{"id":40207,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/notification-of-restricted-stock-award-walmart.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"notification-of-restricted-stock-award-walmart","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/notification-of-restricted-stock-award-walmart.html","title":{"rendered":"Notification of Restricted Stock Award – Walmart"},"content":{"rendered":"\n\n\n\n\n
\n

Grant Date<\/p>\n<\/td>\n

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

Number of Shares<\/p>\n<\/td>\n

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

Social Security Number:<\/p>\n<\/td>\n

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

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

STOCK INCENTIVE PLAN OF 2005 <\/strong><\/p>\n

RESTRICTED STOCK AWARD <\/strong><\/p>\n

NOTIFICATION OF AWARD AND TERMS AND CONDITIONS OF
\nAWARD <\/strong><\/p>\n

This Restricted Stock Award Agreement (the “Agreement”) contains the terms
\nand conditions of the restricted stock award granted to you by Wal-Mart Stores,
\nInc., a Delaware corporation (“Walmart”) under the Wal-Mart Stores, Inc. Stock
\nIncentive Plan of 2005.<\/p>\n

1. Grant of Restricted Stock.<\/u> Walmart has granted to you, effective on
\nthe Grant Date (shown above), the right to receive the number of shares of the
\ncommon stock of Walmart (shown above), par value $0.10 per share (“Shares”) at
\nthe end of the vesting period (as defined below). Before the Shares are vested,
\nthey are referred to in this Agreement as “Restricted Stock.”<\/p>\n

2. Stock Incentive Plan Governs.<\/u> The award and this Agreement are
\nsubject to the terms and conditions of the Wal-Mart Stores, Inc. Stock Incentive
\nPlan of 2005, as amended from time to time (the “Plan”). The Plan is
\nincorporated in this Agreement by reference and all capitalized terms used in
\nthis Agreement have the meaning set forth in the Plan, unless this Agreement
\nspecifies a different meaning. By accepting this Agreement, you accept this
\naward, acknowledge receipt of a copy of the Plan and the prospectus covering the
\nPlan and acknowledge that the award is subject to all the terms and provisions
\nof the Plan and this Agreement. You further agree to accept as binding,
\nconclusive and final all decisions and interpretations by the Committee of the
\nPlan upon any questions arising under the Plan.<\/p>\n

3. Payment<\/u>. The Restricted Stock is granted without requirement of
\npayment. However, if the Shares have not been previously issued, you must pay
\nthe par value ($0.10) per Share no later than 10 business days after the Grant
\nDate. You will be advised if this is the case and you will be given payment
\ninstructions at that time.<\/p>\n

4. Stockholder Rights<\/u>. Your Restricted Stock will be held for you by
\nWalmart until the applicable Vesting Date. You shall have all the rights of a
\nstockholder on shares of Restricted Stock that vest. With respect to your
\nunvested Restricted Stock,<\/p>\n

A. You shall have the right to vote such shares at any meeting of
\nstockholders of Walmart;<\/p>\n

B. You shall have and the right to receive, free of vesting restrictions (but
\nsubject to applicable withholding taxes) all cash dividends paid with respect to
\nsuch shares; and<\/p>\n

C. Any non-cash dividends and other non-cash proceeds of such shares,
\nincluding stock dividends and any other securities issued or distributed in
\nrespect of such shares shall be<\/p>\n

\n

subject to the same vesting and forfeiture conditions as the shares of
\nRestricted Stock to which they relate, and the term “Restricted Stock” when used
\nin this Agreement shall also include any related stock dividends and other
\nsecurities issued or distributed in respect of such shares.<\/p>\n

5. Vesting of Restricted Stock.<\/u><\/p>\n

A. Vesting<\/u>. Your Restricted Stock will vest as follows, provided you
\nhave not incurred a Forfeiture Condition described below:<\/p>\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Percentage of shares vesting<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Vesting Date<\/strong><\/p>\n<\/td>\n<\/tr>\n

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

B. Forfeiture Conditions<\/u>. Subject to Paragraph 5C. below, the shares
\nof your Restricted Stock that would otherwise vest on a Vesting Date will not
\nvest and shall be forfeited if, after the Grant Date and prior to the Vesting
\nDate your continuous status as an Associate terminates or after the Grant Date
\nand on or prior to the Vesting Date,<\/p>\n

1. You (a) have become or (b) are discussing or negotiating the possibility
\nof becoming, or (c) are considering an offer to become, or have accepted an
\noffer or entered into an agreement to become an employee, officer, director,
\npartner, manager, consultant to, or agent of, or otherwise becoming affiliated
\nwith, any entity competing or seeking to compete with Walmart or an Affiliate;
\nor<\/p>\n

2. You are subject to an administrative suspension, unless you are reinstated
\nas an Associate in good standing at the end of the administrative suspension
\nperiod, in which case the applicable number of shares of Restricted Stock would
\nvest as of the date of such reinstatement; or<\/p>\n

3. You have not executed and delivered to the Company a Non-Disclsoure and
\nRestricted Use Agreement, in a form to be provided to you by the Company.<\/p>\n

C. Accelerated Vesting; Vesting Notwithstanding Termination<\/u>. Your
\nRestricted Stock will vest earlier than described in Paragraph 5A, and such
\nearlier vesting date shall also be considered a “Vesting Date,” under the
\nfollowing circumstances:<\/p>\n

1. If your Continuous Status as an Associate is terminated by your
\nDisability, your Restricted Stock that would have become vested on a Vesting
\nDate occurring no more than 3 months after your Continuous Status as an
\nAssociate is so terminated will become vested on the date your Continuous Status
\nas an Associate is so terminated. “Disability” for this purpose means you have a
\nphysical or mental<\/p>\n

\n

condition resulting from bodily injury, disease or mental disorder that
\nconstitutes total disability under the Federal Social Security Act and for which
\nyou have actually been approved for Social Security disability benefits.<\/p>\n

2. If your Continuous Status as an Associate is terminated by your death on
\nor after ten years of service or on or after the third anniversary of the Grant
\nDate, your Restricted Stock shall immediately become fully vested.<\/p>\n

3. The Committee may, in its discretion, at any time accelerate the vesting
\nof your Restricted Stock on such terms and conditions as it deems appropriate.\n<\/p>\n

D. Mandatory Deferral of Vesting<\/u>. If the vesting of Restricted Stock
\nin any year could, in the Committee153s opinion, when considered with your other
\ncompensation, result in Walmart153s inability to deduct the value of your Shares
\nbecause of the limitation on deductible compensation under Internal Revenue Code
\nSection 162(m), then Walmart in its sole discretion may defer the Vesting Date
\napplicable to your Restricted Stock (but only to the extent that, in the
\nCommittee153s judgment, the value of your Restricted Stock would not be
\ndeductible) until six months following the termination of your Associate status.\n<\/p>\n

6. Forfeiture of Restricted Stock<\/u>. If you suffer a forfeiture
\ncondition (i.e., if your Continuous Service as an Associate is terminated prior
\nto the Vesting Date and the vesting is not accelerated under Paragraph 5C), you
\nwill immediately forfeit your Restricted Stock (including any cash dividends and
\nnon-cash proceeds related to the Restricted Stock for which the record date
\noccurs on or after the date of the forfeiture), and all of your rights to and
\ninterest in the Restricted Stock shall terminate upon forfeiture without payment
\nof consideration (except that if you paid par value for the Restricted Stock the
\npar value of the forfeited shares of Restricted Stock will be returned to you).
\nForfeited Restricted Stock shall be reconveyed to Walmart.<\/p>\n

7. Taxes and Tax Withholding<\/u>.<\/p>\n

A. Upon the vesting of your Restricted Stock, you will have income in the
\namount of the value of the Shares that become vested on the Vesting Date, and
\nyou must pay income tax on that income.<\/p>\n

B. You agree to consult with any tax consultants you think advisable in
\nconnection with your Restricted Stock and acknowledge that you are not relying,
\nand will not rely, on Walmart for any tax advice. Please see Section 9.F.
\nregarding Section 83(b) elections.<\/p>\n

C. Whenever any Restricted Stock becomes vested under the terms of this
\nAgreement, you must remit, on or prior to the due date thereof, the minimum
\namount necessary to satisfy all of the federal, state and local withholding
\n(including FICA) tax requirements imposed on Walmart (or the Affiliate that
\nemploys you) relating to your Shares. The Committee may require you to satisfy
\nthese minimum withholding tax obligations by any (or a combination) of the
\nfollowing means: (i) a cash, check, or wire transfer; (ii) authorizing Walmart
\nto withhold from the Shares otherwise deliverable to you as a result of the
\nvesting of the Restricted Stock, a number of Shares having a Fair Market Value,
\nas of the date the withholding tax obligation arises, less than or equal to the
\namount of the withholding obligation; or (iii) in unencumbered shares of Walmart
\ncommon stock, which have been held for at least six months.<\/p>\n

\n

8. Restricted Stock Not Transferable<\/u>. Neither Restricted Stock, nor
\nyour interest in the Restricted Stock, may be sold, conveyed, assigned,
\ntransferred, pledged or otherwise disposed of or encumbered at any time prior to
\nvesting applicable to any award of Restricted Stock issued in your name. Any
\nattempted action in violation of this paragraph shall be null, void, and without
\neffect.<\/p>\n

9. Other Provisions<\/u>.<\/p>\n

A. The value of the Shares under this Agreement will not be taken into
\naccount in computing the amount of your salary or other compensation for
\npurposes of determining any pension, retirement, death or other benefit under
\nany employee benefit plan of Walmart or any Affiliate, except to the extent such
\nplan or another agreement between you and Walmart specifically provides
\notherwise.<\/p>\n

B. Walmart may, without liability for its good faith actions, place legend
\nrestrictions upon the Restricted Stock or unrestricted Shares obtained upon
\nvesting of the Restricted Stock and issue “stop transfer” instructions requiring
\ncompliance with applicable securities laws and the terms of the Restricted
\nStock.<\/p>\n

C. Determinations regarding this Agreement (including, but not limited to
\nwhether an event has occurred resulting in the forfeiture of or vesting of
\nRestricted Stock) shall be made by the Committee in accordance with this
\nAgreement, and all determinations of the Committee shall be final and conclusive
\nand binding on all persons.<\/p>\n

D. Neither this Agreement nor the Plan creates any contract of employment,
\nand nothing in this Agreement or the Plan shall interfere with or limit in any
\nway the right of Walmart or an Affiliate to terminate your employment or service
\nat any time, nor confer upon you the right to continue in the employ of Walmart
\nand\/or Affiliate. Nothing in this Agreement or the Plan creates any fiduciary or
\nother duty to you owed by Walmart, any Affiliate, or any member of the Committee
\nexcept as expressly stated in this Agreement or the Plan.<\/p>\n

E. Walmart reserves the right to amend the Plan at any time. The Committee
\nreserves the right to amend this Agreement at any time.<\/p>\n

F. By accepting this award Agreement,<\/p>\n

1. You agree to provide any information reasonably requested from time to
\ntime, and<\/p>\n

2. You agree not to make an Internal Revenue Code Section 83(b) election with
\nrespect to this award of Restricted Stock.<\/p>\n

G. This Agreement shall be construed under the laws of the State of Delaware.\n<\/p>\n

\n

Grantee:<\/p>\n

I acknowledge having received, read and understood the Plan and this
\nAgreement. I accept the terms and conditions of my Restricted Stock award as set
\nforth in this Agreement, subject to the terms and conditions of the Plan<\/p>\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

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

Name (please print):<\/p>\n<\/td>\n

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

Agreed to and accepted this day of , 2010.<\/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":[9539,9546],"class_list":["post-40207","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__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40207","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=40207"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40207"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40207"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40207"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}