Exhibit

10.2




 




REVISED




 




February 5, 2002




 




 




Robert DeRodes




252 Smokerise Trace




Peachtree City, GA 30269




 




 




Dear Bob,




 




This will confirm The Home Depot, Inc.’s offer

and your acceptance of employment effective February 25, 2002 in the position

of Executive Vice President - Information Technology and Chief Information

Officer, reporting directly to me.  Your

initial base annual salary will be $550,000, payable in equal bi-weekly

installments.  Your first salary review

will be held in April of 2003, with salary reviews held annually thereafter.




 




In addition to your base salary, you will participate in the Management

Incentive Program which provides an annual incentive target of up to 100% of

your base salary, based upon achieving established goals.  We will guarantee a full incentive payment

of 100% of your base salary in the amount of $550,000, payable no later than

April 15, 2002, less bonus, if any, paid by your former employer for 2001.  Additionally, we will guarantee a full

incentive payment of 100% of your base salary for fiscal year 2002, payable

in  2003.  To be eligible for payment of any incentive, you must be employed

on the day on which the incentive is paid.




 




In addition to the compensation outlined above,

we will give you a cash payment of $150,000. 

 This will be payable to you in

July of 2002, to cover the estimated value of a restricted share grant that you

will forfeit with your previous employer.




 




You will also participate in the Long-Term

Incentive Plan (LTIP), which provides an incentive target of 75% of your base

salary.  This plan’s payout is based on

a three-year performance period and a new three-year performance period begins

every year.  Upon hire you will receive

the plan documents explaining this plan.




 




At the next meeting of The Home Depot, Inc.

Compensation Committee following the commencement of your employment, you will

receive a grant of 220,000 non-qualified stock options exercisable in

accordance with the 1997 Omnibus Stock Option Plan, a copy of which is enclosed

for your information.  Twenty-five

percent of the stock options will become exercisable on the second, third,

fourth, and fifth anniversaries of the grant date.  Expiration of all stock options will be the earlier of ten years

from the grant date or termination of employment.  The issuance of stock options is a continuing pattern in our

company; you will be reviewed in April 2003 for additional stock option grants

and in the years to come, beyond what is being offered in this letter.




 





























 




Also, at the next meeting of The Home Depot, Inc.

Compensation Committee following the commencement of your employment, you will

receive a grant of 70,000 shares of restricted stock in accordance with the

1997 Omnibus Stock Option Plan.  The

restrictions on 25,000 of the shares will lapse on each of the first and second

anniversaries of the grant date, the restrictions on 10,000 shares will lapse

on each of the third and forth anniversaries of the grant date, and the shares

will be yours, free and clear of restrictions.




 




In addition to the above stock option grant, you

will be eligible to participate in The Home Depot Employee Stock Purchase

Plan.  The plan affords you the

opportunity to purchase Home Depot stock at a 15% discount through payroll

deductions.  See the enclosed brochure

for a detailed explanation of the plan.




 




You will also be eligible to participate in The

Home Depot Nonqualified Deferred Compensation Program.  This plan affords you the opportunity to

defer up to fifty percent of your base salary and up to one hundred percent of

your annual management incentive payment into the plan.  Upon hire you will receive the plan document

explaining this plan.




 




The Home Depot offers an extensive benefits

program for our associates and their dependents.  The insurance coverages begin on your employment date with the

Company.  After one year of service, you

are also eligible to participate in The Home Depot FutureBuilder, a 401(k) and

Stock Ownership Plan.  For full details

on our various benefits, please review the enclosed benefits summary.




 




In addition to the standard benefits package for

salaried associates, as an officer of the Company, you will receive an

additional $250,000 Death Benefit Only insurance policy.  You are also able to participate in the

Supplemental Executive Choice Program. 

Under this program you will receive an annual supplemental benefit

allowance of $25,000.  This amount will

be grossed up for income tax purposes. 

You can use this annual allowance to purchase additional disability or

life insurance benefits, personal excess liability insurance, or you can use it

to reimburse yourself for financial services or health care expenses not

covered under our standard health plans. 

Additionally, you will be eligible to participate in a new leased car

program that we are in the process of implementing.  Upon hire you will receive your personalized Supplemental

Executive Choice Program package for enrollment in this plan.




 




Our standard vacation policy will be waived and you will be entitled to

five weeks of vacation during each anniversary year of employment with Home

Depot.  Should you leave the employment

of the Company at any time you will be paid for unused vacation strictly in

accordance with Home Depot’s standard vacation policy.




 




You agree that you shall not, without the prior

express written consent of an officer of the Company, engage in or have any

financial or other interests in, or render any service in any capacity to any

competitor or supplier of the Company during the course of your employment with

the Company.  Notwithstanding the

foregoing, you shall not be restricted from owning securities of corporations

listed on a national securities exchange or regularly traded by national

securities dealers, provided that such investment does not exceed 1% of the

market value of the outstanding securities of such corporation.  The provisions of this paragraph shall apply

to you and your immediate family.




 




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You have stated that you have not agreed to and

are not subject to any covenant not to compete with any prior employer.  You understand that it is not the intention

of Home Depot to receive or obtain any trade secrets of others.  Accordingly you agree that you will not

disclose or use during the period of your employment with Home Depot any

proprietary information or confidential information which you may have acquired

because of employment with an employer other than Home Depot.  Further, you agree that you will not bring

Home Depot any documents in any form containing proprietary or confidential

information from a prior employer.




 




In the event your employment with Home Depot is

terminated for any reason, you agree not to disclose any Home Depot proprietary

or confidential information to any future employer or third party or to take

copies in any form of any documents containing such information.




 




By accepting this offer you acknowledge that you

will be exposed to Company materials which are proprietary and confidential in

nature and/or which constitute trade secrets, and, further, that you will

receive training in the Company’s various merchandising, operations, financial,

and/or other business processes.  You

further acknowledge that such proprietary and confidential information, including

trade secrets and human resources and other business processes, are utilized by

the Company throughout the entire United States.  Consequently, you agree that you will not, for a period of

thirty-six (36) months subsequent to your termination from Home Depot,

regardless of the reason for the termination, enter into or maintain an

employment or contractual relationship, either directly or indirectly, with any

company or entity engaged in any way in a business that competes directly or

indirectly with Home Depot, its parents, subsidiaries, affiliates or related

entities (collectively referred to as the “Company”), in the United States

without the prior written consent of the Company.  Businesses that compete with the Company specifically include,

but are not limited to, the following entities and each of their subsidiaries

affiliates, assigns, or successors in interest: Lowe’s Companies, Inc.

(including, but not limited to, Eagle Hardware and Garden); Hechinger

Investment Company, Inc. (including, but not limited to, Home Quarters,

Hechinger, and Builder’s Square); Sears (including, but not limited to, Orchard

Supply and Hardware Company); Wal-Mart; Home Base, Inc; and Menard, Inc.




 




In the event you wish to enter into any

relationship or employment prior to the end of the above referenced thirty-six  (36) month period which may be covered by

the above non-compete provision, you agree to request written permission from

the Executive Vice President, Human Resources of the Company prior to entering

any such relationship or employment. The Company may approve or not approve of

the relationship or employment in its absolute discretion.




 




You agree that prior to the end of the thirty-six

(36) month period stated above that you will not directly or indirectly solicit

any person who is an employee of the Company to terminate his or her

relationship with the Company without prior written approval from the Executive

Vice President, Human Resources of the Company.




 




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If you accept Home Depot’s offer of employment,

and Home Depot notifies you of its intention to terminate your employment

involuntarily and without cause subsequent to your written acceptance of this

employment agreement, you will receive, in exchange for your execution of a

general release in a form acceptable to Home Depot’s legal counsel, twelve (12)

months base salary continuation, target incentive, and medical coverage during

the period of salary continuation.  In

this circumstance, all unvested stock options from the initial grant of 220,000

non-qualified stock options will vest immediately and all restrictions on the

initial grant of 70,000 shares of restricted stock shall lapse

immediately.  During the twelve (12)

months of salary continuation, outstanding options other than the initial grant

referenced above will continue to vest and restrictions on outstanding

restricted shares will continue to lapse. 

You will not receive any additional stock option or restricted stock

grants during the twelve (12) months salary continuation period.  You will have 90 days from the end of  the salary continuation period to exercise

any options that are vested at that time.




 




You will not be entitled to receive these

payments and benefits, or any other type of payment or benefit, if you

voluntarily resign from Home Depot, regardless of when or why you have resigned

from your employment.  You also are not

entitled to receive these payments or benefits, or any other type of payment or

benefit, if you terminated from Home Depot “for cause.”  Termination “for cause” includes, but is not

limited to, termination for:




•             Violation of the

Company’s Respect Policy




•             Harassment of or

discrimination against associates, customers, or vendors




•             Unethical conduct

(including, but not limited to, accepting bribes, disclosure of confidential

information, etc.)




•             Falsification of

Company records or documents




•             Violation of the

Company’s Conflict of Interest policy




•             Theft




•             Failure to meet the

Company’s performance expectations or standards that are communicated to you

during your performance reviews.  In the

event the Company determines that you are not meeting its performance

expectations or standards, you will be notified of the specific performance

issues in writing and provided a reasonable period of time (not less than 90

days) to correct such issues




•             Failure to accept a

reassignment or restructured role within the Atlanta Metropolitan area,

provided the new role has an equivalent base salary,  maintains the Executive Vice President title and reports to the

Chief Executive Officer




•             Violation of the

Company’s Mutual Attraction policy




•             Violation of the

Company’s Substance Abuse policy




 




If you terminate your employment with Home Depot

for “good reason,” you will be entitled to the same benefits that you would be

entitled to if you were involuntarily terminated by the Company without cause,

subject to the same terms and conditions. 

“Good reason” shall mean, without your consent:




 




•             Your assignment or

restructured role outside the Atlanta Metropolitan area




•             Your assignment or

restructured role with a decrease in base salary




•             Your assignment to a

position other than Executive Vice President , or a position that does not

report to the Chief Executive Officer




 




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You must give at least 30 days written notice if

you wish to terminate your employment for good reason.




 




As a condition of employment, you must take and

pass a drug test.  A positive test will

result in the denial of your employment. 

Testing must be done within 48 hours from the receipt of this

letter.  Enclosed is information

regarding your test.




 




This employment agreement does not obligate the

Company to continue your employment for any specified period of time, subject

to the termination “without cause” and “good reason” provisions outlined above.




 




We are pleased to welcome you to the Home Depot

family.  I have enclosed a copy of this

letter for your records.  Please sign,

date and return the original to me.




 




 




Sincerely,




 




	

  /s/ Robert L. Nardelli


  	

   


  
	

   


  
	

  Robert L. Nardelli


  
	

  Chairman, President & CEO


  





 




Enclosures




 




pc:           Dennis

Donovan




                Carol

Tomé




                DeWayne

Truitt




 




 




I accept this offer of employment.




 




 




	

  /s/

  Robert DeRodes


  	

   


  	

  2/7/02


  	

   


  
	

  Robert

  DeRodes


  	

   


  	

  Date


  	

   


  





 




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