{"id":38739,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/deferred-compensation-matching-plan-walmart.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"deferred-compensation-matching-plan-walmart","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/deferred-compensation-matching-plan-walmart.html","title":{"rendered":"Deferred Compensation Matching Plan – Walmart"},"content":{"rendered":"

WALMART DEFERRED COMPENSATION MATCHING PLAN <\/strong>\n<\/p>\n

Effective February 1, 2012 <\/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
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\nPAGE<\/strong><\/td>\n<\/td>\n<\/tr>\n
\n

\nARTICLE
\nI.<\/strong> GENERAL <\/a><\/p>\n<\/td>\n

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

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

<\/td>\n<\/tr>\n
1.1<\/strong><\/td>\n<\/td>\n\nPurpose.<\/a>\n<\/td>\n<\/td>\n<\/td>\n\n

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

<\/td>\n<\/tr>\n
1.2<\/strong><\/td>\n<\/td>\n\nEffective
\nDate.<\/a><\/td>\n		<\/td>\n<\/td>\n\n

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

<\/td>\n<\/tr>\n
1.3<\/strong><\/td>\n<\/td>\n\nNature
\nof Plan.<\/a><\/td>\n		<\/td>\n<\/td>\n\n

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

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

\nARTICLE
\nII.<\/strong> DEFINITIONS <\/a><\/p>\n<\/td>\n

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

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

<\/td>\n<\/tr>\n
2.1<\/strong><\/td>\n<\/td>\n\nDefinitions.<\/a>\n<\/td>\n<\/td>\n<\/td>\n\n

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

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

\nARTICLE
\nIII.<\/strong> DEFERRAL CREDITS AND MATCHING CONTRIBUTION CREDITS AND ACCOUNT
\nALLOCATIONS <\/a><\/p>\n<\/td>\n

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

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

<\/td>\n<\/tr>\n
3.1<\/strong><\/td>\n<\/td>\n\nDeferred
\nCompensation.<\/a><\/td>\n		<\/td>\n<\/td>\n\n

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

<\/td>\n<\/tr>\n
3.2<\/strong><\/td>\n<\/td>\n\nDeferred
\nMIP Bonuses.<\/a><\/td>\n		<\/td>\n<\/td>\n\n

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

<\/td>\n<\/tr>\n
3.3<\/strong><\/td>\n<\/td>\n\nDeferred
\nSpecial Bonuses.<\/a><\/td>\n		<\/td>\n<\/td>\n\n

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

<\/td>\n<\/tr>\n
3.4<\/strong><\/td>\n<\/td>\n\nEmployer
\nMatching Contribution Credits.<\/a><\/td>\n		<\/td>\n<\/td>\n\n

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

<\/td>\n<\/tr>\n
3.5<\/strong><\/td>\n<\/td>\n\nAccount
\nAllocation Elections<\/a><\/td>\n		<\/td>\n<\/td>\n\n

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

<\/td>\n<\/tr>\n
3.6<\/strong><\/td>\n<\/td>\n\nIrrevocability
\nof Deferral Elections and Account Allocation Elections.<\/a><\/td>\n		<\/td>\n<\/td>\n\n

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

<\/td>\n<\/tr>\n
3.7<\/strong><\/td>\n<\/td>\n\nAutomatic
\nSuspension of Deferral Elections.<\/a><\/td>\n		<\/td>\n<\/td>\n\n

14<\/p>\n<\/td>\n

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

\nARTICLE
\nIV.<\/strong> ACCOUNTS AND TIMING OF CREDITS TO ACCOUNTS <\/a><\/p>\n<\/td>\n

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

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
4.1<\/strong><\/td>\n<\/td>\n\nNature
\nof Accounts.<\/a><\/td>\n		<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
4.2<\/strong><\/td>\n<\/td>\n\nDeferral
\nCredits and Employer Matching Contribution Credits.<\/a><\/td>\n		<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
4.3<\/strong><\/td>\n<\/td>\n\nValuation
\nof Accounts.<\/a><\/td>\n		<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
4.4<\/strong><\/td>\n<\/td>\n\nCredited
\nEarnings.<\/a><\/td>\n		<\/td>\n<\/td>\n\n

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

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

\nARTICLE
\nV.<\/strong> PAYMENT OF PLAN BENEFITS <\/a><\/p>\n<\/td>\n

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

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

<\/td>\n<\/tr>\n
5.1<\/strong><\/td>\n<\/td>\n\nScheduled
\nIn-Service Benefits.<\/a><\/td>\n		<\/td>\n<\/td>\n\n

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

<\/td>\n<\/tr>\n
5.2<\/strong><\/td>\n<\/td>\n\nSeparation
\nBenefits.<\/a><\/td>\n		<\/td>\n<\/td>\n\n

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

<\/td>\n<\/tr>\n
5.3<\/strong><\/td>\n<\/td>\n\nDeath
\nBenefits.<\/a><\/td>\n		<\/td>\n<\/td>\n\n

17<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
5.4<\/strong><\/td>\n<\/td>\n\nForm
\nof Distribution.<\/a><\/td>\n		<\/td>\n<\/td>\n\n

19<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
5.5<\/strong><\/td>\n<\/td>\n\nDistributions
\nfor Unforeseeable Emergencies.<\/a><\/td>\n		<\/td>\n<\/td>\n\n

20<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
5.6<\/strong><\/td>\n<\/td>\n\nReductions
\nArising from a Participant153s Gross Misconduct.<\/a><\/td>\n		<\/td>\n<\/td>\n\n

21<\/p>\n<\/td>\n

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

\nARTICLE
\nVI.<\/strong> ADMINISTRATION <\/a><\/p>\n<\/td>\n

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

22<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
6.1<\/strong><\/td>\n<\/td>\n\nGeneral.<\/a>\n<\/td>\n<\/td>\n<\/td>\n\n

22<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
6.2<\/strong><\/td>\n<\/td>\n\nAllocation
\nand Delegation of Duties.<\/a><\/td>\n		<\/td>\n<\/td>\n\n

22<\/p>\n<\/td>\n

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

\nARTICLE
\nVII. <\/strong>CLAIMS PROCEDURE <\/a><\/p>\n<\/td>\n

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

23<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
7.1<\/strong><\/td>\n<\/td>\n\nGeneral.<\/a>\n<\/td>\n<\/td>\n<\/td>\n\n

23<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
7.2<\/strong><\/td>\n<\/td>\n\nAppeals
\nProcedure.<\/a><\/td>\n		<\/td>\n<\/td>\n\n

23<\/p>\n<\/td>\n

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

\nARTICLE
\nVIII.<\/strong> MISCELLANEOUS PROVISIONS <\/a><\/p>\n<\/td>\n

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

24<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
8.1<\/strong><\/td>\n<\/td>\n\nAmendment,
\nSuspension or Termination of Plan.<\/a><\/td>\n		<\/td>\n<\/td>\n\n

24<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
8.2<\/strong><\/td>\n<\/td>\n\nNon-Alienability.<\/a>\n<\/td>\n<\/td>\n<\/td>\n\n

24<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
8.3<\/strong><\/td>\n<\/td>\n\nRecovery
\nof Overpayments.<\/a><\/td>\n		<\/td>\n<\/td>\n\n

24<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
8.4<\/strong><\/td>\n<\/td>\n\nNo
\nEmployment Rights.<\/a><\/td>\n		<\/td>\n<\/td>\n\n

25<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
8.5<\/strong><\/td>\n<\/td>\n\nNo
\nRight to Bonus.<\/a><\/td>\n		<\/td>\n<\/td>\n\n

25<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
8.6<\/strong><\/td>\n<\/td>\n\nWithholding
\nand Employment Taxes.<\/a><\/td>\n		<\/td>\n<\/td>\n\n

25<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
8.7<\/strong><\/td>\n<\/td>\n\nIncome
\nand Excise Taxes.<\/a><\/td>\n		<\/td>\n<\/td>\n\n

25<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
8.8<\/strong><\/td>\n<\/td>\n\nSuccessors
\nand Assigns.<\/a><\/td>\n		<\/td>\n<\/td>\n\n

25<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
8.9<\/strong><\/td>\n<\/td>\n\nGoverning
\nLaw.<\/a><\/td>\n		<\/td>\n<\/td>\n\n

25<\/p>\n<\/td>\n

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

WALMART DEFERRED COMPENSATION MATCHING PLAN <\/strong>\n<\/p>\n

ARTICLE I. <\/strong><\/p>\n

GENERAL <\/strong><\/p>\n\n\n\n
1.1<\/strong><\/td>\nPurpose.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The purpose of the Walmart Deferred Compensation Matching Plan is to enable
\ncertain individuals to defer compensation and to be credited with matching
\nallocations and earnings. The Plan is intended to reward such individuals for
\ntheir contributions to the success of Walmart and its Related Affiliates. The
\nPlan is also intended to assist such individuals in saving for retirement by
\nproviding benefits that are in excess of benefits permitted by applicable law
\nunder the 401(k) Plan.<\/p>\n\n\n\n
1.2<\/strong><\/td>\nEffective Date.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The effective date of the Plan is February 1, 2012.<\/p>\n\n\n\n
1.3<\/strong><\/td>\nNature of Plan.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Plan is intended to be (and shall be administered as) an unfunded
\nemployee pension plan benefiting a select group of management or highly
\ncompensated employees under the provisions of ERISA. The Plan shall be
\n“unfunded” for tax purposes and for purposes of Title I of ERISA. Any and all
\npayments under the Plan shall be made solely from the general assets of Walmart.
\nA Participant153s interests under the Plan do not represent or create a claim
\nagainst specific assets of Walmart or any Employer. Nothing herein shall be
\ndeemed to create a trust of any kind or create any fiduciary relationship
\nbetween the Committee, Walmart or any Employer and a Participant, the
\nParticipant153s beneficiary or any other person. To the extent any person acquires
\na right to receive payments from Walmart under this Plan, such right is no
\ngreater than the right of any other unsecured general creditor of Walmart. The
\nPlan is intended to be in compliance with Code Section 409A and shall be
\ninterpreted, applied and administered at all times in accordance with Code
\nSection 409A and guidance issued thereunder.<\/p>\n

ARTICLE II. <\/strong><\/p>\n

DEFINITIONS <\/strong><\/p>\n\n\n\n
2.1<\/strong><\/td>\nDefinitions.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Whenever used in this Plan, the following words and phrases have the meaning
\nset forth below unless the context plainly requires a different meaning:<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Account<\/strong> means the bookkeeping account
\nmaintained under the Plan to reflect a Participant153s Deferral Credits, Matching
\nContribution Credits, and earnings credited in accordance with Section 4.4. A
\nParticipant153s “Account” shall consist of his or her Deferral Account, and his or
\nher Matching Account. A Participant153s Deferral Account may be allocated among
\none or more Scheduled In-Service Accounts and one or more Retirement Accounts to
\nthe extent<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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

authorized hereunder and as elected or deemed elected by the Participant in
\naccordance with Section 3.5. A Participant153s Matching Account will be allocated
\nto either or both of the Participant153s Retirement Accounts as elected or deemed
\nelected by the Participant in accordance with Section 3.5.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

Code<\/strong><\/p>\n

means the Internal Revenue Code of 1986, as amended from time to time.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

Committee<\/strong><\/p>\n

means the Compensation, Nominating and Governance Committee of the Board of
\nDirectors of Walmart.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

Compensation<\/strong><\/p>\n

means a Participant153s base compensation for a Plan Year with respect to
\nservices rendered for an Employer.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

Deferral Account<\/strong><\/p>\n

means the bookkeeping account maintained on behalf of a Participant to
\nreflect his or her Deferral Credits.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

Deferral Credit<\/strong><\/p>\n

means the amount of Deferred Compensation credited to a Participant153s
\nDeferral Account in accordance with Section 3.1, the amount of Deferred MIP
\nBonus credited to a Participant153s Deferral Account in accordance with Section
\n3.2, and the amount of Deferred Special Bonus credited to a Participant153s
\nDeferral Account in accordance with Section 3.3.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(g)<\/p>\n<\/td>\n

Deferred Compensation<\/strong><\/p>\n

means the Compensation deferred by a Participant in accordance with Section
\n3.1.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(h)<\/p>\n<\/td>\n

Deferred MIP Bonus<\/strong><\/p>\n

means the amount deferred by a Participant in accordance with Section 3.2
\nfrom bonuses payable to the Participant under the MIP.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

Deferred Special Bonus<\/strong><\/p>\n

means the amount deferred by a Participant in accordance with Section 3.3
\nfrom a Special Bonus payable to the Participant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(j)<\/p>\n<\/td>\n

Disabled<\/strong><\/p>\n

means the Participant has incurred a Separation from Service because the
\nParticipant, as determined by the Committee or its delegate, is unable to engage
\nin any substantial gainful activity by reason of a medically determinable
\nphysical or mental impairment which can be expected to result in death or can be
\nexpected to last for a continuous period of not less than twelve (12) months.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(k)<\/p>\n<\/td>\n

Eligible Officer<\/strong><\/p>\n

means an individual who is a corporate officer of an Employer, and who holds
\nthe title of Vice President or above, Treasurer, Controller, or an officer title
\nof similar rank or other position as determined by the Committee. In no event
\nwill any individual constitute an Eligible Officer if he or she is not subject
\nto federal income tax withholding in the United States. Notwithstanding anything
\nin the preceding provisions of this Section 2.1(k), Eligible Officer shall
\nexclude any individual who, pursuant to Walmart153s Global Assignment Policy, is
\nseconded to an Employer and, under the terms of his or her offer or assignment
\nletter, he or she is intended to remain on the home country153s benefit and
\npension programs.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 4 –<\/p>\n

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

(l)<\/p>\n<\/td>\n

Eligible Participant<\/strong><\/p>\n

means with respect to a Plan Year an individual who either (1) is an Eligible
\nOfficer, or (2) is an employee of an Employer and who as of the October 31
\nimmediately preceding the Plan Year has an annual rate of base compensation from
\nthe Employer that is equal to or greater than the annual compensation limit in
\neffect under Code Section 401(a)(17) (or under a comparable provision of the
\nInternal Revenue Code of the Commonwealth of Puerto Rico if the Participant is
\nan eligible participant under the Walmart Puerto Rico 401(k) Plan) for the
\ncalendar year in which the Plan Year begins, or if such limit for such calendar
\nyear has not been determined as of such October 31 then such annual compensation
\nlimit as in effect for the calendar year that includes such October 31.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(m)<\/p>\n<\/td>\n

Employer<\/strong><\/p>\n

means Walmart and any entity, whether or not incorporated, which is a member
\nof a controlled group of corporations, trades or businesses, as defined in Code
\nSections 414(b) and 414(c), of which Walmart is a member, and which has been
\ndesignated by the Committee as a participating employer in the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(n)<\/p>\n<\/td>\n

Employer Matching Contribution Credits<\/strong><\/p>\n

means the amount credited to a Participant153s Matching Account pursuant to
\nSection 3.4.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(o)<\/p>\n<\/td>\n

ERISA<\/strong><\/p>\n

means the Employee Retirement Income Security Act of 1974, as amended from
\ntime to time.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(p)<\/p>\n<\/td>\n

Excess Compensation<\/strong><\/p>\n

means for a Plan Year the excess, if any, of (1) the sum of (i) the
\nParticipant153s base compensation for the Plan Year for services rendered for an
\nEmployer, and (ii) the Participant153s MIP bonus payable with respect to a
\nperformance period that coincides with the Plan Year or that ends within the
\nPlan Year, over (2) the annual compensation limit under Code Section 401(a)(17)
\n(or under a comparable provision of the Internal Revenue Code of the
\nCommonwealth of Puerto Rico if the Participant is an eligible participant under
\nthe Walmart Puerto Rico 401(k) Plan) in effect for the calendar year in which
\nthe Plan Year begins. For purposes of this paragraph, a Participant153s base
\ncompensation and a Participant153s MIP bonus shall include the cash amounts of
\nsuch base compensation and MIP bonus payable to the Participant regardless of
\nwhether the payment of any or all of such amounts to the Participant is deferred
\nor not made on account of (1) a deferral election by the Participant under the
\n401(k) Plan, (2) a deferral election by the Participant under this Plan, (3) a
\npre-tax contribution by the Participant under Code Section 125, (4) a pre-tax
\ncontribution by the Participant under Code Section 132(f)(4), or (5) withholding
\nfor the payment of employment taxes or income taxes with respect to the
\nParticipant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(q)<\/p>\n<\/td>\n

401(k) Plan<\/strong><\/p>\n

means the Walmart 401(k) Plan and the Walmart Puerto Rico 401(k) Plan, as
\namended from time to time.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 5 –<\/p>\n

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

(r)<\/p>\n<\/td>\n

Gross Misconduct <\/strong><\/p>\n

means conduct engaged in by the Participant which has been deemed by the
\nCommittee or its delegate to be detrimental to the best interests of Walmart or
\nany Related Affiliate or any entity in which Walmart has an ownership interest.
\nExamples of such conduct include, without limitation, disclosure of confidential
\ninformation in violation of Walmart153s Statement of Ethics, theft, the commission
\nof a felony or a crime involving moral turpitude, gross misconduct or similar
\nserious offenses.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(s)<\/p>\n<\/td>\n

Matching Account<\/strong><\/p>\n

means the bookkeeping account maintained on behalf of a Participant to
\nreflect his or her Employer Matching Contribution.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(t)<\/p>\n<\/td>\n

MIP<\/strong><\/p>\n

means the Wal-Mart Stores, Inc. Management Incentive Plan, as amended from
\ntime to time, without regard to any non-U.S. subplans.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(u)<\/p>\n<\/td>\n

Participant<\/strong><\/p>\n

means any individual for whom an Account is maintained. An individual will
\ncease to be a Participant at such time that the Participant153s Account has been
\nfully distributed or forfeited in accordance with the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(v)<\/p>\n<\/td>\n

Plan<\/strong><\/p>\n

means the Walmart Deferred Compensation Matching Plan, as set forth herein,
\nand as amended from time to time.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(w)<\/p>\n<\/td>\n

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

means the twelve (12)-month period commencing on February 1 and ending on
\nJanuary 31.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(x)<\/p>\n<\/td>\n

Related Affiliate<\/strong><\/p>\n

means all persons with whom Walmart would be considered a single employer
\nunder Code Sections 414(b) and 414(c), except that in applying Code Sections
\n1563(a)(1), (2) and (3) for purposes of determining a controlled group of
\ncorporations under Code Section 414(b), the language “at least 50 percent” shall
\nbe used instead of “at least 80 percent” in each place it appears in Code
\nSections 1563(a)(1), (2) and (3), and in applying Treas. Regs. Sec. 1.414(c)-2
\nfor purposes of determining a controlled group of trades or businesses under
\nCode Section 414(c), the language “at least 50 percent” shall be used instead of
\n“at least 80 percent” in each place it appears in Treas. Regs. Sec. 1.414(c)-2.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(y)<\/p>\n<\/td>\n

Retirement Account<\/strong><\/p>\n

means a bookkeeping account maintained on behalf of a Participant to which
\nthe Participant153s Deferral Account and Matching Account may be allocated
\npursuant to the election or deemed election of the Participant in accordance
\nwith Section 3.5. The number of Retirement Accounts a Participant may have under
\nthe Plan at any time shall be determined by the Committee or its delegate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(z)<\/p>\n<\/td>\n

Scheduled In-Service Account<\/strong><\/p>\n

means a bookkeeping account maintained on behalf of a Participant to which
\nthe Participant153s Deferral Account may be allocated pursuant to the election of
\nthe Participant in accordance with Section 3.5. The number of Scheduled
\nIn-Service Accounts a Participant may have under the Plan at any time shall be
\ndetermined by the Committee or its delegate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 6 –<\/p>\n

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

(aa)<\/p>\n<\/td>\n

Scheduled Pay Date<\/strong><\/p>\n

means, with respect to each Scheduled In-Service Account, the first day of a
\ncalendar month designated by the Participant in accordance with Section 3.5. In
\nno event shall such date be earlier than the first day of the second Plan Year
\nbeginning after the Plan Year for which Deferral Credits are first allocated to
\nsuch Scheduled In-Service Account. Once selected, the Scheduled Pay Date with
\nrespect to any Scheduled In-Service Account is irrevocable. If a Participant
\nfails to designate a Scheduled Pay Date with respect to a Scheduled In-Service
\nAccount, then the Participant is deemed to have designated as the Scheduled Pay
\nDate for such Scheduled In-Service Account the first day of the second Plan Year
\nbeginning after the Plan Year for which Deferral Credits are first allocated to
\nsuch Scheduled In-Service Account.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(bb)<\/p>\n<\/td>\n

Separation from Service<\/strong><\/p>\n

means the Participant has a termination of employment (other than on account
\nof death) with the Company. For purposes of this paragraph, “Company” means the
\nEmployer and any Related Affiliate. Whether a termination of employment has
\noccurred shall be determined based on whether the facts and circumstances
\nindicate the Participant and the Company reasonably anticipate that no further
\nservices will be performed by the Participant for the Company; provided,
\nhowever, that a Participant shall be deemed to have a termination of employment
\nif the level of services he or she would perform for the Company after a certain
\ndate permanently decreases to no more than twenty percent (20%) of the average
\nlevel of bona fide services performed for the Company by the Participant
\n(whether as an employee or independent contractor) over the immediately
\npreceding 36-month period (or the full period of services for the Company if the
\nParticipant has been providing services to the Company for less than 36 months).
\nFor this purpose, a Participant is not treated as having a Separation from
\nService while he or she is on a military leave, sick leave, or other bona fide
\nleave of absence, if the period of such leave does not exceed six (6) months, or
\nif longer, so long as the Participant has a right to reemployment with the
\nCompany under an applicable statute or by contract.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(cc)<\/p>\n<\/td>\n

Separation Pay Date<\/strong><\/p>\n

means the last day of the calendar month in which falls the date that is six
\n(6) months after a Participant153s Separation from Service.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(dd)<\/p>\n<\/td>\n

Special Bonus<\/strong><\/p>\n

means a bonus, other than a bonus payable under the MIP, that is payable to
\nan Eligible Officer with respect to services rendered or to be rendered for an
\nEmployer and that is eligible for deferral under the Plan either because (1) the
\nbonus is payable pursuant to an offer letter accepted in writing by the Eligible
\nOfficer before commencement of employment and that specifically refers to the
\ndeferability of the bonus by explicit reference to this Plan or (2) the bonus is
\neligible for deferral in accordance with guidelines established by the
\nCommittee, or by an officer to whom the Committee has delegated authority to
\nestablish such guidelines, and the bonus requires as a condition of receipt of
\nthe bonus and to avoid forfeiture of the bonus that the recipient continue to
\nperform services for the Employer for a period of at least thirteen (13) months
\nafter the date he or she obtains the legally binding right to the bonus.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 7 –<\/p>\n

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

(ee)<\/p>\n<\/td>\n

Unforeseeable Emergency<\/strong><\/p>\n

means a severe financial hardship to the Participant resulting from an
\nillness or accident of the Participant, the Participant153s spouse, the
\nParticipant153s beneficiary, or the Participant153s dependent (as defined in Code
\nSection 152, without regard to subsections (b)(1), (b)(2) and (d)(1)(B)), the
\nloss of the Participant153s property due to casualty, or other similar
\nextraordinary and unforeseeable circumstances arising as a result of events
\nbeyond the control of the Participant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(ff)<\/p>\n<\/td>\n

Valuation Date<\/strong><\/p>\n

means each day of the Plan Year.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(gg)<\/p>\n<\/td>\n

Walmart<\/strong><\/p>\n

means Wal-Mart Stores, Inc., a Delaware corporation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(hh)<\/p>\n<\/td>\n

Years of Participation<\/strong><\/p>\n

means a period of Plan Years which includes the first Plan Year with respect
\nto which an Eligible Participant makes a deferral election in accordance with
\nany one or more of Sections 3.1, 3.2 and 3.3 and an amount is credited to the
\nParticipant153s Account with respect to any such deferral election, and each
\nsubsequent Plan Year during all or part of which the Participant remains a
\nParticipant. In addition to the preceding definition, a Participant153s Years of
\nParticipation shall include any period commencing February 1 and ending January
\n31, whether before or after the effective date of the Plan, during which or with
\nrespect to which an account is maintained for the Participant under the Wal-Mart
\nStores, Inc. Officer Deferred Compensation Plan, as such plan may be amended
\nfrom time to time.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE III. <\/strong><\/p>\n

DEFERRAL CREDITS AND MATCHING CONTRIBUTION CREDITS AND
\n<\/strong><\/p>\n

ACCOUNT ALLOCATIONS <\/strong><\/p>\n\n\n\n
3.1<\/strong><\/td>\nDeferred Compensation.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

For each Plan Year, each Eligible Officer may elect to defer, as Deferred
\nCompensation, all or a portion of the Eligible Officer153s Compensation to be
\notherwise paid for such Plan Year by the Employer. The Eligible Officer153s
\nDeferred Compensation will be deferred proratably for each payroll period of the
\nPlan Year. If a payroll period begins in one Plan Year and ends in the following
\nPlan Year, the Deferred Compensation with respect to such payroll period shall
\nbe determined by the Eligible Officer153s deferral election made with respect to
\nthe Plan Year in which the payroll period begins. All deferral elections made
\nunder this Section 3.1 must be filed with Executive Compensation on forms (which
\nmay be electronic) approved by Executive Compensation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Compensation deferral elections must be filed:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

With respect to an individual who is an Eligible Officer as of the December
\n31 preceding the Plan Year for which the deferral election is to be effective,
\nno later than such December 31; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 8 –<\/p>\n

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

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

\n

With respect to an individual who first becomes an Eligible Officer during
\nthe Plan Year, within thirty (30) days following the first date he or she
\nbecomes an Eligible Officer. For purposes of this rule, an Eligible Officer will
\nbe treated as first becoming an Eligible Officer during the Plan Year only if:\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(A)<\/p>\n<\/td>\n

\n

he or she was not eligible to participate in the Plan or any other plan
\nrequired by Code Section 409A to be aggregated with the Plan at any time during
\nthe twenty-four (24)-month period ending on the date during the Plan Year he or
\nshe becomes an Eligible Officer; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(B)<\/p>\n<\/td>\n

\n

he or she was paid all amounts previously due under the Plan and any other
\nplan required by Code Section 409A to be aggregated with the Plan and, on and
\nbefore the date of the last such payment, was not eligible to continue to
\nparticipate in the Plan and any other plan required by Code Section 409A to be
\naggregated with the Plan for periods after such payment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A deferral election under this Section 3.1(b)(2) will be effective only with
\nrespect to Compensation for payroll periods beginning after the payroll period
\nin which the Eligible Officer153s election form (which may be electronic) is
\nreceived by Executive Compensation.<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

The Deferred Compensation of an Eligible Officer who elects to defer all or a
\nportion of the Eligible Officer153s Compensation under this Section 3.1 with
\nrespect to a Plan Year shall be credited to the Eligible Officer153s Deferral
\nAccount for such Plan Year and shall be allocated to a Retirement Account or to
\na Scheduled In-Service Account in accordance with Section 3.5.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
3.2<\/strong><\/td>\nDeferred MIP Bonuses.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

For each Plan Year, each Eligible Participant may elect to defer all or a
\nportion of the Eligible Participant153s bonus (if any) to be otherwise paid to the
\nEligible Participant under the MIP with respect to a performance period under
\nthe MIP that coincides with the Plan Year or that ends within the Plan Year;
\nprovided, however, an Eligible Participant who is not an Eligible Officer may
\nelect to defer no more than eighty percent (80%) of the Eligible Participant153s
\nMIP bonus for a Plan Year. All bonus deferral elections made under this Section
\n3.2 must be filed with Executive Compensation on forms (which may be electronic)
\napproved by Executive Compensation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

MIP bonus deferral elections must be filed:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

No later than the December 31 (or such other date as determined by the
\nCommittee or its delegate) preceding the first day of the performance period for
\nwhich the deferral election is to be effective.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 9 –<\/p>\n

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

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

\n

If authorized by the Committee or its delegate with respect to an Eligible
\nOfficer, and if the MIP bonus constitutes “performance-based compensation”
\nwithin the meaning of Code Section 409A based on services performed over a
\nperformance period of at least twelve (12) months, and if the Eligible Officer
\nhas been continuously employed by an Employer or a Related Affiliate since the
\nfirst day of the performance period, then no later than the earlier of (i) the
\ndate that is six months prior to the last day of the performance period, or (ii)
\nthe date in the performance period as of which the amount of the MIP bonus has
\nbecome both substantially certain to be paid and calculable.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

Solely with respect to an Eligible Officer who first becomes an Eligible
\nParticipant during the Plan Year, within thirty (30) days following the first
\ndate he or she becomes an Eligible Participant. For purposes of this rule, an
\nEligible Officer will be treated as first becoming an Eligible Participant
\nduring the Plan Year only if:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(A)<\/p>\n<\/td>\n

\n

he or she was not eligible to participate in the Plan or any other plan
\nrequired by Code Section 409A to be aggregated with the Plan at any time during
\nthe twenty-four (24)-month period ending on the date during the Plan Year he or
\nshe becomes an Eligible Participant; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(B)<\/p>\n<\/td>\n

\n

he or she was paid all amounts previously due under the Plan and any other
\nplan required by Code Section 409A to be aggregated with the Plan and, on and
\nbefore the date of the last such payment, was not eligible to continue to
\nparticipate in the Plan and any other plan required by Code Section 409A to be
\naggregated with the Plan for periods after such payment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

An MIP bonus deferral election under this Section 3.2(b)(3) will be effective
\nonly with respect to an MIP bonus paid for services performed after such
\nelection. For this purpose, the amount of the MIP bonus payable to the Eligible
\nOfficer for services rendered subsequent to the Eligible Officer153s election will
\nbe determined by multiplying the bonus by a fraction, the numerator of which is
\nthe number of calendar days remaining in the performance period after the
\nelection and the denominator of which is the total number of calendar days in
\nsuch performance period. For purposes of this Section 3.2(b)(3), the date of an
\nEligible Officer153s election is the date the executed election form (which may be
\nelectronic) is received by Executive Compensation.<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

The Deferred MIP Bonus of an Eligible Participant who elects to defer all or
\na portion of the Eligible Participant153s MIP bonus under this Section 3.2 with
\nrespect to a performance period that coincides with a Plan Year or that ends
\nwithin a Plan Year shall be credited to the Eligible Participant153s Deferral
\nAccount for such Plan Year and shall be allocated to a Retirement Account or to
\na Scheduled In-Service Account in accordance with Section 3.5.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 10 –<\/p>\n

\n\n\n\n
3.3<\/strong><\/td>\nDeferred Special Bonuses.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

An Eligible Officer may elect to defer all or a portion of the Eligible
\nOfficer153s Special Bonus to be otherwise paid to the Eligible Officer in a Plan
\nYear. All Special Bonus deferral elections made under this Section 3.3 must be
\nfiled with Executive Compensation on forms (which may be electronic) approved by
\nExecutive Compensation. For purposes of this Section 3.3, the date of an
\nEligible Officer153s election is the date the executed election form (which may be
\nelectronic) is received by Executive Compensation. A deferral election is not
\npermitted with respect to a Special Bonus unless the Special Bonus is a type
\ndescribed in, and the deferral election with respect to the Special Bonus
\nsatisfies the applicable conditions of, Section 3.3(b) or Section 3.3(c).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

A Special Bonus described in this Section 3.3(b) is one that requires as a
\ncondition of receipt of the Special Bonus and to avoid forfeiture of the Special
\nBonus that the Eligible Officer continue to perform services for a period of at
\nleast thirteen (13) months after the date he or she obtains the legally binding
\nright to the Special Bonus. The deferral election with respect to a Special
\nBonus described in this Section 3.3(b) must be filed within thirty (30) days
\nafter the Eligible Officer obtains the legally binding right to the Special
\nBonus.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

A Special Bonus described in this Section 3.3(c) is one payable pursuant to
\nan offer letter accepted in writing by an Eligible Officer before commencement
\nof employment and that specifically refers to the deferability of the Special
\nBonus by explicit reference to the Plan. The deferral election with respect to a
\nSpecial Bonus described in this Section 3.3(c) must be filed prior to the time
\nthe Eligible Officer renders any services to which the Special Bonus relates,
\nregardless of whether the deferral election relates to all of the Special Bonus
\nor a portion of the Special Bonus.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

The Deferred Special Bonus of an Eligible Officer who elects to defer all or
\na portion of the Eligible Officer153s Special Bonus under this Section 3.3 in a
\nPlan Year shall be credited to the Eligible Officer153s Deferral Account for such
\nPlan Year and shall be allocated to a Retirement Account or to a Scheduled
\nIn-Service Account in accordance with Section 3.5.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
3.4<\/strong><\/td>\nEmployer Matching Contribution Credits.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

If a Participant is employed by the Employer or any Related
\nAffiliate on the last day of the Plan Year and if Deferral Credits have been
\nmade to the Participant153s Account with respect to the Plan Year, then to the
\nextent applicable under the following provisions of this Section 3.4 an Employer
\nMatching Contribution Credit will be made to the Participant153s Matching Account.
\nThe amount of the<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 11 –<\/p>\n

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

Employer Matching Contribution Credit, if any, made to a Participant153s
\nMatching Account for the Plan Year will equal the total amount of Deferred
\nCompensation and Deferred MIP Bonus credited to the Participant153s Account for
\nthe Plan Year under Section 3.1(c) and Section 3.2(c); provided, however, in no
\nevent shall the Employer Matching Contribution Credit made to a Participant153s
\nMatching Account for a Plan Year exceed 6% of the Participant153s Excess
\nCompensation for such Plan Year. Notwithstanding the preceding provisions of
\nthis Section 3.4(a), an Employer Matching Contribution Credit for a Plan Year
\nshall not be made with respect to any Deferral Credits for the Plan Year that
\nhave been withdrawn in accordance with Section 5.5.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

A Participant shall become vested in his or her Matching Account, including
\nearnings thereon, if the Participant has completed at least three (3) Years of
\nParticipation. If a Participant is not otherwise vested in the Participant153s
\nMatching Account under the preceding sentence of this Section 3.4(b), the
\nParticipant will become vested in the Participant153s Matching Contribution
\nAccount if the Participant dies prior to the Participant153s Separation from
\nService, or if the Participant is Disabled. Notwithstanding any provision
\nhereunder to the contrary, a Participant153s Matching Account shall be distributed
\npursuant to Article V only if the Participant has become vested in the
\nParticipant153s Matching Contribution Account under this Section 3.4(b) as of the
\ndate of the Participant153s Separation from Service.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
3.5<\/strong><\/td>\nAccount Allocation Elections<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

At the same time that an Eligible Participant makes an election to defer
\nCompensation, an MIP bonus, or a Special Bonus in accordance with the provisions
\nof the Plan, the Eligible Participant shall also make an election to allocate
\nthe amount or amounts subject to each such deferral election to a Retirement
\nAccount or Accounts or to a Scheduled In-Service Account or Accounts. In
\naddition to the preceding requirement, at the same time that an Eligible
\nParticipant makes an election to defer Compensation or an MIP bonus in
\naccordance with the provisions of this Plan, the Eligible Participant shall also
\nmake an election to allocate the Employer Matching Contribution Credits (if any)
\nwith respect to such Deferred Compensation or Deferred MIP Bonus to a Retirement
\nAccount or Accounts.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

At the time of an Eligible Participant153s first election to allocate any
\namount subject to a deferral election (regardless of whether the amount is
\nDeferred Compensation, Deferred MIP Bonus, Deferred Special Bonus or Employer
\nMatching Contribution Credit) to a Retirement Account, the Eligible Participant
\nshall also designate the form of distribution with respect to such Retirement
\nAccount. The form of distribution must be a form permitted under Section 5.4(a).\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

At the time of an Eligible Participant153s first election to
\nallocate any amount subject to a deferral election (regardless of whether the
\namount is Deferred<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 12 –<\/p>\n

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

Compensation, Deferred MIP Bonus or Deferred Special Bonus) to a Scheduled
\nIn-Service Account, the Eligible Participant shall also designate the Scheduled
\nPay Date with respect to such Scheduled In-Service Account.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

If at the time of an Eligible Participant153s deferral election under the Plan
\nthe Eligible Participant fails to make an account allocation election under
\nSection 3.5(a), then the amount subject to such deferral election shall be
\nallocated in the same manner as the same category of deferred amounts (meaning
\neither Deferred Compensation, Deferred MIP Bonus, Deferred Special Bonus or
\nEmployer Matching Contribution Credits) were allocated for the most recent
\npreceding Plan Year for which the Eligible Participant made an allocation
\nelection, but if none then to the Eligible Participant153s Retirement Account if
\nthere is only one, or equally to the Eligible Participant153s Retirement Accounts
\nif the Eligible Participant has more than one Retirement Accounts, but if the
\nEligible Participant has no Retirement Account then the amount subject to such
\ndeferral election shall be allocated to a Retirement Account deemed to be
\nelected by the Participant with a lump sum form of payment, and such Retirement
\nAccount shall be one of the Participant153s permitted Retirement Accounts under
\nthe Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
3.6<\/strong><\/td>\nIrrevocability of Deferral Elections and Account
\nAllocation Elections.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Except as otherwise provided herein, once made for a Plan Year, a deferral
\nelection or elections under Sections 3.1(b)(1), 3.2(b)(1) and 3.2(b)(2), and the
\ncorresponding account allocation election or elections under Section 3.5, may
\nnot be revoked, changed or modified after the applicable deferral election
\nfiling deadline specified in Sections 3.1(b)(1), 3.2(b)(1), and 3.2(b)(2), and a
\ndeferral election or elections under Sections 3.1(b)(2), 3.2(b)(3), 3.3(b) and
\n3.3(c), and the corresponding account allocation election or elections under
\nSection 3.5, may not be revoked, changed or modified after the date of each such
\ndeferral election as provided in Sections 3.1(b)(2), 3.2(b)(3), 3.3(b) and
\n3.3(c). A deferral election for one Plan Year will not automatically be given
\neffect for a subsequent Plan Year, so that if a deferral is desired for a
\nsubsequent Plan Year, a separate election must be made by the Eligible
\nParticipant.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

In the event an Eligible Officer has a Separation from Service for any
\nreason, then his or her deferral election under Section 3.1 will terminate as of
\nthe date of such Separation from Service (but will be effective with respect to
\nthe last regular paycheck issued to such Eligible Officer), regardless of
\nwhether the Eligible Officer continues to receive Compensation, or other
\nremuneration, from any Employer or Related Affiliate thereafter. If an Eligible
\nOfficer has a Separation from Service for any reason and is rehired (whether or
\nnot as an Eligible Officer) within the same Plan Year, his or her deferral
\nelection, if any, under Section 3.1 shall be automatically reinstated and shall
\nremain in effect for the remainder of such Plan Year.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 13 –<\/p>\n

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

(c)<\/p>\n<\/td>\n

\n

In the event an Eligible Participant has a Separation from Service for any
\nreason, then his or her deferral elections, if any, under Sections 3.2 and 3.3
\nwill remain in effect with respect to the bonus, if any, subject to any such
\ndeferral election. If an Eligible Participant has a Separation from Service for
\nany reason and is rehired (whether or not as an Eligible Participant) within the
\nsame Plan Year or the same performance period, his or her deferral elections, if
\nany, under Sections 3.2 and 3.3 will remain in effect with respect to the bonus,
\nif any, subject to any such deferral elections.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

In the event an Eligible Participant who is an Eligible Officer ceases to be
\nan Eligible Officer (other than on account of a Separation from Service) during
\nany Plan Year, then his or her Compensation deferral election, if any, under
\nSection 3.1 will terminate as of the next following December 31. In addition, in
\nthe event the Compensation of such individual is reduced as a result of the
\nchange in status, his or her deferral election following such loss and through
\nthe date of termination of such election as provided in the preceding sentence
\nwill be pro rated based on his or her new level of Compensation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

In the event an Eligible Participant ceases to be an Eligible Participant
\n(other than on account of a Separation from Service) during any Plan Year, then
\nhis or her bonus deferral election, if any, under Section 3.2 will terminate for
\nany performance period beginning in the calendar year following the year of the
\nloss of Eligible Participant status.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

\n

In the event an Eligible Participant who is an Eligible Officer ceases to be
\nan Eligible Officer (other than on account of Separation from Service) during
\nany Plan Year, then his or her bonus deferral election, if any, under Section
\n3.3 will remain in effect.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(g)<\/p>\n<\/td>\n

\n

Notwithstanding anything herein to the contrary, in the event an Eligible
\nOfficer goes on an unpaid leave of absence, his or her Compensation deferral
\nelection, if any, under Section 3.1 shall automatically cease when he or she
\ncommences the unpaid leave of absence; provided, however, that if he or she
\nreturns from the unpaid leave of absence during the same Plan Year, his or her
\nCompensation deferral election under Section 3.1 shall automatically resume
\nimmediately upon return from the leave of absence and shall continue in effect
\nfor the balance of the Plan Year. An Eligible Officer153s Compensation deferral
\nelection under Section 3.1, if any, shall remain in effect with respect to any
\nCompensation to which such election applies that is paid while on a leave of
\nabsence. An Eligible Participant153s deferral election under Sections 3.2 or 3.3,
\nif any, shall not be affected by his or her leave of absence.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
3.7<\/strong><\/td>\nAutomatic Suspension of Deferral Elections.<\/strong>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

In the event a Participant receives a distribution from the
\nWalmart 401(k) Plan (or any other plan or successor plan sponsored by Walmart or
\nany Related Affiliate) on account of hardship, which distribution is made
\npursuant to<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 14 –<\/p>\n

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

Treasury Regulations Section 1.401(k)-1(d)(3) and requires suspension of
\ndeferrals under other arrangements such as this Plan, the Participant153s deferral
\nelections under Sections 3.1, 3.2 and 3.3, if any, pursuant to which deferrals
\nwould otherwise be made during the six (6)-month period following the date of
\nthe distribution from the Walmart 401(k) Plan shall be cancelled.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

In the event a Participant requests a distribution pursuant to Section 5.5
\ndue to an Unforeseeable Emergency, or the Participant requests a cancellation of
\ndeferrals under the Plan in order to alleviate his or her Unforeseeable
\nEmergency, and the Committee or its delegate determines that the Participant153s
\nUnforeseeable Emergency may be relieved through the cessation of deferrals under
\nthe Plan, some or all the Participant153s deferral elections under Sections 3.1,
\n3.2 and 3.3, if any, for such Plan Year as determined by the Committee or its
\ndelegate, shall be cancelled as soon as administratively practicable following
\nsuch determination by the Committee or its delegate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE IV. <\/strong><\/p>\n

ACCOUNTS AND TIMING OF CREDITS TO ACCOUNTS <\/strong>\n<\/p>\n\n\n\n
4.1<\/strong><\/td>\nNature of Accounts.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Each Participant153s Account will be used solely as a measuring device to
\ndetermine the amount to be paid a Participant under this Plan. The Accounts do
\nnot constitute, nor will they be treated as, property or a trust fund of any
\nkind. All amounts at any time attributable to a Participant153s Account will be,
\nand remain, the sole property of Walmart. A Participant153s rights hereunder are
\nlimited to the right to receive Plan benefits as provided herein. The Plan
\nrepresents an unsecured promise by Walmart to pay the benefits provided by the
\nPlan.<\/p>\n\n\n\n
4.2<\/strong><\/td>\nDeferral Credits and Employer Matching Contribution
\nCredits.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Deferral Credits and Employer Matching Contribution Credits will be credited
\nto each Participant153s Account as follows:<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Deferred Compensation will be credited to the Participant153s Deferral Account
\nas of the date such Compensation would have otherwise been paid in cash.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Deferred MIP Bonuses and Deferred Special Bonuses will be credited to the
\nParticipant153s Deferral Account as of the date the bonus could have otherwise
\nbeen paid in cash.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Employer Matching Contribution Credits for a Plan Year will be credited to
\nthe Participant153s Matching Account as of the last day of the Plan Year.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A Participant153s Account, including earnings credited thereto, will be
\nmaintained by the Committee until the Participant153s Plan benefits have been paid
\nin full.<\/p>\n\n\n\n
4.3<\/strong><\/td>\nValuation of Accounts.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Each Participant153s Account will be valued daily as of each Valuation Date.\n<\/p>\n<\/p>\n

– 15 –<\/p>\n

\n\n\n\n
4.4<\/strong><\/td>\nCredited Earnings.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Every Valuation Date during a Plan Year, a Participant153s Account will be
\ncredited with an equivalent of a daily rate of simple interest based on the
\nyield on United States Treasury securities (not indexed for inflation) with a
\nconstant maturity of ten (10) years, as of the first business day of January
\npreceding such Plan Year, plus two hundred seventy (270) basis points. This rate
\nshall be determined on the basis of Federal Reserve Statistical Release H-15 (or
\nany successor statistical release of the Federal Reserve) and, if there is no
\nsuch statistical release, on the basis of such other generally recognized source
\nof information concerning the market for United States Treasury securities as
\nthe Committee selects.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE V. <\/strong><\/p>\n

PAYMENT OF PLAN BENEFITS <\/strong><\/p>\n\n\n\n
5.1<\/strong><\/td>\nScheduled In-Service Benefits.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

In-Service Benefits. Each of a Participant153s Scheduled In-Service Accounts
\nwill be distributed in a lump sum within the 90-day period commencing on the
\nScheduled Pay Date applicable to such Scheduled In-Service Account. The lump sum
\namount will be the value of the applicable Participant153s Scheduled In-Service
\nAccount as of the Scheduled Pay Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Intervening Separation or Death. Notwithstanding the preceding, should an
\nevent occur prior to the Scheduled Pay Date of any Scheduled In-Service Account
\nthat would trigger a distribution under Section 5.2 or 5.3 earlier than the
\nScheduled Pay Date, such Scheduled In-Service Account or Accounts shall be
\ndistributed in accordance with Section 5.2 or 5.3, as applicable, and not in
\naccordance with Section 5.1(a).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
5.2<\/strong><\/td>\nSeparation Benefits.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Separation Benefits. In the event of a Participant153s Separation from Service,
\nthe Participant153s Scheduled In-Service Accounts will be distributed in a lump
\nsum under Section 5.2(b) and the Participant153s Retirement Accounts will be
\ndistributed in one of the forms provided in Section 5.2(b) or 5.2(c) below in
\naccordance with the Participant153s distribution election given effect under the
\nprovisions of Section 5.4 with respect to each such Retirement Account.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

– 16 –<\/p>\n

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

(b)<\/p>\n<\/td>\n

\n

Lump Sum Distributions.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

Any lump sum to be paid under this Section 5.2(b) shall be paid within the
\n90-day period commencing on the Participant153s Separation Pay Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

The lump sum amount will be the value of the Participant153s Account, or
\nRetirement Account, as applicable, as of the last day of the month preceding the
\ndate of the distribution.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Installment Distributions.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

If a Participant153s Retirement Account is to be distributed in the form of
\nannual installments, the first such installment shall be made within the 90-day
\nperiod commencing on the first January 31 following the Participant153s Separation
\nfrom Service; provided, however, that if such January 31 is earlier than the
\nParticipant153s Separation Pay Date, the first such installment shall be made
\nwithin the 90-day period commencing on the Participant153s Separation Pay Date.
\nSubsequent installments shall be made within the 90-day period commencing on
\neach successive January 31, until the Participant153s benefits under such Account
\nare distributed in full.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

The Plan benefits will be paid in equal annual installments in an amount
\nwhich would fully amortize a loan equal to the lump sum value of the
\nParticipant153s Retirement Account determined in accordance with Section 5.2(b)(2)
\n(using as the distribution date the date of the first installment) over the
\ninstallment period, with interest calculated at the per annum rate in effect for
\nthe Plan Year in which the Participant153s Separation from Service occurs.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
5.3<\/strong><\/td>\nDeath Benefits.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

General. In the event of the Participant153s death before incurring a
\nSeparation from Service or before commencement of benefits, the Participant153s
\nAccount will be distributed in one of the forms provided in Section 5.3(b) or
\n5.3(c) below in accordance with the Participant153s distribution election given
\neffect under the provisions of Section 5.4 below.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A Participant may elect only one form of payment under the Plan for all
\nbeneficiaries (at any level.) If the Participant fails to make an effective
\nelection as provided in Section 5.4 below, the Participant will be deemed to
\nhave elected distribution in a lump sum under Section 5.3(b) for all beneficiary
\nlevels.<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Lump Sum Distributions.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

Any lump sum to be paid under this Section 5.3(b) shall be paid within the
\n90-day period commencing on the last day of the month in which the Participant153s
\ndeath occurs.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

The lump sum amount will be the value of the Participant153s Account as of the
\nlast day of the month preceding the date of distribution.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 17 –<\/p>\n

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

(c)<\/p>\n<\/td>\n

\n

Installment Distributions.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

If the Participant153s Account is to be distributed in the form of annual
\ninstallments, the first such installment shall be made within the 90-day period
\ncommencing on the first January 31 coincident with or next following the
\nParticipant153s death. Subsequent installments will be made during the 90-day
\nperiod commencing on each successive January 31, until the Participant153s
\nbenefits are distributed in full.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

The Plan benefits will be paid in equal annual installments in an amount
\nwhich would fully amortize a loan equal to the lump sum value of the
\nParticipant153s Account determined in accordance with Section 5.3(b)(2) (using as
\nthe distribution date the date of the first installment) over the installment
\nperiod, with interest calculated at the per annum rate in effect for the Plan
\nYear in which the Participant153s death occurs.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

Death After Commencement of Installments. Notwithstanding the preceding, in
\nthe event of a Participant153s death after installment payments to the Participant
\nhave commenced, such installment payments shall continue to be made to the
\nParticipant153s designated beneficiary in the same manner as they were being
\ndistributed to the Participant prior to his or her death, provided, however,
\nthat if the Participant153s distribution election applicable to Section 5.3(a) is
\na lump sum payment, the Participant153s remaining installments will be distributed
\nin lump sum to the Participant153s designated beneficiary within the 90-day period
\ncommencing on the last day of the month in which the Participant153s death occurs.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

Designation of Beneficiary. A Participant may, by written or electronic
\ninstrument delivered to the Committee in the form prescribed by the Committee,
\ndesignate primary and contingent beneficiaries (which may be a trust or trusts)
\nto receive any benefit payments which may be payable under this Plan following
\nthe Participant153s death, and may designate the proportions in which such
\nbeneficiaries are to receive such payments. A Participant may change such
\ndesignation from time to time and the last designation filed with the Committee
\nin accordance with its procedures prior to the Participant153s death will control.
\nIn the event no beneficiary is designated, or if all designated beneficiaries
\npredecease the Participant, payment shall be payable to the following “default”
\nbeneficiaries of the Participant in the following order of priority: (1) the
\nParticipant153s surviving spouse known to the Committee, if any; (2) the
\nParticipant153s living children known to the Committee in equal shares; (3) the
\nParticipant153s living parents known to the Committee in equal shares; (4) the
\nParticipant153s surviving siblings known to the Committee in equal shares; or (5)
\nthe beneficiary153s estate for distribution in accordance with the terms of the
\nbeneficiary153s last will and testament or as a court of competent jurisdiction
\nshall determine.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 18 –<\/p>\n

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

(f)<\/p>\n<\/td>\n

\n

Death of Beneficiary. In the event a beneficiary dies before full payment of
\nthe Participant153s benefits under the Plan, benefits that would have been paid to
\nsuch beneficiary shall continue in the same form in equal shares to the
\nremaining beneficiaries at the same level (i.e., primary, contingent) and, if
\nnone, to the next level of beneficiaries. If there are no beneficiaries at the
\nnext level, then any remaining benefits shall be paid to the following “default”
\nbeneficiaries of the last living beneficiary in the following order of priority:
\n(1) the beneficiary153s surviving spouse known to the Committee, if any; (2) the
\nbeneficiary153s living children known to the Committee in equal shares; (3) the
\nbeneficiary153s surviving parents known to the Committee in equal shares; (4) the
\nbeneficiary153s surviving siblings known to the Committee in equal shares; or (5)
\nthe beneficiary153s estate for distribution in accordance with the terms of the
\nbeneficiary153s last will and testament or as a court of competent jurisdiction
\nshall determine.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
5.4<\/strong><\/td>\nForm of Distribution.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Forms Available. In the event of a Participant153s Separation from Service, or
\nin the event of a Participant153s death if the Participant dies prior to
\nSeparation from Service, distribution of his or her Retirement Account or, in
\nthe event of death, his or her Account, may be made, at the Participant153s
\nelection per this Section 5.4, in one of the following forms:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

a lump sum;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

subject to the minimum account value restriction below, substantially equal
\nannual installments over a period not to exceed fifteen (15) years; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

solely with respect to distribution of the Participant153s Account in the event
\nof death, partially a lump sum and, subject to the minimum account value
\nrestriction below, substantially equal annual installments over a period not to
\nexceed fifteen (15) years;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

provided, however, that an installment election will be given effect only if,
\nas of the date on which any lump sum payment would be valued, the value of the
\nParticipant153s Retirement Account, or, in the event of death, Account, is at
\nleast fifty thousand dollars ($50,000). Any Participant whose Retirement
\nAccount, or in the event of death, Account, is valued at less than fifty
\nthousand dollars ($50,000) as of the date on which any lump sum payment would be
\nvalued shall be defaulted to a lump sum payment.<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Subsequent Elections. A Participant may change his or her distribution
\nelection (or deemed distribution election) with respect to his or her Retirement
\nAccount, or, in the event of death, his or her Account, per this Section 5.4 at
\nany time by making a new election (referred to in this subsection as a
\n“subsequent election”) on a form (which may be electronic) approved by Executive
\nCompensation and filed with Executive Compensation; provided, however, that such
\nsubsequent election shall be subject to the following restrictions:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 19 –<\/p>\n

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

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

\n

A subsequent election may not take effect until at least twelve (12) months
\nafter the date on which such subsequent election is made;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

Payment or initial payment pursuant to a subsequent election may not be made
\nearlier than five (5) years from the date such payment would have been made
\nabsent the subsequent election (but, for this purpose, installment payments
\nshall not commence until the first January 31 after such delay), unless the
\ndistribution is made on account of the Participant153s death;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

A subsequent election related to a payment must be made not less than twelve
\n(12) months before the date the payment is scheduled to be paid;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

Payment of a Participant153s Retirement Account or, in the event
\nof death, Account, pursuant to a subsequent election must be completed by the
\nlast day of the Plan Year which contains the twentieth (20th<\/sup>)
\nanniversary of the Participant153s Separation Pay Date or the Participant153s death;\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

For purposes of this Section 5.4(b) and Code Section 409A, the entitlement to
\nannual installment payments is treated as the entitlement to a single payment.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If a Participant153s distribution election does not satisfy the requirements of
\nthis Section 5.4(b), it will not be recognized or given effect by the Committee.
\nIn that event, distribution of the benefit will be made in accordance with the
\nParticipant153s most recent distribution election which does satisfy the
\nrequirements of this Section 5.4(b).<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Filing of Election. A Participant153s distribution election applicable to the
\nParticipant153s Account in the event of the Participant153s death prior to
\nSeparation from Service, and a Participant153s distribution election with respect
\nto the Participant153s Retirement Account or Retirement Accounts, and the
\nParticipant153s Scheduled Pay Date with respect to the Participant153s Scheduled
\nIn-Service Accounts, must be filed with Executive Compensation on forms (which
\nmay be electronic) prescribed by Executive Compensation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
5.5<\/strong><\/td>\nDistributions for Unforeseeable Emergencies.<\/strong>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

In the event of an Unforeseeable Emergency, the Committee or its
\ndelegate, in its sole and absolute discretion and upon written application of a
\nParticipant or, following the Participant153s death, the beneficiary to whom a
\nParticipant153s benefits are then being paid, or will be paid, pursuant to Section
\n5.3, may direct immediate distribution of all or a portion of the Participant153s
\nAccount (excluding the Participant153s Matching Account and related earnings if
\nthe Participant is not fully vested in his or her Matching Account). The
\nCommittee will permit distribution on account of an Unforeseeable Emergency only
\nto the extent reasonably necessary to satisfy the emergency need, plus amounts
\nnecessary to pay federal, state or local income taxes and penalties reasonably\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 20 –<\/p>\n

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

anticipated to result from the distribution, after taking into account the
\nextent to which such need is or may be relieved through reimbursement or
\ncompensation by insurance, by liquidation of the Participant153s or beneficiary153s
\nassets (to the extent the liquidation of such assets would not itself cause
\nsevere financial hardship), or by cessation of deferrals under the Plan. Any
\ndistribution under this Section 5.5 shall first be made from the Participant153s
\nScheduled In-Service Accounts with respect to Deferral Credits made in the same
\nPlan Year as the Distribution under this Section 5.5(a), and then from the
\nParticipant153s Retirement Accounts with respect to Deferral Credits made in the
\nsame Plan Year as the Distribution under this Section 5.5(a), and then
\nproratably from the remaining amount of the Participant153s Scheduled In-Service
\nAccounts and then proratably from the Participant153s Retirement Accounts.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Notwithstanding anything in the Plan to the contrary, if Walmart reasonably
\nanticipates that its deduction with respect to any distribution under this
\nSection 5.5 would not be permitted due to the application of Code Section
\n162(m); such payment shall be suspended to the extent a deduction would not be
\npermitted until the earliest date at which it reasonably anticipates that the
\ndeduction of such distribution would not be barred by application of Code
\nSection 162(m); provided, however, that the conditions of Section 5.5(a) are
\nstill satisfied as of such date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
5.6<\/strong><\/td>\nReductions Arising from a Participant153s Gross
\nMisconduct.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Notwithstanding anything herein to the contrary, a Participant153s Plan
\nbenefits are contingent upon the Participant not engaging in Gross Misconduct
\nwhile employed with any Employer or Related Affiliate or any entity in which
\nWalmart has an ownership interest, or during such additional period as provided
\nin Walmart153s Statement of Ethics. In the event the Committee determines that the
\nParticipant has engaged in Gross Misconduct during the prescribed period, then
\nnotwithstanding any provisions hereunder to the contrary: (a) the Participant
\nshall forfeit all Matching Contribution Credits and credited Plan earnings
\nthereon; (b) earnings credited to the Participant153s Deferral Account shall be
\nrecalculated for each Plan Year to reflect the amount which would otherwise have
\nbeen credited if the applicable per annum rate were fifty percent (50%) of the
\nper annum rate in effect for such Plan Year; and (c) if the Participant is then
\nreceiving installment payments, any remaining installments shall be recalculated
\nto reflect the amount which would otherwise have been paid if the applicable per
\nannum rate were fifty percent (50%) of the per annum rate in effect with respect
\nto such installment payments. Under no circumstances will a Participant forfeit
\nany portion of the Participant153s Deferred Compensation, Deferred MIP Bonus and
\nDeferred Special Bonus. Any payments received hereunder by a Participant (or the
\nParticipant153s beneficiary) are contingent upon the Participant not engaging (or
\nnot having engaged) in Gross Misconduct while employed with any Employer or
\nRelated Affiliate or any entity in which Walmart has an ownership interest, or
\nduring such additional period as provided in Walmart153s Statement of Ethics. If
\nthe Committee determines, after payment of amounts hereunder, that the
\nParticipant has engaged in Gross Misconduct during the prescribed period, the
\nParticipant (or the Participant153s beneficiary) shall repay to Walmart any amount
\nin excess of that to which the Participant is entitled under this Section 5.6.\n<\/p>\n<\/p>\n

– 21 –<\/p>\n

\n

ARTICLE VI. <\/strong><\/p>\n

ADMINISTRATION <\/strong><\/p>\n\n\n\n
6.1<\/strong><\/td>\nGeneral.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Committee is responsible for the administration of the Plan and is
\ngranted the following rights and duties:<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

The Committee shall have the exclusive duty, authority and discretion to
\ninterpret and construe the provisions of the Plan, to determine eligibility for
\nand the amount of any benefit payable under the Plan, and to decide any dispute
\nwhich may rise regarding the rights of Participants (or their beneficiaries)
\nunder this Plan;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

The Committee shall have the authority to adopt, alter, and repeal such
\nadministrative rules, regulations, and practices governing the operation of the
\nPlan as it shall from time to time deem advisable;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

The Committee may appoint a person or persons to act on behalf of, or to
\nassist, the Committee in the administration of the Plan, establishment of forms
\n(including electronic forms) desirable for Plan operation, and such other
\nmatters as the Committee deems necessary or appropriate;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

The decision of the Committee in matters pertaining to this Plan shall be
\nfinal, binding, and conclusive upon Walmart, any Related Affiliate, the
\nParticipant, the Participant153s beneficiary, and upon any person affected by such
\ndecision, subject to the claims procedure set forth in Article VII; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

In any matter relating solely to a Committee member153s individual rights or
\nbenefits under this Plan, such Committee member shall not participate in any
\nCommittee proceeding pertaining to, or vote on, such matter.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
6.2<\/strong><\/td>\nAllocation and Delegation of Duties.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

The Committee shall have the authority to allocate, from time to
\ntime, by instrument in writing filed in its records, all or any part of its
\nrespective responsibilities under the Plan to one or more of its members as may
\nbe deemed advisable, and in the same manner to revoke such allocation of
\nresponsibilities. In the exercise of such allocated responsibilities, any action
\nof the member to whom responsibilities are allocated shall have the same force
\nand effect for all purposes hereunder as if such action had been taken by the
\nCommittee. The<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 22 –<\/p>\n

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

Committee shall not be liable for any acts or omissions of such member. The
\nmember to whom responsibilities have been allocated shall periodically report to
\nthe Committee concerning the discharge of the allocated responsibilities.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

The Committee shall have the authority to delegate, from time to time, by
\nwritten instrument filed in its records, all or any part of its responsibilities
\nunder the Plan to such person or persons as the Committee may deem advisable
\n(and may authorize such person to delegate such responsibilities to such other
\nperson or persons as the Committee shall authorize) and in the same manner to
\nrevoke any such delegation of responsibility. Any action of the delegate in the
\nexercise of such delegated responsibilities shall have the same force and effect
\nfor all purposes hereunder as if such action had been taken by the Committee.
\nThe Committee shall not be liable for any acts or omissions of any such
\ndelegate. The delegate shall periodically report to the Committee concerning the
\ndischarge of the delegated responsibilities.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ARTICLE VII. <\/strong><\/p>\n

CLAIMS PROCEDURE <\/strong><\/p>\n\n\n\n
7.1<\/strong><\/td>\nGeneral.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Any claim for benefits under the Plan must be filed by the Participant or
\nbeneficiary (“claimant”) in writing with the Committee or its delegate within
\none (1) year of the Participant153s Separation from Service. If the claim is not
\nfiled within one (1) year of the Participant153s Separation from Service, neither
\nthe Plan nor any Employer nor any Related Affiliate shall have any obligation to
\npay the benefit and the claimant shall have no further rights under the Plan. If
\na timely claim for a Plan benefit is wholly or partially denied, notice of the
\ndecision will be furnished to the claimant by the Committee or its delegate
\nwithin a reasonable period of time, not to exceed sixty (60) days, after receipt
\nof the claim by the Committee or its delegate. Any claimant who is denied a
\nclaim for benefits will be furnished written notice setting forth:<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

the specific reason or reasons for the denial;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

specific reference to the pertinent Plan provision upon which the denial is
\nbased;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

a description of any additional material or information necessary for the
\nclaimant to perfect the claim; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

an explanation of the Plan153s claim review procedure.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
7.2<\/strong><\/td>\nAppeals Procedure.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

To appeal a denial of a claim, a claimant or the claimant153s duly authorized
\nrepresentative:<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

may request a review by written application to the Committee not later than
\nsixty (60) days after receipt by the claimant of the written notification of
\ndenial of a claim;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 23 –<\/p>\n

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

(b)<\/p>\n<\/td>\n

\n

may review pertinent documents; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

may submit issues and comments in writing.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A decision on review of a denied claim will be made by the Committee not
\nlater than sixty (60) days after receipt of a request for review, unless special
\ncircumstances require an extension of time for processing, in which case a
\ndecision will be rendered within a reasonable period of time, but not later than
\none hundred twenty (120) days after receipt of a request for review. The
\ndecision on review will be in writing and shall include the specific reasons for
\nthe denial and the specific references to the pertinent Plan provisions on which
\nthe decision is based.<\/p>\n

ARTICLE VIII. <\/strong><\/p>\n

MISCELLANEOUS PROVISIONS <\/strong><\/p>\n\n\n\n
8.1<\/strong><\/td>\nAmendment, Suspension or Termination of Plan.<\/strong>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Walmart, by action of the Committee, reserves the right to amend, suspend or
\nto terminate the Plan in any manner that it deems advisable; provided, however,
\nthat in no event shall a Participant153s Account be distributed prior to the
\nParticipant153s Separation from Service (except in the event of a Participant153s
\nUnforeseeable Emergency pursuant to Section 5.5). Notwithstanding the preceding
\nsentence, the Plan may not be amended, suspended or terminated to cause a
\nParticipant to forfeit the Participant153s then-existing Account.<\/p>\n

Notwithstanding the preceding, Walmart may, by action of the Committee within
\nthe thirty (30) days preceding or twelve (12) months following a change in
\ncontrol (within the meaning of Code Section 409A) of a relevant affiliate,
\npartially terminate the Plan and distribute benefits to all Participants
\ninvolved in such change in control within twelve (12) months after such action,
\nprovided that all plans sponsored by the service recipient immediately after the
\nchange in control (which are required to be aggregated with this Plan pursuant
\nto Code Section 409A) are also terminated and liquidated with respect to each
\nParticipant involved in the change in control.<\/p>\n\n\n\n
8.2<\/strong><\/td>\nNon-Alienability.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

No interest or amounts payable under the Plan may be subject in any manner to
\nanticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
\ncharge, garnishment, execution or levy of any kind, whether voluntary or
\ninvoluntary. Notwithstanding the preceding, distribution may be made to the
\nextent necessary to fulfill a domestic relations order as defined in Code
\nSection 414(p)(1)(B) and in accordance with procedures established by the
\nCommittee from time to time; provided, however, that all such distributions
\nshall be made in a single lump sum payment.<\/p>\n\n\n\n
8.3<\/strong><\/td>\nRecovery of Overpayments.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

In the event any payments under the Plan are made on account of a mistake of
\nfact or law, the recipient shall return such payment or overpayment to Walmart
\nas requested by Walmart.<\/p>\n<\/p>\n

– 24 –<\/p>\n

\n\n\n\n
8.4<\/strong><\/td>\nNo Employment Rights.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Nothing contained herein shall be construed as conferring upon any Eligible
\nParticipant or Participant the right to continue in the employ of any Employer
\nor any Related Affiliate as an officer or in any other capacity.<\/p>\n\n\n\n
8.5<\/strong><\/td>\nNo Right to Bonus.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Nothing contained herein shall be construed as conferring upon the
\nParticipant the right to receive a bonus from the MIP or any other bonus or
\naward from any Employer or a Related Affiliate. A Participant153s entitlement to
\nsuch a bonus or award is governed solely by the provisions of the MIP or such
\nother plan or arrangement.<\/p>\n\n\n\n
8.6<\/strong><\/td>\nWithholding and Employment Taxes.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

To the extent required by law, the Employer or a Related Affiliate will
\nwithhold from a Participant153s current compensation such taxes as are required to
\nbe withheld for employment taxes. To the extent required by law, the Employer or
\na Related Affiliate will withhold from a Participant153s Plan distributions such
\ntaxes as are required to be withheld for federal, Puerto Rican, state or local
\ngovernment income tax purposes.<\/p>\n\n\n\n
8.7<\/strong><\/td>\nIncome and Excise Taxes.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Participant (or the Participant153s Beneficiaries) is solely responsible
\nfor the payment of all federal, Puerto Rican, state and local income and excise
\ntaxes resulting from the Participant153s participation in this Plan.<\/p>\n\n\n\n
8.8<\/strong><\/td>\nSuccessors and Assigns.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The provisions of this Plan are binding upon and inure to the benefit of
\nWalmart and each other Employer, their successors and assigns, and the
\nParticipant, the Participant153s beneficiaries, heirs, and legal representatives.\n<\/p>\n\n\n\n
8.9<\/strong><\/td>\nGoverning Law.<\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This Plan shall be subject to and construed in accordance with the laws of
\nthe State of Delaware to the extent not preempted by federal law.<\/p>\n<\/p>\n

– 25 –<\/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":[9539,9542],"class_list":["post-38739","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__deferred"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38739","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=38739"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38739"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38739"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38739"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}