

Company<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

1.10.<\/p>\n<\/td>\n

<\/td>\n\n

Contribution<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

1.11.<\/p>\n<\/td>\n

<\/td>\n\n

Employer<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

1.12.<\/p>\n<\/td>\n

<\/td>\n\n

Participant<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

1.13.<\/p>\n<\/td>\n

<\/td>\n\n

Participating Employer<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

1.14.<\/p>\n<\/td>\n

<\/td>\n\n

Payroll Deduction<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

1.15.<\/p>\n<\/td>\n

<\/td>\n\n

Plan<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

1.16.<\/p>\n<\/td>\n

<\/td>\n\n

Plan Year<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

1.17.<\/p>\n<\/td>\n

<\/td>\n\n

Section 16 Officers<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

1.18.<\/p>\n<\/td>\n

<\/td>\n\n

Stock<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

II. ELIGIBILITY<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

2.1.<\/p>\n<\/td>\n

<\/td>\n\n

In General<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

2.2.<\/p>\n<\/td>\n

<\/td>\n\n

Leaves of Absence<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

III. PLAN CONTRIBUTIONS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

3.1.<\/p>\n<\/td>\n

<\/td>\n\n

Shares Available for Contributions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

3.2.<\/p>\n<\/td>\n

<\/td>\n\n

Plan Contributions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

3.3.<\/p>\n<\/td>\n

<\/td>\n\n

Maximum Limits on Contributions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

3.4.<\/p>\n<\/td>\n

<\/td>\n\n

Payroll Deductions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

3.5.<\/p>\n<\/td>\n

<\/td>\n\n

Matching Contributions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

4<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

3.6.<\/p>\n<\/td>\n

<\/td>\n\n

Award Contributions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

4<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

3.7.<\/p>\n<\/td>\n

<\/td>\n\n

Voluntary Contributions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

4<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

3.8.<\/p>\n<\/td>\n

<\/td>\n\n

Remittance of Contributions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

4<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

IV. ACCOUNT PURCHASES, MAINTENANCE & SALES<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

4.1.<\/p>\n<\/td>\n

<\/td>\n\n

Account Establishment<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

4.2.<\/p>\n<\/td>\n

<\/td>\n\n

Share Purchases<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

4.3.<\/p>\n<\/td>\n

<\/td>\n\n

Share Purchases for Non-U.S. Participants<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

6<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

4.4.<\/p>\n<\/td>\n

<\/td>\n\n

Allocation to Accounts<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

6<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

4.5.<\/p>\n<\/td>\n

<\/td>\n\n

Share Ownership<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

6<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

4.6.<\/p>\n<\/td>\n

<\/td>\n\n

Account Statements<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

7<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

4.7.<\/p>\n<\/td>\n

<\/td>\n\n

Risk of Loss<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

7<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

4.8.<\/p>\n<\/td>\n

<\/td>\n\n

Commission & Maintenance Charges<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

7<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

4.9.<\/p>\n<\/td>\n

<\/td>\n\n

Account Sales<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

7<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– i –<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

V. ACCOUNT CLOSURE & TERMINATION OF EMPLOYMENT<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

8<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

5.1.<\/p>\n<\/td>\n

<\/td>\n\n

Account Closure<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

8<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

5.2.<\/p>\n<\/td>\n

<\/td>\n\n

By Termination of Employment Other Than Due to Death of Participant<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

8<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

5.3.<\/p>\n<\/td>\n

<\/td>\n\n

By Transferring Employment from the Company or a Participating Employer to an
\nAffiliate<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

8<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

5.4.<\/p>\n<\/td>\n

<\/td>\n\n

Termination Due to Death of Participant<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

9<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

VI. AWARD PROGRAM<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

9<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

6.1.<\/p>\n<\/td>\n

<\/td>\n\n

Scope of the Award Program<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

9<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

6.2.<\/p>\n<\/td>\n

<\/td>\n\n

Great Job Component<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

9<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

6.3.<\/p>\n<\/td>\n

<\/td>\n\n

Outstanding Performance Component<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

9<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

VII. ADMINISTRATION<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

10<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

7.1.<\/p>\n<\/td>\n

<\/td>\n\n

Committee<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

10<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

7.2.<\/p>\n<\/td>\n

<\/td>\n\n

Powers of the Committee<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

10<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

VIII. AMENDMENT & TERMINATION<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

11<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

8.1.<\/p>\n<\/td>\n

<\/td>\n\n

Right to Amend or Terminate<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

11<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

8.2.<\/p>\n<\/td>\n

<\/td>\n\n

Limitation on Right to Amend or Terminate<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

11<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

IX. MISCELLANEOUS PROVISIONS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

11<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

9.1.<\/p>\n<\/td>\n

<\/td>\n\n

Successors<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

11<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

9.2.<\/p>\n<\/td>\n

<\/td>\n\n

Severability<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

11<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

9.3.<\/p>\n<\/td>\n

<\/td>\n\n

Requirements of Law<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

11<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

9.4.<\/p>\n<\/td>\n

<\/td>\n\n

Securities Law Compliance<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

12<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

9.5.<\/p>\n<\/td>\n

<\/td>\n\n

No Rights as a Stockholder<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

12<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

9.6.<\/p>\n<\/td>\n

<\/td>\n\n

Nature of Payments<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

12<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

9.7.<\/p>\n<\/td>\n

<\/td>\n\n

Non-Exclusivity of the Plan<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

13<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

9.8.<\/p>\n<\/td>\n

<\/td>\n\n

Military Service<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

13<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

9.9.<\/p>\n<\/td>\n

<\/td>\n\n

Construction<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

13<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

9.10.<\/p>\n<\/td>\n

<\/td>\n\n

Headings<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

13<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

9.11.<\/p>\n<\/td>\n

<\/td>\n\n

Stockholder Approval<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

13<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

9.12.<\/p>\n<\/td>\n

<\/td>\n\n

Taxes<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

13<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

9.13.<\/p>\n<\/td>\n

<\/td>\n\n

Company-Associate Relationships<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

13<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

9.14.<\/p>\n<\/td>\n

<\/td>\n\n

Governing Law<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

13<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– ii –<\/p>\n

\n

WAL-MART STORES, INC. <\/strong><\/p>\n

2004 ASSOCIATE STOCK PURCHASE PLAN <\/strong><\/p>\n\n\n\n
I.<\/strong><\/td>\nDEFINITIONS<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

1.1. “Account<\/u>” shall mean a Participant153s account which holds his or
\nher shares of Stock pursuant to the Plan.<\/p>\n

1.2. “Account Administrator<\/u>” shall mean the third party administrator
\nfor the Accounts as may be from time to time appointed by the Committee.<\/p>\n

1.3. “Account Closure<\/u>” shall mean the closing of a Participant153s
\nAccount by one of the following means:<\/p>\n

(a) “Automatic Account Closure<\/u>” shall mean the closure of a
\nParticipant153s Account by the Committee (or the Account Administrator if
\napplicable) at the time such Participant153s Account balance contains no shares
\n(or fractional shares) of Stock on or after his or her termination of employment
\nwith the Employer.<\/p>\n

(b) “Participant Account Closure<\/u>” shall mean the closure of a
\nParticipant153s Account pursuant to a request by the Participant to have his or
\nher Account closed and to have all Stock or proceeds from the sale thereof
\ndistributed.<\/p>\n

1.4. “Affiliate<\/u>” shall mean any entity that is more than 50% owned or
\ncontrolled, directly or indirectly, by the Company.<\/p>\n

1.5. “Associate<\/u>” shall mean any common law employee of an Employer,
\nbut shall not include independent contractors. An individual classified by the
\nEmployer as either an independent contractor or an individual who provides
\nservices to the Employer through another entity shall not be eligible to
\nparticipate in this Plan during the period that the individual is so classified,
\neven if such individual is later retroactively reclassified as an Associate
\nduring all or any part of such period pursuant to applicable law or otherwise.\n<\/p>\n

1.6. “Award Program<\/u>” shall mean a program established by the Company
\nor a Participating Employer that results in its Associates receiving shares of
\nStock as an award for job performance.<\/p>\n

1.7. “Board<\/u>” shall mean the Board of Directors of the Company.<\/p>\n

1.8. “Committee<\/u>” shall mean the Stock Option Committee of the Board,
\nor such other committee as may be appointed by the Board.<\/p>\n

1.9. “Company<\/u>” shall mean Wal-Mart Stores, Inc., a Delaware
\ncorporation.<\/p>\n

1.10. “Contribution<\/u>” shall mean any of the types of contributions that
\nmay be made to a Participant153s Account under the Plan, either by the Company, a
\nParticipating Employer or a Participant as set forth in Section III.<\/p>\n

1.11. “Employer<\/u>” shall mean the Company and its Affiliates.<\/p>\n

\n

1.12. “Participant<\/u>” shall mean any Associate of the Company or a
\nParticipating Employer who satisfies the eligibility requirements in Section II
\nand who has an Account established under the Plan, and Participant shall also
\ninclude any former Associate of the Company or a Participating Employer who was
\na Participant in the Plan at the time of his or her termination of employment
\nuntil such time as an Account Closure occurs.<\/p>\n

1.13. “Participating Employer<\/u>” shall mean an Affiliate whose
\nparticipation in the Plan has been approved by the Committee. The Committee may
\nrequire the Participating Employer to make corresponding contributions under the
\nPlan in accordance with rules and procedures established by the Committee. The
\nCommittee, in its sole discretion, may terminate any such Affiliate153s
\nParticipating Employer status at any time and the Participants153 Accounts will be
\ntreated as if such Participants had transferred employment to an Affiliate that
\nis not a Participating Employer as described in Section 5.3 of the Plan.<\/p>\n

1.14. “Payroll Deduction<\/u>” shall mean the payroll deduction from a
\nParticipant153s biweekly or weekly regular compensation (including from vacation
\npay and any paid leave of absence) of an amount authorized by the Participant as
\na Payroll Deduction Contribution.<\/p>\n

1.15. “Plan<\/u>” shall mean the Wal-Mart Stores, Inc. 2004 Associate Stock
\nPurchase Plan (formerly known as the Wal-Mart Stores, Inc. 1996 Associate Stock
\nPurchase Plan), as amended, restated and renamed herein, or as it may be further
\namended from time to time.<\/p>\n

1.16. “Plan Year<\/u>” shall mean April 1 of a calendar year to March 31 of
\nthe following calendar year, or such other period as set by the Committee.<\/p>\n

1.17. “Section 16 Officers<\/u>” shall mean those officers of the Company
\nwho are subject to subsection 16(a) of the Securities Exchange Act of 1934, as
\namended.<\/p>\n

1.18. “Stock<\/u>” shall mean the common stock, $.10 par value per share,
\nof the Company.<\/p>\n\n\n\n
II.<\/strong><\/td>\nELIGIBILITY<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2.1. In General<\/u>. All Associates (including Section 16 Officers) of the
\nCompany or a Participating Employer are eligible to participate in the Plan,
\nsubject to the following limitations:<\/p>\n

(a) Associates who are restricted or prohibited from participating in the
\nPlan under the applicable law of their state or country of residence may not
\nparticipate in the Plan, except as may be provided in accordance with rules and
\nprocedures established by the Committee.<\/p>\n

(b) Associates of the Company and its affiliates who are members of a
\ncollective bargaining unit whose benefits were the subject of good faith
\ncollective bargaining are excluded from participation in the Plan.<\/p>\n

(c) Participation by Associates of non-U.S. Participating Employers shall
\nonly be permitted upon approval by the Committee, which approval may be limited
\nto groups or categories of Associates designated by the non-U.S. Participating
\nEmployer.<\/p>\n<\/p>\n

– 2 –<\/p>\n

\n

(d) Section 16 Officers may be restricted in their ability to acquire or sell
\nshares of Stock in order to comply with Section 16 of the Securities Exchange
\nAct of 1934, as amended, in accordance with rules and procedures adopted by the
\nCommittee.<\/p>\n

2.2. Leaves of Absence<\/u>. Participants continue to be eligible to
\nparticipate in the Plan while on a bona fide leave of absence from the Company
\nor a Participating Employer in accordance with applicable policies of the
\nCompany or Participating Employer, or under such other circumstances with the
\napproval of the Committee.<\/p>\n\n\n\n
III.<\/strong><\/td>\nPLAN CONTRIBUTIONS<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3.1. Shares Available for Contributions<\/u>. Subject to stockholder
\napproval, as of February 1, 2004, 142,624,272 shares of Stock will be available
\nfor issuance under the Plan.<\/p>\n

3.2. Plan Contributions<\/u>. The definitions of the types of Contributions
\nwhich may be made pursuant to the Plan are as follows (subject to the limits
\nprovided in Section 3.3 as applicable):<\/p>\n

(a) “Award Contribution<\/u>” means a contribution under the Plan on behalf
\nof a Participant by the Company or a Participating Employer, as applicable, made
\npursuant to the Award Program in the sole discretion of the Committee.<\/p>\n

(b) “Matching Contribution<\/u>” means a cash contribution to the Plan on
\nbehalf of a Participant by the Company or a Participating Employer, as
\napplicable, which is equal to fifteen percent (15%) of the amount of the
\nParticipant153s Payroll Deduction (up to a maximum dollar limit).<\/p>\n

(c) “Payroll Deduction Contribution<\/u>” means a contribution to the Plan
\nby a Participant pursuant to a valid authorization for a Payroll Deduction.<\/p>\n

(d) “Voluntary Contribution<\/u>” means a contribution, if and to the
\nextent permitted by the Committee from time to time, of shares of Stock or cash
\nby the Participant to the Participant153s Account which is not made by Payroll
\nDeduction.<\/p>\n

3.3. Maximum Limits on Contributions<\/u>.<\/p>\n

(a) Matching Contributions and “Outstanding Performance” awards under the
\nAward Program are subject to a maximum dollar limit for the Plan Year as set by
\nthe Committee from time to time in its discretion.<\/p>\n

(b) During any Plan Year, the combination of Payroll Deduction Contributions
\nand Voluntary Contributions made in cash (not Stock) by a Participant shall not
\nexceed $125,000.<\/p>\n

3.4. Payroll Deductions<\/u>.<\/p>\n

(a) Subject to the Committee153s authority to adjust the following amounts, a
\nParticipant153s authorization for Payroll Deduction shall be for a minimum amount
\nof $2.00 per biweekly pay period or $1.00 per weekly pay period, as applicable
\nto the Participant, and such Payroll Deduction shall be in even multiples of
\n$.50.<\/p>\n<\/p>\n

– 3 –<\/p>\n

\n

(b) A Participant153s request for Payroll Deduction (or a request for a
\nrevision thereto) will become effective as soon as practicable after receipt of
\nsuch request by the Company or the Participating Employer, as applicable.<\/p>\n

(c) A Participant153s Payroll Deduction authorization may be revised or
\nterminated at any time by the Participant153s request to the Company or the
\nParticipating Employer, as applicable.<\/p>\n

(d) A Participant153s authorization for Payroll Deduction shall remain
\neffective until the earlier of the Participant153s (1) request to revise or
\nterminate the Payroll Deduction authorization or (2) termination of employment
\nwith the Company or a Participating Employer, subject to Section 8 of the Plan.\n<\/p>\n

(e) All requests to initiate, revise or terminate an authorization for
\nPayroll Deduction as described in this Section 3.4 shall be made in writing or
\nin such other form acceptable to the Committee or its delegate from time to
\ntime.<\/p>\n

3.5. Matching Contributions<\/u>. The Company or Participating Employer, as
\napplicable, shall make Matching Contributions as provided under the Plan and
\nsubject to the limits set forth in Section 3.3.<\/p>\n

3.6. Award Contributions<\/u>. Award Contributions shall be made, in the
\nCommittee153s sole discretion, by either (1) the Company or the Participating
\nEmployer, as applicable, remitting to the Account Administrator on behalf of the
\nParticipant funds sufficient to purchase any shares or fractional shares of
\nStock that have been granted to such Participant under the Award Program or (2)
\nthe Participant receiving the Award Contribution directly as a certificate for a
\nshare or shares (as applicable) of Stock.<\/p>\n

3.7. Voluntary Contributions<\/u>. Participants may make Voluntary
\nContributions to the Plan subject to the terms and limitations described herein
\nor that may be prescribed by the Committee from time to time.<\/p>\n

3.8. Remittance of Contributions<\/u>.<\/p>\n

(a) The Company or a Participating Employer, as applicable, will forward the
\ntotal of all Payroll Deductions for the applicable payroll period along with the
\ncorresponding Matching Contributions, a list of Participants for whom the
\nContributions are being made and the amount allocable to each such Participant153s
\nAccount to the Account Administrator as soon as practicable.<\/p>\n

(b) Voluntary Contributions, whether made in cash or shares of Stock, shall
\nbe remitted to the Account Administrator directly by the Participant.<\/p>\n

(c) As soon as practicable following a grant of an Award Contribution (for
\npurposes of the “Great Job” component of the Award Program, a “grant” shall
\nrefer to the date on which the Associate tenders his or her four Great Job
\nbuttons to the Company in exchange for a share of Stock), an Award Contribution
\nshall be made in the Committee153s sole discretion as described in Section 3.6 of
\nthe Plan.<\/p>\n<\/p>\n

– 4 –<\/p>\n

\n

(d) Prior to the time a Participant153s Payroll Deduction and corresponding
\nMatching Contribution is distributed to the Account Administrator, such amounts
\nare considered general assets of the Company or Participating Employer (as
\napplicable) and, as such, are subject to the claims of the Company153s or
\nParticipating Employer153s (as applicable) creditors in the event of insolvency or
\nbankruptcy. In addition, no interest shall be paid on such amounts and all
\nParticipants assume the risk of fluctuations in the value or market price of
\nStock.<\/p>\n\n\n\n
IV.<\/strong><\/td>\nACCOUNT PURCHASES, MAINTENANCE & SALES<\/strong>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4.1. Account Establishment<\/u>. The Account Administrator shall establish
\nan Account in accordance with the Plan for any Associate who becomes a
\nParticipant. Upon the Committee153s (or its delegate153s) request, the Account
\nAdministrator shall establish an Account for an Associate who is to be awarded
\nshares under an Award Program and who is not then a Participant.<\/p>\n

4.2. Share Purchases<\/u>. No later than five business days after the
\nAccount Administrator receives the remittance of funds for Contributions
\n(including Voluntary Contributions made in cash) made to the Plan, the Account
\nAdministrator shall purchase shares of Stock from the Company, a national stock
\nexchange or in a combination of the foregoing. Notwithstanding the foregoing,
\nthe Committee may from time to time provide instructions to the Account
\nAdministrator with respect to the purchase of such shares of Stock but, absent
\nsuch instructions, the Account Administrator shall determine the source of such
\nStock purchases in its discretion.<\/p>\n

(a) In the case of purchases from the Company of authorized but unissued or
\ntreasury shares of Stock, the price of such shares is equal to the Volume
\nWeighted Average Price (VWAP) as reported on the New York Stock Exchange –
\nComposite Transactions on the relevant date of purchase; provided, however, that
\nthe Committee may, in its discretion, designate some other methodology for
\ndetermining the fair market value of such shares of Stock purchased from the
\nCompany.<\/p>\n

(b) The Account Administrator153s purchase of shares of Stock from a national
\nstock exchange and the price per share shall be in accordance with rules and
\nprocedures established by the Committee from time to time.<\/p>\n

(c) As determined in the discretion of the Account Administrator (in
\naccordance with any applicable rules and procedures of the Committee), funds
\nreceived as Voluntary Contributions may be bundled into a group for the purpose
\nof purchasing shares of Stock and such shares may be purchased over a time
\nperiod that is greater than one day. If such shares of Stock are purchased as
\npart of a bundled group, a Participant153s purchase price for each share of Stock
\nshall be the average price of all shares of Stock purchased within that group as
\ndetermined by the Account Administrator.<\/p>\n

(d) No provision of this Plan shall limit the ability of the Committee to
\nimplement a real-time trading (or other) mechanism for the purchase or sale of
\nshares of Stock under the Plan and, to the extent determined by the Committee,
\nshall replace any other methodology for valuing and allocating shares of Stock
\npurchased or sold under the Plan.<\/p>\n<\/p>\n

– 5 –<\/p>\n

\n

4.3. Share Purchases for Non-U.S. Participants<\/u>. With respect to
\nnon-U.S. Participants, the amounts (1) withheld from such a Participant153s
\ncompensation pursuant to an authorization for Payroll Deduction or (2)
\ncontributed as either a Matching Contribution or an Award Contribution made
\ndirectly to a Participant153s Account shall be converted from the applicable
\nforeign currency to U.S. dollars for the purpose of purchasing shares of Stock,
\nand such conversion shall be pursuant to the exchange rate published in The
\nWall Street Journal<\/u> on a date as soon as practicable prior to the effective
\ndate of the cash transfer from the Company or the Participating Employer, as
\napplicable, to the Account Administrator. All such Participants assume the risk
\nof fluctuations in the value or market price of shares of Stock and applicable
\ncurrency exchange rates. With respect to non-U.S. Participants making Voluntary
\nContributions in cash, such amounts must be tendered to the Account
\nAdministrator in U.S. dollars unless otherwise determined by the Committee.<\/p>\n

4.4. Allocation to Accounts<\/u>. The number of shares (whole and
\nfractional shares) of Stock shall depend upon the purchase price as described in
\nSection 4.2 at the time such purchases are made. Purchases of Stock will be
\nallocated by the Account Administrator based upon the applicable purchase price
\nto each applicable Participant153s Account in proportion to the respective amount
\nof Contributions received for each Participant153s Account. Allocations of Stock
\nwill be made in full shares and in fractional interests in shares to the
\nthousandths of a share.<\/p>\n

4.5. Share Ownership<\/u>. At the time shares of Stock are credited to a
\nParticipant153s Account, he or she will acquire full ownership of all such shares
\n(as well as any fractional interests) of Stock.<\/p>\n

(a) All shares of Stock will be registered in the name of the Account
\nAdministrator and will remain so registered until delivery is requested by the
\nParticipant. The Participant may request from the Account Administrator that a
\ncertificate for any or all full shares of Stock be delivered to the Participant
\nat no cost to such Participant at any time.<\/p>\n

(b) The Account Administrator shall cause to be delivered at no cost to each
\nParticipant as promptly as practicable, by mail or otherwise, all notices of
\nmeetings, proxy statements and other material distributed by the Company to its
\nstockholders. The full shares of Stock in each Participant153s Account shall be
\nvoted in accordance with the Participant153s signed proxy instructions timely
\ndelivered to the Account Administrator. In the event that a Participant does not
\ntimely provide the Account Administrator with proxy voting instructions, the
\nAccount Administrator may direct the voting of such shares of Stock held in an
\nAccount to the extent such action or direction would comply with applicable law
\nand any applicable listing standards of a national stock exchange.<\/p>\n

(c) A Participant may not assign or hypothecate any interest in the Plan;
\nprovided, however, that upon purchase of shares under the Plan, such shares may
\nbe sold, assigned, pledged, hypothecated or otherwise dealt with as would be the
\ncase with respect to any other shares of Stock the Participant might otherwise
\nown.<\/p>\n

(d) Neither the Company nor any Participating Employer may make any
\ndeductions from amounts properly credited to a Participant153s Account. Neither
\nthe Company nor any Participating Employer shall have any security interest on
\nthe shares of Stock held in a Participant153s Account. Notwithstanding the
\nforegoing, a lender may have a security interest on the shares of Stock held in
\na Participant153s Account if the Participant has pledged such Stock as collateral
\nin connection with a line of credit that may be obtained by certain Participants
\n(other than Section 16 Officers) through the Stock Secured Line of Credit
\nProgram.<\/p>\n<\/p>\n

– 6 –<\/p>\n

\n

4.6. Account Statements<\/u>. Each Participant will be sent at least an
\nannual statement reflecting all Account activity during the period covered by
\nthe statement.<\/p>\n

4.7. Risk of Loss<\/u>. There is no guarantee of the value or market price
\nof shares of Stock acquired pursuant to the Plan. In seeking potential benefits
\nof Stock ownership, each Participant bears the risks associated with Plan
\nparticipation and ownership of Stock, including the risk of any decrease in the
\nvalue of market price of shares of Stock acquired pursuant to the Plan.<\/p>\n

4.8. Commission & Maintenance Charges<\/u>.<\/p>\n

(a) No brokerage commissions are charged to Participants for purchases of
\nStock under the Plan, however, brokerage commissions and other applicable fees
\nshall be charged to the Participant for all sales of Stock from his or her
\nAccount. Such commissions and other applicable fees for sales of Stock held in a
\nParticipant153s Account shall be at the rates posted by the Account Administrator,
\nwhich may be changed from time to time by the Account Administrator with
\napproval of the Committee (or its delegate).<\/p>\n

(b) The Company or Participating Employer, as applicable, shall pay the
\napplicable annual maintenance fees (if any) for the Participant153s Account until
\nthe earlier of (1) a Participant Account Closure occurs or (2) the Participant
\nincurs a termination of employment with the Company or Participating Employer,
\nas applicable, subject to Section 5.3. Any services requested of the Account
\nAdministrator by the Participant that are not covered by the Company153s
\narrangement with the Account Administrator shall be paid for solely by the
\nParticipant.<\/p>\n

(c) At such time as the Company or Participating Employer, as applicable,
\nceases to pay the applicable Account maintenance fees as set forth subsection
\n(b) above, the Participant shall become responsible for any applicable Account
\nmaintenance fees. In this case, annual maintenance fees and other applicable
\ncharges to the Account shall be paid from time to time to the Account
\nAdministrator automatically from the proceeds of a sale of a sufficient number
\nof shares of Stock held in the Participant153s Account until the earlier of a
\nParticipant Account Closure or an Automatic Account Closure occurring.<\/p>\n

4.9. Account Sales<\/u>. The Participant may instruct the Account
\nAdministrator in writing (or any other method acceptable to the Committee or its
\ndelegate) at any time to sell any portion or all of his or her full shares of
\nStock and the fractional interest in any shares of Stock allocable to his or her
\nAccount, and the timing for such sale of Stock shall be in accordance with rules
\nand procedures established by the Committee from time to time.<\/p>\n

(a) The sale price for a share of Stock under the Plan shall be the average
\nprice of all shares of Stock sold by the Account Administrator on the date of
\nthe Participant153s sale transaction; provided, however, that the Committee
\nreserves the right to implement a real-time trading or similar mechanism for
\nParticipants153 sales of shares of Stock from their respective Accounts under the
\nPlan and the valuation of shares of Stock would be in accordance with any such
\nmechanism.<\/p>\n<\/p>\n

– 7 –<\/p>\n

\n

(b) Upon such sale, the Account Administrator shall mail to the Participant a
\ncheck (or such method of payment as approved by the Committee or its delegate)
\nfor the proceeds, less the brokerage commission, and other normal charges such
\nas sales fees, which are payable by the Participant.<\/p>\n

(c) Such instruction to the Account Administrator, or a request for delivery
\nof Stock certificates held in the Participant153s Account, will not affect the
\nParticipant153s status as a Participant under the Plan unless an Account Closure
\noccurs.<\/p>\n

(d) With respect to non-U.S. Participants, shares of Stock are sold or traded
\nin U.S. dollars and such amounts can be converted for the purpose of remitting
\nthe proceeds to the non-U.S. Participant. If the proceeds from the sale of
\nshares of Stock held in the Participant153s Account are converted, such conversion
\nshall be made pursuant to the exchange rate published in The Wall Street
\nJournal<\/u> on the date such transaction is executed. All such Participants
\nassume the risk of fluctuations in the value or market price of shares of Stock
\nand applicable currency exchange rates.<\/p>\n\n\n\n
V.<\/strong><\/td>\nACCOUNT CLOSURE & TERMINATION OF
\nEMPLOYMENT<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

5.1. Account Closure<\/u>. A Participant who elects to discontinue Payroll
\nDeductions under the Plan shall continue to be a Participant until the earlier
\nof a Participant Account Closure or an Automatic Account Closure occurring. In
\nconnection with a Participant Account Closure, the Participant must elect to
\nhave his or her Account fully distributed in either (1) Stock (except that the
\nvalue of any fractional shares of Stock will be distributed in cash less any
\napplicable fees) or (2) cash by directing all full shares (and fractional
\ninterests) of Stock to be sold with the proceeds, less applicable brokerage
\ncommissions and other applicable fees, being distributed.<\/p>\n

5.2. By Termination of Employment Other Than Due to Death of
\nParticipant<\/u>. The Account of a Participant who incurs a termination of
\nemployment (other than by reason of death) with the Company or a Participating
\nEmployer will continue to be maintained with the annual fees and any other
\napplicable charges being paid by the Participant in accordance with Section
\n4.8(c) of the Plan.<\/p>\n

5.3. By Transferring Employment from the Company or a Participating
\nEmployer to an Affiliate<\/u>. A Participant who transfers employment from the
\nCompany or a Participating Employer to an Affiliate who does not sponsor or
\nparticipate in the Plan may continue to have his or her Account maintained at
\nthe expense of the Company while still employed with an Affiliate until the
\nearlier of a Participant Account Closure or an Automatic Account Closure
\noccurring (provided that such Automatic Account Closure can only occur following
\ntermination of employment with such Affiliate). In connection with a Participant
\nAccount Closure, the Participant must elect to have his or her Account fully
\ndistributed in either (1) Stock (except that the value of any fractional shares
\nof Stock will be distributed in cash less any applicable fees) or (2) cash by
\ndirecting all full shares (and fractional interests) of Stock to be sold with
\nthe proceeds, less applicable brokerage commissions and other applicable fees,
\nbeing distributed. Such Participant shall no longer be eligible to make or
\nreceive Contributions to the Plan (including by Payroll Deduction or Voluntary
\nContribution).<\/p>\n<\/p>\n

– 8 –<\/p>\n

\n

5.4. Termination Due to Death of Participant<\/u>. Following a
\nParticipant153s death, the Company or Participating Employer, as applicable, shall
\ncease making Payroll Deductions and Matching Contributions to such Participant153s
\nAccount as soon as practicable. In addition, as soon as practicable following
\nthe Participant153s death, the Account Administrator will distribute the proceeds
\nof the deceased Participant153s Account less any applicable fees in accordance
\nwith rules and procedures established by the Committee (which may include a
\ndesignation by a Participant of a beneficiary or a joint tenant with respect to
\na Participant153s Account) and, in the absence of applicable rules and procedures
\n(or such designations), to the Participant153s estate.<\/p>\n\n\n\n
VI.<\/strong><\/td>\nAWARD PROGRAM<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

6.1. Scope of the Award Program<\/u>. The Award Program is designed to
\nprovide an incentive to Associates of the Company and Participating Employers
\nwho provide exceptional customer service and job performance. Awards under the
\nAward Program are not intended to be given to those who satisfy, but do not
\nexceed, expectations. The Award Program includes a “Great Job” component and an
\n“Outstanding Performance” component.<\/p>\n

6.2. Great Job Component<\/u>. Awards under the Great Job component consist
\nof “Great Job” buttons, which can be worn by Associates while at work.<\/p>\n

(a) Great Job buttons are awarded by management of the Company or
\nParticipating Employers, as applicable.<\/p>\n

(b) Once an Associate earns four “Great Job” buttons, he or she is eligible
\nto receive one (1) share of Stock and such Participant will be given a new
\nbutton signifying that he or she is a “Great Job Stockholder” Associate. As
\ndescribed in Section 3.6 of the Plan, the Committee may, in its discretion,
\nissue the award of Stock under the Award Program to a Participant153s Account
\nunder the Plan instead of issuing the Stock certificate directly.<\/p>\n

6.3. Outstanding Performance Component<\/u>. An “Outstanding Performance”
\naward is an award of Stock to an Associate in recognition of the individual153s
\nconsistently outstanding performance in his or her specific job-related roles
\nover a month, a quarter, or a year.<\/p>\n

(a) Associates who receive “Outstanding Performance” awards may either be
\nissued certificates for shares of Stock or, at the discretion of the Committee,
\nthe Company (or Participating Employer) may have the Account Administrator
\npurchase shares of Stock to be credited to the Participant153s Account as
\ndescribed in Section 3.6 of the Plan.<\/p>\n

(b) “Outstanding Performance” awards are either approved directly by the
\nCommittee or by its delegate in accordance with rules and procedures established
\nby the Committee, and are subject to individual maximum dollar limitations as
\nset by the Committee from time to time.<\/p>\n<\/p>\n

– 9 –<\/p>\n

\n\n\n\n
VII.<\/strong><\/td>\nADMINISTRATION<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

7.1. Committee<\/u>.<\/p>\n

(a) Subject to Section 7.2, the Plan shall be administered by the Committee.\n<\/p>\n

(b) The Committee may delegate to officers or managers of the Company or any
\nAffiliate the authority, subject to such terms as the Committee shall determine,
\nto perform specified functions under the Plan. The Committee also may revoke any
\nsuch delegation of authority at any time.<\/p>\n

7.2. Powers of the Committee<\/u>. Subject to and consistent with the
\nprovisions of the Plan, the Committee has full and final authority and sole
\ndiscretion as follows:<\/p>\n

(a) to determine when, to whom and in what types and amounts Contributions
\nshould be made;<\/p>\n

(b) to make Contributions to eligible Associates in any number, and to
\ndetermine the terms and conditions applicable to each Contribution;<\/p>\n

(c) to determine whether any terms and conditions applicable to a
\nContribution have been satisfied;<\/p>\n

(d) to set minimum and maximum dollar, share or other limitations on the
\nvarious types of Contributions under the Plan;<\/p>\n

(e) to determine whether an Affiliate should be designated as a Participating
\nEmployer and whether an Affiliate153s Participating Employer status should be
\nterminated;<\/p>\n

(f) to determine whether Associates of non-U.S. Participating Employers
\nshould be eligible to participate in the Plan;<\/p>\n

(g) to construe and interpret the Plan and to make all determinations,
\nincluding factual determinations, necessary or advisable for the administration
\nof the Plan;<\/p>\n

(h) to make, amend, suspend, waive and rescind rules and regulations relating
\nto the Plan (including, but not limited to, such rules and regulations that
\nwould allow designations for beneficiaries and\/or joint tenants to be made by
\nParticipants in connection with Accounts under the Plan);<\/p>\n

(i) to appoint such agents as the Committee may deem necessary or advisable
\nto administer the Plan;<\/p>\n

(j) to correct any defect or supply any omission or reconcile any
\ninconsistency, and to construe and interpret the Plan, the rules and
\nregulations, and award agreements or any other instrument entered into or
\nrelating to a Contribution under the Plan; and<\/p>\n<\/p>\n

– 10 –<\/p>\n

\n

(k) to take any other action with respect to any matters relating to the Plan
\nfor which it is responsible and to make all other decisions and determinations
\nas may be required under the terms of the Plan or as the Committee may deem
\nnecessary or advisable for the administration of the Plan.<\/p>\n

Any action of the Committee with respect to the Plan shall be final,
\nconclusive and binding on all persons, including the Company, its Affiliates,
\nany Associate, any person claiming any rights under the Plan from or through any
\nParticipant, and stockholders, except to the extent the Committee may
\nsubsequently modify, or take further action not consistent with, its prior
\naction. If not specified in the Plan, the time at which the Committee must or
\nmay make any determination shall be determined by the Committee, and any such
\ndetermination may thereafter be modified by the Committee. The express grant of
\nany specific power to the Committee, and the taking of any action by the
\nCommittee, shall not be construed as limiting any power or authority of the
\nCommittee.<\/p>\n\n\n\n
VIII.<\/strong><\/td>\n AMENDMENT & TERMINATION<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

8.1. Right to Amend or Terminate<\/u>. The Board, or a duly authorized
\ncommittee thereof, reserves the right to amend, modify, suspend or discontinue
\nthe Plan at any time in its sole discretion without the approval of the
\nCompany153s stockholders, except that (a) any amendment or modification shall be
\nsubject to the approval of the Company153s stockholders if such stockholder
\napproval is required by any federal or state law or regulation or the rules of
\nany stock exchange or automated quotation system on which the shares of Stock
\nmay then be listed or quoted, and (b) the Board may otherwise, in its
\ndiscretion, determine to submit other such amendments or modifications to
\nstockholders for approval.<\/p>\n

8.2. Limitation on Right to Amend or Terminate<\/u>. Any such amendment,
\nmodification, suspension or termination will not result in the forfeiture of (1)
\nany funds contributed but not yet invested in the Participant153s Account, (2) any
\nshares (or fractional interests) of Stock purchased on behalf of the Participant
\nunder the Plan, or (3) any dividends or other distributions in respect of such
\nshares of that are declared subsequent to a Participant153s Contribution but prior
\nto the effective date of the amendment, modification, suspension or termination
\nof the Plan.<\/p>\n\n\n\n
IX.<\/strong><\/td>\nMISCELLANEOUS PROVISIONS<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

9.1. Successors<\/u>. All obligations of the Company under the Plan with
\nrespect to Contributions made hereunder shall be binding on any successor to the
\nCompany, whether the existence of such successor is the result of a direct or
\nindirect purchase, merger, consolidation, or otherwise of all or substantially
\nall of the business and\/or assets of the Company.<\/p>\n

9.2. Severability<\/u>. If any part of the Plan is declared by any court or
\ngovernmental authority to be unlawful or invalid, such unlawfulness or
\ninvalidity shall not invalidate any other part of the Plan. Any Section or part
\nof a Section so declared to be unlawful or invalid shall, if possible, be
\nconstrued in a manner which will give effect to the terms of such Section or
\npart of a Section to the fullest extent possible while remaining lawful and
\nvalid.<\/p>\n

9.3. Requirements of Law<\/u>. The granting of awards, the making of
\nContributions, and the delivery of shares of Stock under the Plan shall be
\nsubject to all applicable laws, rules, and regulations, and to such approvals by
\nany governmental agencies or national securities exchanges as may be required.
\nNotwithstanding any provision of the Plan, Participants shall not be entitled to
\nreceive benefits under the Plan, and the Company (and any Affiliate) shall not
\nbe obligated to deliver any shares of Stock or deliver benefits to a
\nParticipant, if such delivery would constitute a violation by the Participant or
\nthe Company or any of its Affiliates of any applicable law or regulation.<\/p>\n<\/p>\n

– 11 –<\/p>\n

\n

9.4. Securities Law Compliance<\/u>.<\/p>\n

(a) If the Committee deems it necessary to comply with any applicable
\nsecurities law, or the requirements of any stock exchange upon which shares of
\nStock may be listed, the Committee may impose any restriction on Contributions
\nor shares of Stock acquired pursuant to Contributions under the Plan as it may
\ndeem advisable. All certificates for shares of Stock delivered under the Plan
\npursuant to any Contribution shall be subject to such stop transfer orders and
\nother restrictions as the Committee may deem advisable under the rules,
\nregulations and other requirements of the Securities and Exchange Commission,
\nany stock exchange upon which shares of Stock are then listed, any applicable
\nsecurities law, and the Committee may cause a legend or legends to be put on any
\nsuch certificates to make appropriate reference to such restrictions. If so
\nrequested by the Company, the Participant shall make a written representation to
\nthe Company that he or she will not sell or offer to sell any shares of Stock
\nunless a registration statement shall be in effect with respect to such shares
\nof Stock under the Securities Act of 1993, as amended, and any applicable state
\nsecurities law or unless he or she shall have furnished to the Company, in form
\nand substance satisfactory to the Company, that such registration is not
\nrequired.<\/p>\n

(b) If the Committee determines that the nonforfeitability of, or delivery of
\nbenefits pursuant to, any Contribution would violate any applicable provision of
\nsecurities laws or the listing requirements of any national securities exchange
\nor national market system on which are listed any of the Company153s equity
\nsecurities, then the Committee may postpone any such nonforfeitability or
\ndelivery, as applicable, but the Company shall use all reasonable efforts to
\ncause such nonforfeitability or delivery to comply with all such provisions at
\nthe earliest practicable date.<\/p>\n

9.5. No Rights as a Stockholder<\/u>. No Participant shall have any rights
\nas a stockholder of the Company with respect to the shares of Stock which may be
\ndeliverable to the Participant153s Account in connection with a Contribution
\n(other than a Voluntary Contribution of previously-owned shares of Stock) under
\nthe Plan until such shares of Stock have been credited to his or her Account or
\nhave been delivered to him or her.<\/p>\n

9.6. Nature of Payments<\/u>. Matching Contributions and Award
\nContributions shall be special incentive payments to the Participant and shall
\nnot be taken into account in computing the amount of salary or compensation of
\nthe Participant for purposes of determining any pension, retirement, death or
\nother benefit under (a) any pension, retirement, profit-sharing, bonus,
\ninsurance or other employee benefit plan of the Company or any Affiliate, except
\nas such plan shall otherwise expressly provide, or (b) any agreement between (i)
\nthe Company or any Affiliate and (ii) the Participant, except as such agreement
\nshall otherwise expressly provide.<\/p>\n<\/p>\n

– 12 –<\/p>\n

\n

9.7. Non-Exclusivity of the Plan<\/u>. Neither the adoption of the Plan by
\nthe Board nor its submission to the stockholders of the Company for approval
\nshall be construed as creating any limitations on the power of the Board to
\nadopt such other compensatory arrangements for Associates as it may deem
\ndesirable.<\/p>\n

9.8. Military Service<\/u>. The Plan shall be administered in accordance
\nwith Section 414(u) of the Internal Revenue Code and the Uniformed Services
\nEmployment and Reemployment Rights Act of 1994.<\/p>\n

9.9. Construction<\/u>. The following rules of construction will apply to
\nthe Plan: (a) the word “or” is disjunctive but not necessarily exclusive, and
\n(b) words in the singular include the plural, words in the plural include the
\nsingular, and words in the neuter gender include the masculine and feminine
\ngenders and words in the masculine or feminine gender include the other neuter
\ngenders.<\/p>\n

9.10. Headings<\/u>. The headings of articles and sections are included
\nsolely for convenience of reference, and if there is any conflict between such
\nheadings and the text of this Plan, the text shall control.<\/p>\n

9.11. Stockholder Approval<\/u>. All Contributions made on or after the
\neffective date of the amended and restated Plan and prior to the date the
\nCompany153s stockholders approve the amended and restated Plan are expressly
\nconditioned upon and subject to approval of the amended and restated Plan by the
\nCompany153s stockholders.<\/p>\n

9.12. Taxes<\/u>. All Matching Contributions and Award Contributions are
\nsubject to withholding for applicable federal, state and local income taxes and
\nwill be reported as wage income by the Company. When a Participant authorizes a
\nPayroll Deduction of a specific amount, more than that amount will actually be
\nwithheld from his or her compensation to cover the withholding taxes due on the
\nMatching Contribution. The distribution of shares of Stock to Participants will
\nnot be a taxable event.<\/p>\n

9.13. Company-Associate Relationships<\/u>. Nothing contained in this Plan
\nshall in any way affect the rights of the Company in its relationship with any
\nAssociate or affect the Company153s right to discharge any Associate or increase
\nor reduce any Associate153s compensation.<\/p>\n

9.14. Governing Law<\/u>. This Plan shall be governed by the laws of the
\nState of Arkansas, except to the extent it is governed by the federal securities
\nlaws or the choice of laws provision contained in the Company153s agreement with
\nthe Account Administrator.<\/p>\n<\/p>\n

– 13 –<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9281],"corporate_contracts_industries":[9495],"corporate_contracts_types":[9539,9545],"class_list":["post-38537","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-wal-mart-stores-inc","corporate_contracts_industries-retail__department","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38537","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38537"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38537"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38537"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38537"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}