Home Depot, Inc. Sample Contracts

W I T N E S S E T H:
Participation Agreement • April 19th, 1999 • Home Depot Inc • Retail-lumber & other building materials dealers
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Indenture • May 24th, 2001 • Home Depot Inc • Retail-lumber & other building materials dealers • New York
1 EXHIBIT 1.1 THE HOME DEPOT, INC. 5 3/8% SENIOR NOTES DUE 2006 PURCHASE AGREEMENT
Purchase Agreement • May 24th, 2001 • Home Depot Inc • Retail-lumber & other building materials dealers • New York
THE HOME DEPOT, INC. 6 1/2% SENIOR NOTES DUE SEPTEMBER 15, 2004 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 29th, 1999 • Home Depot Inc • Retail-lumber & other building materials dealers • New York
EMPLOYMENT AGREEMENT BETWEEN FRANK L. FERNANDEZ AND THE HOME DEPOT, INC.
Employment Agreement • May 24th, 2001 • Home Depot Inc • Retail-lumber & other building materials dealers
THE HOME DEPOT, INC., as Company and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee Indenture Dated as of August 24, 2012
Indenture • August 29th, 2012 • Home Depot Inc • Retail-lumber & other building materials dealers • New York

THIS INDENTURE, dated as of August 24, 2012, among The Home Depot, Inc., a Delaware corporation (the “Company”) and Deutsche Bank Trust Company Americas, a New York banking corporation (the “Trustee”),

EMPLOYMENT AGREEMENT BETWEEN DENNIS M. DONOVAN AND THE HOME DEPOT, INC.
Employment Agreement • May 24th, 2001 • Home Depot Inc • Retail-lumber & other building materials dealers
1 EXHIBIT 4.2 THE HOME DEPOT, INC. 5 3/8% SENIOR NOTES DUE APRIL 1, 2006 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 24th, 2001 • Home Depot Inc • Retail-lumber & other building materials dealers • New York
among THE HOME DEPOT, INC., as Guarantor, HOME DEPOT U.S.A., INC., as Lessee,
Participation Agreement • April 19th, 1999 • Home Depot Inc • Retail-lumber & other building materials dealers
WITNESSETH:
Non-Competition Agreement • April 21st, 2003 • Home Depot Inc • Retail-lumber & other building materials dealers • Delaware
among THE HOME DEPOT, INC., as Guarantor,
Participation Agreement • April 19th, 1999 • Home Depot Inc • Retail-lumber & other building materials dealers
EXHIBIT 1.1 THE HOME DEPOT, INC. 5.20% Senior Notes due 2011 5.40% Senior Notes due 2016 Underwriting Agreement
Underwriting Agreement • March 23rd, 2006 • Home Depot Inc • Retail-lumber & other building materials dealers • New York
COMMERCIAL PAPER DEALER AGREEMENT [4(2) PROGRAM]
Commercial Paper Dealer Agreement • April 21st, 2003 • Home Depot Inc • Retail-lumber & other building materials dealers • New York
THE HOME DEPOT, INC. Underwriting Agreement
Underwriting Agreement • September 7th, 2017 • Home Depot Inc • Retail-lumber & other building materials dealers • New York

The Home Depot, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture (the “Indenture”) dated as of May 4, 2005 between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), as trustee (the “Trustee”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Final Prospectus or the documents constituting th

W I T N E S S E T H:
Master Modification Agreement • April 19th, 1999 • Home Depot Inc • Retail-lumber & other building materials dealers • Georgia
THE HOME DEPOT, INC. Underwriting Agreement
Underwriting Agreement • November 28th, 2023 • Home Depot, Inc. • Retail-lumber & other building materials dealers • New York

The Home Depot, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture (the “Indenture”) dated as of August 24, 2012 between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term “Representatives” as used herein shall mean you, as Underwriters, and the terms “Representatives” and “Underwriters” shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Final Prospectus or the documents constituting the Disclosure Package shall be deemed to refer to and

Floating Rate Notes due March 1, 2022
Underwriting Agreement • November 30th, 2018 • Home Depot Inc • Retail-lumber & other building materials dealers • New York

The Home Depot, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture (the “Indenture”) dated as of August 24, 2012 between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Final Prospectus or the documents constituting the Disclosure Package shall be deemed to refer to and includ

AGREEMENT
Benefits Agreement • April 23rd, 2001 • Home Depot Inc • Retail-lumber & other building materials dealers • Georgia
THE HOME DEPOT, INC. EQUITY AWARD AGREEMENT Executive Officers – U.S.
Equity Award Agreement • March 4th, 2019 • Home Depot Inc • Retail-lumber & other building materials dealers • Georgia

In recognition of the value of your continued service as a key employee, The Home Depot, Inc., a Delaware corporation, on and as of the date specified above (the “Grant Date”), hereby grants to you, an employee of The Home Depot, Inc. or one of its subsidiaries, affiliates or related entities (collectively the “Company”), pursuant to this Equity Award Agreement (this “Award Agreement”), an award (the “Award”) of non-qualified stock options (the “Option”) to purchase from the Company the above-stated number of shares of Common Stock at the price per share stated above (the “Option Price”), which Option will expire on the expiration date stated above (the “Expiration Date”), unless it expires earlier in accordance with the terms and conditions described below. In addition to the terms and conditions set forth herein, the Award is subject to and governed by the terms and conditions set forth in the Company’s Amended and Restated 2005 Omnibus Stock Incentive Plan (the “Plan”), a summary of

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THE HOME DEPOT, INC. EQUITY AWARD TERMS AND CONDITIONS AGREEMENT Executive Officers – U.S.
Equity Award Terms and Conditions Agreement • February 28th, 2023 • Home Depot, Inc. • Retail-lumber & other building materials dealers • Georgia

In recognition of the value of your continued service as a key employee, The Home Depot, Inc., a Delaware corporation, on and as of the date specified above (the “Grant Date”), hereby grants to you, an employee of The Home Depot, Inc. or one of its subsidiaries, affiliates, or related entities (collectively the “Company”), pursuant to this Equity Award Terms and Conditions Agreement (this “Award Agreement”), the following awards (individually referred to as the “Award” and collectively referred to as the “Awards”), a summary of which has been delivered to you:

THE HOME DEPOT, INC. EQUITY AWARD TERMS AND CONDITIONS AGREEMENT Executive Officers – U.S.
Equity Award Terms and Conditions Agreement • February 28th, 2023 • Home Depot, Inc. • Retail-lumber & other building materials dealers • Georgia

In recognition of the value of your continued service as a key employee, The Home Depot, Inc., a Delaware corporation, on and as of the date specified above (the “Grant Date”), hereby grants to you, an employee of The Home Depot, Inc. or one of its subsidiaries, affiliates, or related entities (collectively the “Company”), pursuant to this Equity Award Terms and Conditions Agreement (this “Award Agreement”), the following awards (individually referred to as the “Award” and collectively referred to as the “Awards”), a summary of which has been delivered to you:

THE HOME DEPOT, INC. EQUITY AWARD AGREEMENT Executive Officers – U.S.
Equity Award Agreement • March 4th, 2019 • Home Depot Inc • Retail-lumber & other building materials dealers • Georgia

In recognition of the value of your continued service as a key employee, The Home Depot, Inc., a Delaware corporation, on and as of the date specified above (the “Grant Date”), hereby grants to you, an employee of The Home Depot, Inc. or one of its subsidiaries, affiliates or related entities (collectively the “Company”), pursuant to this Equity Award Agreement (this “Award Agreement”), the following award (the “Award”) of performance shares (the “Performance Shares”) of up to 200% the above-stated Target Award, which may be earned in accordance with the performance vesting and other terms and conditions described below. In addition to the terms and conditions set forth herein, the Award is subject to and governed by the terms and conditions set forth in the Company’s Amended and Restated 2005 Omnibus Stock Incentive Plan (the “Plan”), a summary of which has been delivered to you, and the Plan is incorporated herein by reference. Unless defined in the Award Agreement or the context oth

THE HOME DEPOT, INC. EQUITY AWARD AGREEMENT Executive Officers – U.S.
Equity Award Agreement • March 4th, 2019 • Home Depot Inc • Retail-lumber & other building materials dealers • Georgia

In recognition of the value of your continued service as a key employee, The Home Depot, Inc., a Delaware corporation, on and as of the date specified above (the “Grant Date”), hereby grants to you, an employee of The Home Depot, Inc. or one of its subsidiaries, affiliates or related entities (collectively the “Company”), pursuant to this Equity Award Agreement (this “Award Agreement”), a performance-based restricted stock award (the “Award”) of the above-stated number of shares of Common Stock (the “Restricted Shares”) subject to the terms and conditions described below. In addition to the terms and conditions set forth herein, the Award is subject to and governed by the terms and conditions set forth in the Company’s Amended and Restated 2005 Omnibus Stock Incentive Plan (the “Plan”), a summary of which has been delivered to you, and the Plan is incorporated herein by reference. Unless defined in the Award Agreement or the context otherwise requires, capitalized terms used in this Aw

THE HOME DEPOT, INC. Underwriting Agreement
Underwriting Agreement • March 30th, 2020 • Home Depot, Inc. • Retail-lumber & other building materials dealers • New York

The Home Depot, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture (the “Indenture”) dated as of May 4, 2005 between the Company and The Bank of New York Trust Company, N.A. (now The Bank of New York Mellon Trust Company, N.A.), as trustee (the “Trustee”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Final Prospectus or the documents constituting the Dis

THE HOME DEPOT, INC.
Underwriting Agreement • September 9th, 2021 • Home Depot, Inc. • Retail-lumber & other building materials dealers • New York

The Home Depot, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture (the “Indenture”) dated as of August 24, 2012 between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Final Prospectus or the documents constituting the Disclosure Package shall be deemed to refer to and includ

CREDIT AGREEMENT by and among THE HOME DEPOT, INC., as Borrower, LEHMAN COMMERCIAL PAPER INC., as Agent and as a Bank, and MERRILL LYNCH CAPITAL CORPORATION, as Syndication Agent and as a Bank and THE BANKS PARTY HERETO FROM TIME TO TIME August 28,...
Credit Agreement • August 31st, 2007 • Home Depot Inc • Retail-lumber & other building materials dealers • New York

LEHMAN COMMERCIAL PAPER INC., a banking corporation organized and existing under the laws of the State of New York, in its capacity as a Bank and as Agent for the Banks,

THE HOME DEPOT AGREES TO ACQUIRE U.S. HOME SYSTEMS
Merger Agreement • August 7th, 2012 • Home Depot Inc • Retail-lumber & other building materials dealers

DALLAS, TEXAS and ATLANTA, GEORGIA, August 7, 2012 — The Home Depot® and U.S. Home Systems, Inc. (“USHS”) today announced a definitive merger agreement for The Home Depot to acquire USHS. USHS, based in Irving, Texas, is currently an exclusive provider of kitchen and bath refacing products and services as well as closet and garage organizational systems to The Home Depot.

May 24, 2007
Strategic Alternatives Agreement • September 4th, 2007 • Home Depot Inc • Retail-lumber & other building materials dealers • Delaware

As you are aware, The Home Depot, Inc. (the “Company”) is exploring strategic alternatives with respect to HD Supply, Inc. and its subsidiaries, (“HDS,” which for purposes of this Agreement shall include its successors as provided in Section 14 hereof) and the businesses comprising the HDS financial reporting segment (together with HDS, the “HDS Business Segment”). As you know, such alternatives include the possibility of a sale of the HDS Business Segment to a third party (any sale to a third party of the companies/business divisions comprising the HDS Business Segment having aggregate annualized sales (as set forth in the HDS business plan for Fiscal 2007) of at least 70% of the aggregate annualized sales of the HDS Business Segment (as set forth in HDS business plan for Fiscal 2007), a “Sale,” it being understood that neither an initial public offering of some or all of the HDS Business Segment nor a spin-off to the Company’s shareholders of some or all of the companies/business div

3.75% Senior Notes due September 15, 2009
Indenture • September 17th, 2004 • Home Depot Inc • Retail-lumber & other building materials dealers • New York

THIS INDENTURE, dated as of September 16, 2004, among The Home Depot, Inc., a Delaware corporation (the "Company"), and The Bank of New York Trust Company, N.A. (the "Trustee"),

SEPARATION AGREEMENT & RELEASE
Separation Agreement • March 24th, 2016 • Home Depot Inc • Retail-lumber & other building materials dealers • Georgia

WHEREAS, subject to the terms herein, Company and Executive intend the terms and conditions of this Agreement to govern all issues related to Executive's employment and termination from Company and its subsidiaries and, except as otherwise expressly provided herein, is intended to supersede and replace the provisions set forth in any of the Executive’s employment letters; and

COMMITMENT LETTER
Commitment Letter • September 4th, 2007 • Home Depot Inc • Retail-lumber & other building materials dealers • New York

Default Rate Overdue amounts (including overdue interest) will bear interest at a rate equal to 2% per annum above the applicable rate.

AGREEMENT AND PLAN OF MERGER AMONG THE HOME DEPOT, INC., CORONADO ACQUISITION SUB INC. AND HD SUPPLY HOLDINGS, INC. Dated as of November 15, 2020
Merger Agreement • November 18th, 2020 • Home Depot, Inc. • Retail-lumber & other building materials dealers • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 15, 2020, among The Home Depot, Inc., a Delaware corporation (“Parent”), Coronado Acquisition Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and HD Supply Holdings, Inc., a Delaware corporation (the “Company”). Capitalized terms used in this Agreement and not defined where first used have the respective meanings ascribed to them in Annex A.

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