{"id":38777,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/director-compensation-deferral-plan-walmart.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"director-compensation-deferral-plan-walmart","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/director-compensation-deferral-plan-walmart.html","title":{"rendered":"Director Compensation Deferral Plan – Walmart"},"content":{"rendered":"

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

DIRECTOR COMPENSATION DEFERRAL PLAN <\/strong><\/p>\n

(Amended and Restated <\/strong><\/p>\n

Effective June 4, 2010) <\/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
<\/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>\n\n

PAGE<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
ARTICLE I GENERAL<\/strong><\/td>\n<\/td>\n<\/td>\n\n

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

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n1.1<\/strong><\/td>\n<\/td>\n\n

Purpose and History of Plan.<\/p>\n<\/td>\n

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

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

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n1.2<\/strong><\/td>\n<\/td>\n\n

Background; Effective Dates<\/p>\n<\/td>\n

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

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

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n1.3<\/strong><\/td>\n<\/td>\n\n

Nature of Accounts.<\/p>\n<\/td>\n

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

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

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
ARTICLE II DEFINITIONS<\/strong><\/td>\n<\/td>\n<\/td>\n\n

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

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n2.1<\/strong><\/td>\n<\/td>\n\n

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

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

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

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
ARTICLE III DEFERRAL ELECTIONS<\/strong>\n<\/td>\n<\/td>\n<\/td>\n\n

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

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n3.1<\/strong><\/td>\n<\/td>\n\n

Deferral Election.<\/p>\n<\/td>\n

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

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

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
ARTICLE IV DEFERRAL ACCOUNTS<\/strong><\/td>\n<\/td>\n<\/td>\n\n

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

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n4.1<\/strong><\/td>\n<\/td>\n\n

Share Deferral Accounts.<\/p>\n<\/td>\n

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

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

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n4.2<\/strong><\/td>\n<\/td>\n\n

Cash Deferral Accounts.<\/p>\n<\/td>\n

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

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

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n4.3<\/strong><\/td>\n<\/td>\n\n

Interest on Cash Deferral Accounts.<\/p>\n<\/td>\n

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

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

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
ARTICLE V PAYMENT OF DEFERREDFEES<\/strong>\n<\/td>\n<\/td>\n<\/td>\n\n

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

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n5.1<\/strong><\/td>\n<\/td>\n\n

Form of Payment.<\/p>\n<\/td>\n

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

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

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n5.2<\/strong><\/td>\n<\/td>\n\n

Timing of Payment.<\/p>\n<\/td>\n

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

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

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n5.3<\/strong><\/td>\n<\/td>\n\n

Amount of Lump Sum Payments.<\/p>\n<\/td>\n

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

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

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n5.4<\/strong><\/td>\n<\/td>\n\n

Amount of Installment Payments.<\/p>\n<\/td>\n

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

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

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n5.5<\/strong><\/td>\n<\/td>\n\n

Distribution Upon Death.<\/p>\n<\/td>\n

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

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

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n5.6<\/strong><\/td>\n<\/td>\n\n

Gross Misconduct.<\/p>\n<\/td>\n

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

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

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
ARTICLE VI ADMINISTRATION<\/strong><\/td>\n<\/td>\n<\/td>\n\n

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

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n6.1<\/strong><\/td>\n<\/td>\n\n

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

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

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

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
ARTICLE VII<\/strong><\/td>\n<\/td>\n<\/td>\n\n

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

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n7.1<\/strong><\/td>\n<\/td>\n\n

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

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

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

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n7.2<\/strong><\/td>\n<\/td>\n\n

Appeals Procedure.<\/p>\n<\/td>\n

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

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

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n7.3<\/strong><\/td>\n<\/td>\n\n

Calculation of Days.<\/p>\n<\/td>\n

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

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

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
ARTICLE VIII MISCELLANEOUS
\nPROVISIONS<\/strong><\/td>\n		<\/td>\n<\/td>\n\n

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

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n8.1<\/strong><\/td>\n<\/td>\n\n

Amendment or Termination of Plan.<\/p>\n<\/td>\n

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

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

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n8.2<\/strong><\/td>\n<\/td>\n\n

Non-Alienability.<\/p>\n<\/td>\n

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

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

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n8.3<\/strong><\/td>\n<\/td>\n\n

Withholding for Taxes.<\/p>\n<\/td>\n

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

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

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n8.4<\/strong><\/td>\n<\/td>\n\n

Income and Excise Taxes.<\/p>\n<\/td>\n

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

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

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n8.5<\/strong><\/td>\n<\/td>\n\n

Successors and Assigns.<\/p>\n<\/td>\n

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

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

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n8.6<\/strong><\/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

i<\/p>\n

\n

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

DIRECTOR COMPENSATION DEFERRAL PLAN <\/strong><\/p>\n

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

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

Prior to June 4, 2010, the purpose of the Wal-Mart Stores, Inc. Director
\nCompensation Plan was to: (a) provide a structure for determining the amount and
\nform of fees (whether paid in cash or Shares); (b) allow Directors to
\nparticipate in the ownership of Walmart through equity for their services as
\nWalmart Directors; and (c) allow Directors to defer all or a portion of their
\nFees (whether paid in cash or Shares). Effective June 4, 2010, the purpose of
\nthis Plan is simply to allow Directors to defer all or a portion of their Fees
\n(whether paid in cash or Shares), whether awarded or determined by the Board
\nunder the Stock Incentive Plan or otherwise.<\/p>\n\n\n\n
1.2<\/strong><\/td>\nBackground; Effective Dates. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

This Plan was initially adopted on March 7, 1991 and ratified by the
\nstockholders of Walmart on June 5, 1992. The Plan was subsequently amended and
\nrestated effective January 1, 1997 and approved by stockholders at Walmart153s
\n1997 Annual Shareholders153 Meeting. The Plan was most recently amended and
\nrestated as of January 1, 2009. Walmart reserved and authorized for issuance
\npursuant to the terms and conditions of the Plan 1,000,000 shares of Common
\nStock (which number shall be proportionately adjusted to reflect any stock
\nsplit, reverse stock split, merger, reorganization, spin-off or other similar
\ntransaction).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

At its meeting on March 3, 2010, the Committee approved the amendment of this
\nPlan to provide that no further Fees shall be paid or Shares awarded under this
\nPlan on or after June 4, 2010. From and after that date, cash Fees will be paid
\nto Directors as approved by the Board from time to time and Share grants to
\nDirectors will be awarded by the Board under the Stock Incentive Plan (subject
\nto approval of an amendment to the Stock Incentive Plan by stockholders).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

The Committee has authority pursuant to Section 7.8 of the Stock Incentive
\nPlan to adopt procedures as it deems appropriate to allow Directors to defer
\ntheir Fees (whether in cash or Shares) paid or awarded on or after June 4, 2010,
\nin accordance with Code Section 409A. Pursuant to such authority, the Committee
\nhereby amends and restates this Plan to provide for deferral of Fees paid or
\nawarded on or after June 4, 2010 and renames the Plan the Wal-Mart Stores, Inc.
\nDirector Compensation Deferral Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

The terms of the Plan as stated herein (other than Appendix A) shall apply to
\nall Fees deferred under the Plan on or after January 1, 2005 (whether paid or
\nawarded pursuant to this Plan prior to June 4, 2010 or paid or awarded by the
\nBoard under the Stock Incentive Plan or otherwise on or after June 4, 2010).
\nThis Plan (other than Appendix A) shall be interpreted and applied at all times
\nin accordance with Code Section 409A, and guidance issued thereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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

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

\n

Fees deferred under the Plan on or before December 31, 2004, and earnings
\nthereon, shall continue to be governed at all times by the Plan as in effect on
\nsuch date, which Plan is attached hereto as Appendix A. Appendix A shall not be
\nmaterially modified (as that phrase is defined by Code Section 409A and guidance
\nthereunder), formally or informally (including by interpretation), unless such
\nmodification expressly provides that it is intended to be a material
\nmodification within the meaning of Code Section 409A and guidance issued
\nthereunder.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

To the extent Shares are distributed pursuant to this Plan on or after
\nJune 4, 2010, such Shares shall be treated as being authorized from the plan
\nunder which they were awarded, that is, for Shares awarded prior to June 4,
\n2010, the Director Compensation Plan prior to this amendment and restatement,
\nand for Shares awarded on or after June 4, 2010, the Stock Incentive Plan. In
\nthe event there are insufficient Shares under the Plan (including Appendix A),
\nShares from the Stock Incentive Plan shall be used to pay any benefits under the
\nPlan to be paid in Shares.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
1.3<\/strong><\/td>\nNature of Accounts. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This Plan is intended to be (and shall be administered as) an unfunded
\nprogram for federal tax purposes. Cash Deferral Accounts and Share Deferral
\nAccounts are entries in the Special Ledger only and are merely a promise to make
\npayments in the future. Walmart153s obligations under this Plan are unsecured,
\ngeneral contractual obligations of Walmart.<\/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

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

means any corporation, company limited by shares, partnership, limited
\nliability company, business trust, other entity, or other business association
\nwith whom Walmart would be considered a single employer under Code Sections
\n414(b) and 414(c), except that in applying Code Sections 1563(a)(1), (2) and
\n(3) for purposes of determining a controlled group of corporations under Code
\nSection 414(b), the language “at least 50 percent” shall be used instead of “at
\nleast 80 percent” in each place it appears in Code Sections 1563(a)(1), (2) and
\n(3), and in applying Treas. Regs. Sec. 1.414(c)-2 for purposes of determining a
\ncontrolled group of trades or businesses under Code Section 414(c), the language
\n“at least 50 percent” shall be used instead of “at least 80 percent” in each
\nplace it appears in Treas. Regs. Sec. 1.414(c)-2.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

Board <\/strong><\/p>\n

means the Board of Directors of Walmart.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

Business Day<\/strong><\/p>\n

means a day on which trading is conducted on the New York Stock Exchange.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 2 –<\/p>\n

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

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

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

means an account maintained in the Special Ledger for a Director to which
\ncash equivalent amounts allocable to the Director under this Plan are credited.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

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

means the Internal Revenue Code of 1986, as amended from time to time.
\nReferences to Code sections hereunder shall also include regulations and other
\nguidance issued under such section.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

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

means the Compensation, Nominating and Governance Committee of the Board, or
\nany successor committee of the Board granted responsibility and authority for
\nrecommending director compensation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

Common Stock<\/strong><\/p>\n

means the common stock, $0.10 par value per share, of Walmart.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

Fees<\/strong><\/p>\n

means the amount credited to the Special Ledger for a Director at any
\nparticular time.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

Director <\/strong><\/p>\n

means any director of Walmart who is not an employee of Walmart or an
\nAffiliate at the time of service as a director.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

Disability<\/strong><\/p>\n

means, as determined by the Committee, the Director is unable to engage in
\nany substantial gainful activity by reason of any 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

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

means the last day of the month in which the Director153s Separation from
\nService occurs.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

Fair Market Value<\/strong><\/p>\n

means, as of any date, the closing sales price for a Share: (1) on the New
\nYork Stock Exchange (or if no trading in Shares occurred on that date, on the
\nlast day on which Shares were traded) or (2) if the Shares are not listed for
\ntrading on the New York Stock Exchange, the value of a Share as determined in
\ngood faith by the Committee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

On or before March 31, 2006, Fair Market Value means, as of any date: (A) for
\npurposes of determining the number of Units to be credited to a Share Deferral
\nAccount upon a Director153s election to defer all or any portion of his or her
\nRetainer to such account, the average of the highest and lowest prices quoted
\nfor a Share on the New York Stock Exchange on that day, or if no such prices
\nwere quoted for Shares on the New York Stock Exchange for that day for any
\nreason, the average of the highest and lowest prices quoted on the last Business
\nDay on which prices were quoted, and (B) for purposes of determining the number
\nof Units to be credited to a Share Deferral Account as a dividend equivalent,
\nthe closing price for a Share on the New York Stock Exchange on that day, or if
\nno such prices were quoted for the Shares on the New York Stock Exchange for
\nthat day for any reason, the closing price on the last Business Day on which
\nprices were quoted. The highest and lowest prices for Shares shall be those
\npublished in the edition of The Wall Street Journal<\/u> or any successor
\npublication for the next Business Day.<\/p>\n<\/p>\n

– 3 –<\/p>\n

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

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

Fees<\/strong><\/p>\n

means the annual or quarterly retainer (including annual or quarterly
\nretainers for service as the chairperson of a Board committee or as a member of
\na Board committee) and per-meeting fees that would, but for an election made
\nunder this Plan, be payable to a Director in Shares or in cash.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

A Director is deemed to have engaged in Gross Misconduct<\/strong> if
\nit is determined that the Director has engaged in conduct detrimental to the
\nbest interests of Walmart or any Affiliate. Examples of conduct detrimental to
\nthe best interests of Walmart or any Affiliate include, without limitation,
\nviolation of Walmart153s Statement of Ethics or other Walmart policy governing a
\nDirector153s behavior while serving as a Director or applicable period thereafter,
\nor theft, the commission of a felony or a crime involving moral turpitude, gross
\nmisconduct or similar serious offenses while serving as a Director or otherwise
\nperforming services related to Walmart.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

Interest Rate<\/strong><\/p>\n

means, for each Plan Year, the yield on United States Treasury securities
\n(not indexed for inflation) with a constant maturity of ten (10) years, as of
\nthe first Business Day of January of such Plan Year, plus 270 basis points. The
\nInterest Rate shall be determined on the basis of Federal Reserve Statistical
\nRelease H-15 (or any successor statistical release of the Federal Reserve) and,
\nif there is no such statistical release, on the basis of such other generally
\nrecognized source of information concerning the market for United States
\nTreasury securities as the Committee selects.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

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

means the Wal-Mart Stores, Inc. Director Compensation Deferral Plan (formerly
\nthe Wal-Mart Stores, Inc. Director Compensation Plan), as set forth herein, and
\nas may hereafter be amended from time to time.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

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

means the twelve (12)-month period beginning on each January 1 and ending on
\neach following December 31.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

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

means a Director ceases to be a director of Walmart or any Affiliate, unless
\nimmediately upon such cessation the Director enters into a relationship with
\nWalmart or any Affiliate which would not be a Separation from Service under Code
\nSection 409A, in which case a Separation from Service will be deemed to occur
\nupon the cessation of such relationship as provided in Code Section 409A.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

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

shall mean the account maintained in the Special Ledger for a Director to
\nwhich Units allocable to the Director under this Plan are credited.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

Shares<\/strong><\/p>\n

means shares of the Common Stock.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

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

means a record established and maintained by Walmart in which Cash Deferral
\nAccounts and Share Deferral Accounts, and all amounts credited thereto and
\ntransferred or paid therefrom, are noted.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 4 –<\/p>\n

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

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

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

means the Wal-Mart Stores, Inc. Stock Incentive Plan of 2010, as amended from
\ntime to time.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

Unit<\/strong><\/p>\n

means a credit to a Share Deferral Account representing one Share.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

(x)<\/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

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

DEFERRAL ELECTIONS <\/strong><\/p>\n\n\n\n
3.1<\/strong><\/td>\nDeferral Election. <\/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 Director may elect to defer all or any portion of
\nhis or her Fees to be paid during the Plan Year. Fees that would have been paid
\nin Shares but for the Director153s election hereunder shall be credited to the
\nDirector153s Share Deferral Account. Fees that would have been paid in cash but
\nfor the Director153s election hereunder shall be credited to the Director153s Share
\nDeferral Account or Cash Deferral Account, as elected by the Director.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

The Director153s election to defer Fees under this Plan (and the election as to
\nwhich Account such Fees shall be credited, if applicable) must be made and filed
\nin accordance with procedures established by the Committee no later than the
\nDecember 31 preceding the Plan Year for which the election is to be effective.
\nNotwithstanding the preceding, with respect to an individual who becomes a new
\nDirector during a Plan Year (either by election or appointment), the Director153s
\nelection must be made and 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 Fees to be paid as an annual retainer, prior to the date the
\nindividual becomes a Director (either by election or appointment), and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

with respect to per-meeting Fees or Fees to be paid on a quarterly basis,
\nwithin thirty (30) days of the date the individual becomes a Director (either by
\nelection or appointment), but such election shall only apply, in the case of
\nper-meeting Fees, with respect to meetings which occur after the date of such
\ndeferral election.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

For purposes of the preceding sentence, an individual who at one point was a
\nDirector, ceased being a Director, and again becomes a Director (either by
\nelection or appointment), shall be considered a new Director only if:<\/p>\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 or
\narrangement required by Code Section 409A to be aggregated with the Plan) at any
\ntime during the twenty-four (24)-month period ending on the date he or she again
\nbecomes a Director, 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 or arrangement required by Code Section 409A to be aggregated with the
\nPlan) and, on and before the date of the last such payment, was not eligible to
\ncontinue to participate in this Plan (or any other plan or arrangement required
\nby Code Section 409A to be aggregated with the Plan) for periods after such
\npayment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 5 –<\/p>\n

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

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

\n

An election may not be revoked, changed or modified after the applicable
\nfiling deadline specified in subsection (b) above, including with respect to
\nFees paid after the individual ceases to be a Director (but the amount deferred
\nfrom such former Director153s last Fees shall be reduced pro rata if the Director
\nelected a whole dollar amount and the Fees are reduced, for example, due to the
\nDirector not completing the full period of service to which the Fees relate). An
\nelection for one Plan Year shall not automatically be given effect for a
\nsubsequent Plan Year, so that if deferral is desired for a subsequent Plan Year,
\na separate election must be made by the Director for such Plan Year. If no
\nelection is made for a Plan Year, the Director shall be deemed to have elected
\nnot to defer any of his or her Fees paid during such Plan Year.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The deferral election filed by a new Director under subsection (b)(2) above
\nwith respect to Fees paid on a quarterly basis shall apply only to the Fees
\npayable to such Director for services rendered as a Director subsequent to the
\ndate of the Director153s election. For this purpose, the amount of Fees payable to
\nsuch Director for services rendered subsequent to the Director153s election shall
\nbe determined by multiplying the amount payable on the first quarterly payment
\ndate following the date of the Director153s election by a fraction, the numerator
\nof which is the number of calendar days beginning on the date of the election
\nand ending on the quarterly payment date, and the denominator of which is the
\ntotal number of calendar days that the Director served as a Director in the
\nquarter ending on the quarterly payment date.<\/p>\n\n\n\n
<\/td>\n\n

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

\n

For purposes of this Section 3.1, the date of a Director153s election is the
\ndate the executed election form is received by the Committee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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

DEFERRAL ACCOUNTS <\/strong><\/p>\n\n\n\n
4.1<\/strong><\/td>\nShare Deferral Accounts. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

To the extent Fees deferred under this Plan are to be credited to the
\nDirector153s Share Deferral Account, Walmart shall credit to the Director153s Share
\nDeferral Account on the date such Fees would otherwise have been paid to the
\nDirector a number of Units equal to the dollar amount of such Fees divided by
\nthe Fair Market Value on such date. If Common Stock is the subject of a stock
\ndividend, stock split, or a reverse stock split, the number of Units then
\ncredited to the Director153s Share Deferral Account shall be increased or
\ndecreased, as the case may be, in the same proportion as the outstanding shares
\nof Common Stock. With respect to any record date for which any cash dividend is
\npaid on Common Stock, Walmart shall credit to the Director153s Share Deferral
\nAccount on the applicable dividend payment date an additional number of Units
\nequal to: (a) the aggregate dollar amount of the dividend that would be paid on
\na number of Shares equal to the number of Units credited to the Director153s Share
\nDeferral Account on the applicable dividend payment date, divided by (b) the
\nFair Market Value on the applicable dividend payment date. A Director is not
\nentitled to any voting rights with respect to Units credited to his or her Share
\nDeferral Account, nor shall the Director have any other beneficial shareholder
\nrights with respect to such Units.<\/p>\n<\/p>\n

– 6 –<\/p>\n

\n\n\n\n
4.2<\/strong><\/td>\nCash Deferral Accounts. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

To the extent Fees deferred under this Plan are to be credited to the
\nDirector153s Cash Deferral Account, Walmart shall credit to the Director153s Cash
\nDeferral Account on the date such Fees would otherwise have been paid to the
\nDirector a cash equivalent amount equal to the dollar amount of such Fees. In
\naddition, Walmart shall credit a Director153s Cash Deferral Account with interest
\nas provided in Section 4.3.<\/p>\n\n\n\n
4.3<\/strong><\/td>\nInterest on Cash Deferral Accounts. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Each day during a Plan Year, Walmart shall credit a Director153s Cash Deferral
\nAccount with a daily rate of simple interest based on the Interest Rate in
\neffect for such Plan Year. This Section 4.3 shall be applicable only through the
\nlast day of the month preceding distribution of the Director153s Cash Deferral
\nAccount in a single lump sum payment pursuant to Section 5.3 or the last day of
\nthe month preceding distribution of the initial installment payment of the
\nDirector153s Cash Deferral Account pursuant to Section 5.4.<\/p>\n

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

PAYMENT OF DEFERRED FEES <\/strong><\/p>\n\n\n\n
5.1<\/strong><\/td>\nForm of Payment. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

A Director may elect to receive payment of the Director153s Deferred Fees in a
\nsingle lump sum distribution or in substantially equal annual installments over
\na period of up to ten (10) years. A Director153s form of payment election must be
\nmade in accordance with procedures established by the Committee at the time of
\nsuch Director153s initial deferral election under Section 3.1 and shall apply to
\nall of the Director153s Deferred Fees. In the event a Director does not make a
\ntimely form of payment election, the Director shall be deemed to have elected
\npayment of all of his or her Deferred Fees in a single lump sum distribution.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Notwithstanding the preceding, the form of payment of any Director who had
\nDeferred Fees under the Plan as of December 31, 2007 is the last affirmative
\nelection made by such Director on or before such date (in accordance with the
\nrules of the Plan in effect at such date). Any such Director who failed to make
\nan affirmative election on or before December 31, 2007 was deemed to have
\nelected payment of all of his or her Deferred Fees in a single lump sum
\ndistribution.<\/p>\n\n\n\n
<\/td>\n\n

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

\n

A Director may change his or her form of payment election (or deemed payment
\nelection) at any time by making a new election (also referred to in this
\nsubsection as a “subsequent election”) on a form approved by and filed with the
\nCommittee; provided, however, that such subsequent election shall be subject to
\nthe following restrictions:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\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

– 7 –<\/p>\n

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

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

\n

Payment of the Director153s Deferred Fees may not be made or commence earlier
\nthan five (5) years from the date such payment would have been made or commenced
\nabsent the subsequent election, unless the distribution is made on account of
\nthe Director153s Disability or death;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

Payment of a Director153s Deferred Fees pursuant to a subsequent
\nelection must be completed by the last day of the Plan Year which contains the
\nfifteenth (15th<\/sup>) anniversary of the Director153s Distribution Date; and\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

For purposes of this Section 5.1(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\n\n\n
5.2<\/strong><\/td>\nTiming of Payment. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

If payment of a Director153s Deferred Fees is to be made in a single lump sum
\npayment, such payment shall be made within the 90-day period commencing on the
\nDirector153s Distribution Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

If payment of a Director153s Deferred Fees is to be made in annual
\ninstallments, the first such installment shall be made within the 90-day period
\ncommencing on the Director153s Distribution Date, and subsequent installment
\npayments shall be made within the 90-day period commencing on each applicable
\nanniversary of the Director153s Distribution Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

Notwithstanding anything herein to the contrary, any payment to be made
\nhereunder may be delayed by the Committee in the event the Committee reasonably
\nanticipates that the making of such payment will violate federal securities laws
\nor other applicable law. In such event, payment shall be made at the earliest
\ndate on which the Committee reasonably anticipates that the making of such
\npayment will not cause such a violation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

In no event shall any payment due hereunder be accelerated earlier than, or
\ndelayed past, the date otherwise provided herein, except as permitted by Code
\nSection 409A.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
5.3<\/strong><\/td>\nAmount of Lump Sum Payments. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If payment of the Director153s Deferred Fees is to be made in a single lump sum
\ndistribution, the amount distributed shall be:<\/p>\n\n\n\n
<\/td>\n\n

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

\n

cash equal to the total cash equivalent amount credited to the Director153s
\nCash Deferral Account as of the last day of the month preceding distribution
\n(including interest credited through such date as provided in Section 4.3); and\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 8 –<\/p>\n

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

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

\n

Shares equal to the number of whole Units credited to the Director153s Share
\nDeferral Account as of the distribution, plus cash equal to the Fair Market
\nValue of any fractional Share as of the distribution.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
5.4<\/strong><\/td>\nAmount of Installment Payments. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

If payment of the Director153s Deferred Fees is to be made in installments:\n<\/p>\n\n\n\n
<\/td>\n\n

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

\n

the Director153s Cash Deferral Account will be paid in equal annual
\ninstallments in an amount which would fully amortize a loan equal to such Cash
\nDeferral Account as of the last day of the month preceding distribution of the
\ninitial installment payment (including interest credited through such date as
\nprovided in Section 4.3) over the installment period, with interest calculated
\nat the Interest Rate in effect for the Plan Year in which the Director153s
\nDistribution Date occurs; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

a pro rata number of whole Shares credited to the Director153s Share Deferral
\nAccount as of the applicable distribution date will be paid in equal annual
\ninstallments, with the Fair Market Value of any fractional Share paid in cash
\nwith each installment.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
5.5<\/strong><\/td>\nDistribution Upon Death. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

A Director may, by written or electronic instrument delivered to the
\nCommittee in the form prescribed by the Committee, designate primary and
\ncontingent beneficiaries to receive any benefit payments which may be payable
\nunder this Plan following the Director153s death, and may designate the
\nproportions in which such beneficiaries are to receive such payments. Any such
\ndesignation shall be applicable to both Deferred Fees under this Plan and under
\nAppendix A. A Director may change such designation from time to time and the
\nlast designation filed with the Committee prior to the Director153s death shall
\ncontrol. In the event no beneficiaries are designated, or if all of the
\ndesignated beneficiaries die before all of the Director153s Deferred Fees is
\ndistributed, the Deferred Fees (or balance thereof) shall be paid to the
\nDirector153s estate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

Any unpaid Deferred Fees upon a Director153s death shall be paid in a single
\nlump sum distribution in the manner provided herein for payment in a single lump
\nsum distribution to the Director within ninety (90) days of the Director153s
\ndeath; provided, however, that in the event a Director153s death occurs after
\ninstallment payments with respect to his or her Cash Deferral Account have
\ncommenced pursuant to Section 5.4, the remaining Cash Deferral Account will be
\ncredited with pro rata interest from the date of the installment payment
\nimmediately preceding the Director153s death through the lump sum distribution
\ndate at the Interest Rate applicable to the installment payout.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 9 –<\/p>\n

\n\n\n\n
5.6<\/strong><\/td>\nGross Misconduct. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This Section 5.6 is effective only with respect to Fees paid or deferred
\nunder this Plan on or after April 1, 2006. Notwithstanding anything herein to
\nthe contrary, benefits under this Plan are contingent upon the Director not
\nengaging in Gross Misconduct. In the event the Committee or its delegate (which
\nexpressly may include any officer of Walmart or a non-employee third party (such
\nas a law firm)) determines that a Director has engaged in Gross Misconduct:<\/p>\n\n\n\n
<\/td>\n\n

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

\n

the Director shall repay to Walmart all Fees received by the Director under
\nthis Plan from and after the date which is twenty-four (24) months prior to the
\ndate of the behavior serving as the basis for the finding of Gross Misconduct;\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

the Director153s Deferred Fees shall be recalculated as if no amounts
\n(including interest and dividend equivalents under Sections 4.1 and 4.3) were
\ncredited to the Director153s Deferred Fees from and after the date which is
\ntwenty-four (24) months prior to the date of the behavior serving as the basis
\nfor the finding of Gross Misconduct; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n\n\n\n
<\/td>\n\n

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

\n

if the Committee or its delegate determines, after payment of amounts
\nhereunder, that the Director has engaged in Gross Misconduct during the
\nprescribed period, the Director (or the Director153s beneficiary) shall repay to
\nWalmart any amount in excess of that to which the Director is entitled under
\nSection 5.6.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Any amount to be repaid pursuant to this Section 5.6 shall be held by the
\nDirector or beneficiary in constructive trust for the benefit of Walmart and
\nshall be paid by the Director or beneficiary to Walmart with interest at the
\nprime rate (as published in The Wall Street Journal<\/u>) as of the date the
\nCommittee or its delegate determines the Director engaged in Gross Misconduct.
\nThe amount to be repaid pursuant to this Section 5.6 shall be determined on a
\ngross basis, without reduction for any taxes incurred, as of the date of the
\nrealization event, and without regard to any subsequent change in the fair
\nmarket value of a Share. Walmart shall have the right to offset such gain
\nagainst any amounts otherwise owed to Director by Walmart (whether hereunder,
\npursuant to any benefit plan or other compensatory arrangement). A Director may
\nappeal a Gross Misconduct determination by the Committee or its delegate as
\nprovided in Article VII.<\/p>\n

With respect to any Fees granted by the Board under another plan or Board
\nresolution, the impact of the Director153s misconduct on such portion of the
\nDirector153s Fees which have not yet been deferred shall be determined under the
\nterms of plan or resolution.<\/p>\n<\/p>\n

– 10 –<\/p>\n

\n

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

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

The Committee is responsible for the management, interpretation and
\nadministration of the Plan. The Committee shall have discretionary authority
\nwith respect to the determination of benefits under the Plan and the
\nconstruction and interpretation of Plan provisions. In such capacity, the
\nCommittee is granted 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 Directors (or their beneficiaries) under
\nthis 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 sole and complete authority to adopt, alter, and
\nrepeal such administrative rules, regulations, and practices governing the
\noperation of the Plan 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 assist the Committee in the
\nday-to-day administration of the Plan;<\/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, the Director, such Director153s
\nbeneficiary, and upon any person affected by such decision, subject to the
\nclaims 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

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 Director or beneficiary (“claimant”) who believes he or she is entitled
\nto Plan benefits which have not been paid may file a written claim for benefits
\nwith the Committee within one (1) year of the Director153s Distribution Date. If
\nany such claim is not filed within one (1) year of the Director153s Distribution
\nDate, neither the Plan nor Walmart shall have any obligation to pay the disputed
\nbenefit and the claimant shall have no further rights under the Plan. If a
\ntimely claim for a Plan benefit is wholly or partially denied, notice of the
\ndecision shall 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. Any claimant who is denied a claim for benefits
\nshall 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

– 11 –<\/p>\n

\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\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 shall be made by the Committee or its
\ndelegate not later than sixty (60) days after receipt of a request for review,
\nunless special circumstances require an extension of time for processing, in
\nwhich case a decision shall be rendered within a reasonable period of time, but
\nnot later than one hundred twenty (120) days after receipt of a request for
\nreview. The decision on review shall be in writing and shall include the
\nspecific reasons for the denial and the specific references to the pertinent
\nPlan provisions on which the decision is based.<\/p>\n\n\n\n
7.3<\/strong><\/td>\nCalculation of Days. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Any reference in this Article VII to a number of days shall include holidays
\nand weekends.<\/p>\n

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

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

The Board or the Committee may amend or terminate this Plan at any time. An
\namendment or the termination of this Plan shall not adversely impact the right
\nof a Director or beneficiary to receive Shares issuable or cash payable at the
\neffective date of the amendment or termination or any rights that a Director or
\na beneficiary has in any Cash Deferral Account or Share Deferral Account at the
\neffective date of the amendment or termination. No amendment or termination of
\nthe Plan may accelerate the date of payment of a Director153s Deferred Fees,
\nexcept as otherwise permitted by Code Section 409A.<\/p>\n\n\n\n
8.2<\/strong><\/td>\nNon-Alienability. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A Director shall not have the right to transfer, grant any security interest
\nin or otherwise encumber rights he or she may have under the Plan, or to any
\nCash Deferral Account or any Share Deferral Account maintained for the Director
\nhereunder or any interest therein. No right or interest of a Director in a Cash
\nDeferral Account or a Share Deferral Account shall be subject to any forced or
\ninvoluntary disposition or to any charge, liability, or obligation of the
\nDirector, whether as the direct or indirect result of any action of the Director
\nor any action taken in any proceeding, including any proceeding under any
\nbankruptcy or other creditors153 rights law. Any action attempting to effect any
\ntransaction of that type shall be null, void, and without effect.
\nNotwithstanding the preceding, distribution may be made to the extent necessary
\nto fulfill a domestic relations order as defined in Code Section 414(p)(1)(B)
\nand in accordance with procedures established by the Committee from time to
\ntime; provided, however, that all such distributions shall be made in a single
\nlump sum payment.<\/p>\n<\/p>\n

– 12 –<\/p>\n

\n\n\n\n
8.3<\/strong><\/td>\nWithholding for Taxes. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

To the extent required by law, Walmart shall withhold the amount of cash and
\nShares necessary to satisfy Walmart153s obligation to withhold federal, state, and
\nlocal income and other taxes on any benefits payable to a Director or
\nbeneficiary under this Plan.<\/p>\n\n\n\n
8.4<\/strong><\/td>\nIncome and Excise Taxes. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Director (or the Director153s beneficiary) is solely responsible for the
\npayment of all federal, state, local income and excise taxes resulting from the
\nDirector153s participation in this Plan.<\/p>\n\n\n\n
8.5<\/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 its successors and assigns, and a Director, the Director153s
\nbeneficiaries, heirs, and legal representatives.<\/p>\n\n\n\n
8.6<\/strong><\/td>\nGoverning Law. <\/strong><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

This Plan shall be governed by the laws of the State of Arkansas, except that
\nany matters relating to the internal governance of Walmart shall be governed by
\nthe General Corporation Law of Delaware.<\/p>\n<\/p>\n

– 13 –<\/p>\n

\n

APPENDIX A <\/strong><\/p>\n

Retainers deferred on or before December 31, 2004 are subject to the
\nterms of the Plan as it existed as of such date, which Plan is set forth in this
\nAppendix A. The terms of this Appendix A shall not be materially modified (as
\nthat phrase is defined by Code Section 409A and guidance thereunder), either
\nformally or informally, unless such modification specifically provides that it
\nis intended to be a material modification within the meaning of Code Section
\n409A and guidance thereunder. <\/strong><\/p>\n

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

DIRECTOR COMPENSATION PLAN <\/strong><\/p>\n

Purpose.<\/strong> This Director Compensation Plan is established to
\nallow the outside directors of Wal-Mart Stores, Inc. (“Wal-Mart”) to participate
\nin the ownership of Wal-Mart through ownership of shares of the Wal-Mart common
\nstock or deferred stock units. In addition, the Plan is intended to allow
\nWal-Mart153s outside directors to defer all or a portion of their compensation for
\ntheir service as directors.<\/p>\n

Definitions.<\/strong> The following words have the definitions given
\nthem below.<\/p>\n

“Affiliate”<\/strong> means any corporation, company limited by
\nshares, partnership, limited liability company, business trust, other entity, or
\nother business association that is controlled by Wal-Mart.<\/p>\n

“Board” <\/strong>means the board of directors of Wal-Mart.<\/p>\n

“Business Day”<\/strong> means a day on which Wal-Mart153s executive
\noffices in Bentonville, Arkansas are open for business and on which trading is
\nconducted on the Exchange.<\/p>\n

“Common Stock”<\/strong> means the Common Stock, $0.10 par value per
\nshare, of Wal-Mart.<\/p>\n

“Compensation Date”<\/strong> means the last Business Day of each
\ncalendar quarter.<\/p>\n

“Deferral Account”<\/strong> means an account maintained in the
\nSpecial Ledger for a Director to which cash equivalent amounts allocable to the
\nDirector under this Plan are credited.<\/p>\n

“Director” <\/strong>means any director of Wal-Mart who is not an
\nemployee of Wal-Mart or an Affiliate.<\/p>\n

“Distribution Date”<\/strong> means the date on which a Director
\nceases to be a director of Wal-Mart or on which a Director becomes employed by
\nWal-Mart or an Affiliate.<\/p>\n

\n

“Fair Market Value”<\/strong> means, as to any particular day, the
\naverage of the highest and lowest prices quoted for a share of Common Stock
\ntrading on the New York Stock Exchange on that day, or if no such prices were
\nquoted for the shares of Common Stock on the New York Stock Exchange for that
\nday for any reason, the average of the highest and lowest prices quoted on the
\nlast Business Day on which prices were quoted. The highest and lowest prices for
\nthe shares of Common Stock shall be those published in the edition of The
\nWall Street Journal<\/em> or any successor publication for the next Business Day.\n<\/p>\n

“First Component”<\/strong> means the portion of the Retainer payable
\nto a Director that accounts for at least one-half of the Retainer and that is
\npayable in Shares and may be deferred by crediting Units to a Unit Account
\nmaintained for the Director.<\/p>\n

“Interest Rate”<\/strong> means the annual rate at which interest is
\ndeemed to accrue on the amounts credited in a Deferral Account for a Director.
\nThe annual rate shall be set by the Board or a committee of the Board and may be
\nchanged from time to time as necessary to reflect prevailing interest rates.
\n[NOTE: The annual rate in effect for a Plan Year for this purpose shall be
\ndetermined in accordance with the following formula in effect as of October 3,
\n2004: the rate on 10-year Treasury notes determined as of the first Business Day
\nof January of each Plan Year, plus 270 basis points. Such formula shall not be
\nmodified on or after October 3, 2004. Notwithstanding the preceding, in light of
\nuncertainty regarding whether adjustment of the annual rate would constitute a
\nmaterial modification of the Plan for Code Section 409A purposes, the annual
\nrate was not adjusted for 2005. The annual rate for 2006 and future years will
\nbe adjusted in accordance with the above formula.]<\/p>\n

“Plan Year”<\/strong> means each 12-month period beginning on each
\nJanuary 1 and ending on each December 31.<\/p>\n

“Retainer”<\/strong> means the amount of compensation set by the Board
\nfrom time to time as payable to a Director in each Plan Year on the terms and
\nsubject to conditions stated in this Plan, subject to reduction for any portion
\nthereof that a Director elects to defer as provided in this Plan.<\/p>\n

“Second Component”<\/strong> means the balance of the Retainer payable
\nto a Director (after reduction for the First Component) and that is (1) payable
\nin cash or (2) by crediting an amount to a Deferral Account maintained for the
\nDirector.<\/p>\n

“Shares”<\/strong> means shares of the Common Stock.<\/p>\n

“Special Ledger”<\/strong> means a record established and maintained
\nby Wal-Mart in which the Deferral Accounts and Units Accounts for the Directors,
\nif any, and the Units and\/or amounts credited to the accounts are noted.<\/p>\n

“Unit Account”<\/strong> shall mean the account maintained in the
\nSpecial Ledger for a Director to which Units allocable to the Director under
\nthis Plan are credited.<\/p>\n

“Unit”<\/strong> means a credit in a Unit Account representing one
\nShare.<\/p>\n

\n

Annual Retainer.<\/strong> During each Plan Year in which a person is
\na Director during the existence of this Plan, the Director be eligible to
\nreceive the Retainer payable as follows:<\/p>\n

At least one-half of the Retainer shall be and, at the Director153s option, up
\nto the full amount of the Retainer (defined above as the “First Component”) will
\nbe (1) payable to the Director in Shares or (2) at the Director153s option,
\ndeferred by Wal-Mart crediting Units to a Unit Account maintained for the
\nDirector as provided in this Plan.<\/p>\n

The balance of the Retainer (defined above as the “Second Component”) shall
\nbe (1) payable in cash or (2) at the Director153s option, deferred by Wal-Mart
\ncrediting a Deferral Account maintained for the Director as provided in this
\nPlan with an amount that would be otherwise payable to the Director in cash.\n<\/p>\n

The Retainer will be payable in arrears in equal quarterly installments on
\neach Compensation Date unless deferred as provided below. Each quarterly
\ninstallment will consist of one-fourth of the First Component and one-fourth of
\nthe Second Component, if any, for each Director.<\/p>\n

Elections.<\/strong> Each Director who was a Director during the prior
\nPlan Year must elect by no later than December 31 of the prior Plan Year how he
\nor she will receive the Retainer. Each Director who becomes a Director during a
\nPlan Year must elect within 30 days after becoming a Director how he or she will
\nreceive the Retainer. Each election must be made by the Director filing an
\nelection form with the Secretary of Wal-Mart. If a Director does not file an
\nelection form for each Plan Year by the specified date, the Director will be
\ndeemed to have elected to receive and defer the Retainer in the manner elected
\nby the Director in his or her last valid election. Any person who becomes a
\nDirector during a Plan Year and does not file the required election within 30
\ndays will be deemed to have elected to receive all of the Retainer in Shares.
\nAny election to defer a portion of the Retainer made by a person who becomes a
\nDirector during a Plan Year will be valid as to the portion of the Retainer
\nreceived after the election is filed with the Secretary of Wal-Mart. When an
\nelection is made for a Plan Year, the Director may not revoke or change that
\nelection.<\/p>\n

The Shares.<\/strong> If a Director elects to receive Shares in
\npayment of all or any part of the Director153s Retainer, the number of Shares to
\nbe issued on any Compensation Date shall equal one-fourth of the amount of the
\nRetainer to be paid in Shares for the Plan Year divided by the Fair Market Value
\nof a Share on the Compensation Date. Any Shares issued under this Plan will be
\nregistered under the Securities Act of 1933, as amended, and, so long as shares
\nof the Common Stock are listed for trading on the New, York Stock Exchange, will
\nbe listed for trading on the New York Stock Exchange.<\/p>\n

The Units.<\/strong> If a Director defers any portion of the Retainer
\nin the form of Units, then on each Compensation Date, Wal-Mart will credit a
\nUnit Account maintained for the Director with a number of Units equal to
\n(1) one-fourth of the dollar amount of the Retainer that the Director has
\nelected to defer in the form of Units for the Plan Year divided by (2) the Fair
\nMarket Value on the Compensation Date. If the Common Stock is the subject of a
\nstock dividend, stock split, or a reverse stock split, the number of Units will
\nbe increased or decreased, as the case may be, in the same proportion as the
\noutstanding shares of Common Stock. Wal-Mart will credit to the Director153s Unit
\nAccount on the date any dividend is paid on the Common Stock, an additional
\nnumber of Units equal to (I) the aggregate amount of the dividend that would be
\npaid on a number of Shares equal to the number of Units credited to the
\nDirector153s Unit Account on the date the dividend is paid divided by (II) the
\nFair Market Value on that date.<\/p>\n

\n

Deferral Account.<\/strong> If a Director defers receipt of any
\nportion of the Retainer by having an amount credited to a Deferral Account, then
\non each Compensation Date, Wal-Mart will credit to the Director153s Deferral
\nAccount an amount equal to one-fourth of the dollar amount of the Retainer
\ndeferred for the Plan Year. On the last day of each Plan Year, Wal-Mart will
\nalso credit the Deferral Account with interest, calculated at the Interest Rate,
\non the aggregate amount credited to the Deferral Account.<\/p>\n

[Effective January 1, 2009, Deferral Accounts shall be credited with interest
\non a daily basis. The amount of interest to be credited each day shall be a
\ndaily rate of simple interest based on the Interest Rate in effect for the Plan
\nYear. It has been determined that this modification does not constitute a
\n“material modification” for purposes of Code Section 409A.]<\/p>\n

Distribution of the Amounts in a Unit Account.<\/strong> After the
\nDistribution Date for a former Director, Wal-Mart will issue to the former
\nDirector that number of Shares equal to the number of Units with which the
\nformer Director153s Unit Account is credited. The former Director may elect to
\nreceive all of the Shares at one time or in up to 10 annual installments as
\ndescribed below. If the Director has elected to receive all of the Shares at one
\ntime, Wal-Mart will issue the Shares as soon as practicable after the
\nDistribution Date.<\/p>\n

If the former Director has elected to receive the Shares in installments, a
\npro rata number of Shares will be issued for each installment plus additional
\nShares equal to the Units credited to the Unit Account respecting dividends paid
\non the Common Stock since the last installment was made. Wal-Mart will issue the
\nfirst installment of Shares as soon as practicable after the former Director153s
\nDistribution Date. The remaining installments of Shares will be issued on or
\nabout each anniversary of the Director153s Distribution Date.<\/p>\n

Distribution of the Amounts in a Deferral Account.<\/strong> After the
\nDistribution Date for a former Director, Wal-Mart will pay the former Director
\ncash equal to the amount with which the former Director153s Deferral Account is
\ncredited. The former Director may elect to receive all of the cash at one time
\nor in up to 10 annual installments as described below. If the former Director
\nhas elected to receive all of the cash at one time, Wal-Mart will pay the cash
\nto the former Director as soon as practicable after the Distribution Date.<\/p>\n

If the former Director has elected to be paid the cash in installments, a pro
\nrata portion of the amount credited to the Deferral Account on the Distribution
\nDate will be paid in each installment, along with the additional amount credited
\nto the Deferral Account as interest since the last installment was paid.
\nWal-Mart will pay to the former Director the cash to be paid in the first
\ninstallment as soon as practicable after the Distribution Date. The remaining
\ninstallments of cash shall be paid on or about each anniversary of the
\nDirector153s Distribution Date.<\/p>\n

Conversion of Accounts.<\/strong> At any time prior to the
\nDistribution Date, a Director who has a Deferral Account may convert all or any
\nportion of the Deferral Account into Units credited to a Unit Account. The
\nnumber of Units to be credited to the Director153s Unit Account upon the
\nconversion shall equal (1) the amount credited to the Director153s Deferral
\nAccount so converted divided by (2) the Fair Market Value on the date of the
\nDirector153s election to convert.<\/p>\n

\n

At any time prior to the Distribution Date, a Director who has a Unit Account
\nmay convert all or any portion of the Unit Account into a Deferral Account. The
\ncash amount to be credited to the Director153s Deferral Account upon the
\nconversion shall equal (1) the number of Units credited to his or her Unit
\nAccount so converted multiplied by (2) the Fair Market Value on the date of the
\nDirector153s election to convert.<\/p>\n

Any election to convert must be made on a form prescribed by Wal-Mart and
\nfiled with its Secretary. The conversion of a Unit Account or a Deferral Account
\nshall be deemed to occur on the date of the Director153s election.<\/p>\n

Distribution in the Event of a Director153s Death.<\/strong> Each
\nDirector who defers any part of the Retainer payable to him or her in any Plan
\nYear must designate one or more beneficiaries of the Director153s Deferral Account
\nand Unit Account, who may be changed from time to time. The designation of a
\nbeneficiary must be made by filing with Wal-Mart153s Secretary a form prescribed
\nby Wal-Mart. If no designation of a beneficiary is made, any deferred benefits
\nunder this Plan will be paid to the Director153s or former Director153s estate. If a
\nDirector dies while in office or a former Director dies during the installment
\npayment period, Wal-Mart will issue the Shares and pay the amounts of cash that
\nare issuable and payable to the Director or former Director at one time as soon
\nas practicable after the death of the Director or the former Director.<\/p>\n

Timing of Election to Receive Deferred Benefits in
\nInstallments.<\/strong> If the Director wants the benefits distributed in
\ninstallments, the election to receive payments in installments must be on file
\nfor a period of at least 12 full months prior to the Director ceasing to be a
\ndirector of Wal-Mart. The last valid election on file with Wal-Mart153s Secretary
\nfor at least 12 full months will be given effect by Wal-Mart in distributing the
\nbenefits.<\/p>\n

Withholding for Taxes.<\/strong> Wal-Mart will withhold the amount of
\ncash and Shares necessary to satisfy Wal-Mart153s obligation to withhold federal,
\nstate, and local income and other taxes on any benefits received by the
\nDirector, the former Director or a beneficiary under this Plan.<\/p>\n

No Transfer of Rights under this Plan.<\/strong> A Director or former
\nDirector shall not have the right to transfer, grant any security interest in or
\notherwise encumber rights he or she may have under this Plan, any Deferral
\nAccount or any Unit Account maintained for the Director or former Director or
\nany interest therein. No right or interest of a Director or a former Director in
\na Deferral Account or a Unit Account shall be subject to any forced or
\ninvoluntary disposition or to any charge, liability, or obligation of the
\nDirector or former Director, whether as the direct or indirect result of any
\naction of the Director or former Director or any action taken in any proceeding,
\nincluding any proceeding under any bankruptcy or other creditors153 rights law.
\nAny action attempting to effect any transaction of that type shall be null,
\nvoid, and without effect. Notwithstanding the preceding, distribution may be
\nmade to the extent necessary to fulfill a domestic relations order as defined in
\nCode Section 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

Unfunded Plan.<\/strong> This Plan will be unfunded for federal tax
\npurposes. The Deferral Accounts and the Unit Accounts are entries in the Special
\nLedger only and are merely a promise to make payments in the future. Wal-Mart153s
\nobligations under this Plan are unsecured, general contractual obligations of
\nWal-Mart.<\/p>\n

Amendment and Termination of the Plan.<\/strong> The Board or the
\nCompensation and Nominating Committee of the Board may amend or terminate this
\nPlan at any time. An amendment or the termination of this Plan will not
\nadversely affect the right of a Director, former Director, or Beneficiary to
\nreceive Shares issuable or cash payable at the effective date of the amendment
\nor termination or any rights that a Director, former Director, or a Beneficiary
\nhas in any Deferral Account or Unit Account at the effective date of the
\namendment or termination. If the Plan is terminated, however, Wal-Mart may, at
\nits option, accelerate the payment of all deferred and other benefits payable
\nunder this Plan.<\/p>\n

Governing Law.<\/strong> This Plan shall be governed by the laws of
\nthe State of Arkansas, except that any matters relating to the internal
\ngovernance of Wal-Mart shall be governed by the General Corporation Law of
\nDelaware. Wal-Mart has right to interpret this Plan, and any interpretation by
\nWal-Mart shall be conclusive as to the meaning of this Plan.<\/p>\n

Effective Date and Transition.<\/strong> This Plan amends and restates
\nin full the Wal-Mart Stores, Inc. Directors Deferred Compensation Plan adopted
\non March 7, 1991 and as ratified by the stockholders of Wal-Mart on June 5,
\n1992. The effective date of this amendment and restatement of that Plan shall be
\nJanuary 1, 1997, and the Plan became operative and in effect on the date,
\nsubject only to the ratification of the Plan by the stockholders of Wal-Mart at
\nWal-Mart153s 1997 annual stockholders153 meeting. The Board has reserved and
\nauthorized for issuance pursuant to the terms and conditions of this Plan
\n1,000,000 shares of Common Stock.<\/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-38777","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\/38777","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=38777"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38777"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38777"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38777"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}