exhibit10a1312019






                                                                                                                                                                                                                                                                                    WALMART DEFERRED COMPENSATION MATCHING PLAN                                                                                         Amended and Restated Effective February 1, 2019                                                                                                                                                                                                                                                                      





 






                                TABLE OF CONTENTS                                                                           PAGE                                                                                  ARTICLE I. GENERAL ............................................................................................................... 1    1.1   Purpose. ........................................................................................................................... 1    1.2   Effective Date. ................................................................................................................ 1    1.3   Nature of Plan. ................................................................................................................ 1  ARTICLE II. DEFINITIONS ....................................................................................................... 1    2.1   Definitions....................................................................................................................... 1  ARTICLE III. DEFERRAL CREDITS AND MATCHING CONTRIBUTION CREDITS AND  ACCOUNT ALLOCATIONS ........................................................................................................ 6    3.1   Deferred Compensation. ................................................................................................. 6    3.2   Deferred MIP Bonuses. ................................................................................................... 8    3.3   Deferred Special Bonuses. .............................................................................................. 9    3.4   Employer Matching Contribution Credits. ................................................................... 10    3.5   Account Allocation Elections ....................................................................................... 11    3.6   Irrevocability of Deferral Elections and Account Allocation Elections. ...................... 12    3.7   Automatic Suspension of Deferral Elections. ............................................................... 13  ARTICLE IV. ACCOUNTS AND TIMING OF CREDITS TO ACCOUNTS ......................... 14    4.1   Nature of Accounts. ...................................................................................................... 14    4.2   Deferral Credits and Employer Matching Contribution Credits. .................................. 14    4.3   Valuation of Accounts. ................................................................................................. 14    4.4   Credited Earnings.......................................................................................................... 15  ARTICLE V. PAYMENT OF PLAN BENEFITS ...................................................................... 15    5.1   Scheduled In-Service Benefits. ..................................................................................... 15    5.2   Separation Benefits. ...................................................................................................... 15    5.3   Death Benefits. .............................................................................................................. 16    5.4   Form of Distribution. .................................................................................................... 18    5.5   Distributions for Unforeseeable Emergencies. ............................................................. 19      5.6     Distributions for Payment of Taxes............................................................20    5.7   Reductions Arising from a Participant’s Gross Misconduct......................................... 20  ARTICLE VI. ADMINISTRATION .......................................................................................... 21    6.1   General. ......................................................................................................................... 21    6.2   Allocation and Delegation of Duties. ............................................................................ 22  ARTICLE VII. CLAIMS PROCEDURE ................................................................................... 22    7.1   General. ......................................................................................................................... 22    7.2   Appeals Procedure. ....................................................................................................... 23  ARTICLE VIII. MISCELLANEOUS PROVISIONS ................................................................ 24    8.1   Amendment, Suspension or Termination of Plan. ........................................................ 24    8.2   Non-Alienability. .......................................................................................................... 24    8.3   Recovery of Overpayments........................................................................................... 24    8.4   No Employment Rights................................................................................................. 25    8.5   No Right to Bonus. ....................................................................................................... 25    8.6   Withholding and Employment Taxes. .......................................................................... 25    8.7   Income and Excise Taxes.............................................................................................. 25                                             





 






                 8.8   Successors and Assigns................................................................................................. 25  8.9   Governing Law. ............................................................................................................ 25                                                      - ii -  





 






                      WALMART DEFERRED COMPENSATION                               MATCHING PLAN                                                                           ARTICLE I.                                     GENERAL                                           1.1   Purpose.         The purpose of the Walmart Deferred Compensation Matching Plan is to enable certain  individuals  to  defer  compensation  and  to be  credited  with  matching allocations and  earnings.   The Plan is intended to reward such individuals for their contributions to the success of Walmart  and  its  Related  Affiliates.   The  Plan  is  also  intended  to  assist  such  individuals  in  saving  for  retirement by providing benefits that are in excess of benefits permitted by applicable law under  the 401(k) Plan.           1.2   Effective Date.         The effective date of the amended and restated Plan is February 1, 2019.      1.3   Nature of Plan.         The Plan is intended to be (and shall be administered as) an unfunded employee pension  plan  benefiting  a  select  group  of  management  or  highly  compensated  employees  under  the  provisions of ERISA.  The Plan shall be “unfunded” for tax purposes and for purposes of Title I  of ERISA.  Any and all payments under the Plan shall be made solely from the general assets of  Walmart.   A  Participant’s  interests  under  the  Plan  do  not  represent  or  create  a  claim  against  specific assets of Walmart or any Employer.  Nothing herein shall be deemed to create a trust of  any kind or create any fiduciary relationship between the Committee, Walmart or any Employer  and a Participant, the Participant’s beneficiary or any other person.  To the extent any person  acquires a right to receive payments from Walmart under this Plan, such right is no greater than  the  right  of  any  other  unsecured  general  creditor  of  Walmart.   The  Plan  is  intended  to  be  in  compliance  with  Code  Section  409A  and  shall  be  interpreted,  applied  and  administered  at  all  times in accordance with Code Section 409A and guidance issued thereunder.                                          ARTICLE II.                                   DEFINITIONS                                           2.1   Definitions.         Whenever used in this Plan, the following words and phrases have the meaning set forth  below unless the context plainly requires a different meaning:        (a)   Account means the bookkeeping account maintained under the Plan to reflect a              Participant’s  Deferral  Credits,  Matching  Contribution  Credits,  and  earnings              credited in accordance with Section 4.4.  A Participant’s “Account” shall consist              of  his  or  her  Deferral  Account,  and  his  or  her  Matching  Account.   A              Participant’s Deferral Account may be allocated among one or more Scheduled                                             





 






                       In-Service  Accounts  and  one  or  more  Retirement  Accounts  to  the  extent        authorized  hereunder  and  as  elected  or  deemed  elected  by  the  Participant  in        accordance  with  Section 3.5.   A  Participant’s  Matching  Account  will  be        allocated to either or both of the Participant’s Retirement Accounts as elected or        deemed elected by the Participant in accordance with Section 3.5.       (b)   Code means the Internal Revenue Code of 1986, as amended from time to time.   (c)   Committee  means  the  Compensation  and  Management  Development        Committee of the Board of Directors of Walmart.   (d)   Compensation means a Participant’s base compensation for a Plan Year with        respect to services rendered for an Employer.  Compensation includes, but is not        limited to, short-term disability payments made by an Employer.  Compensation        does not include military differential payments.   (e)   Deferral  Account means  the  bookkeeping  account  maintained  on  behalf  of  a        Participant to reflect his or her Deferral Credits.     (f)   Deferral  Credit means  the  amount  of  Deferred  Compensation  credited  to  a        Participant’s  Deferral  Account  in  accordance  with  Section  3.1,  the  amount  of        Deferred MIP Bonus credited to a Participant’s Deferral Account in accordance        with  Section  3.2,  and  the  amount  of  Deferred  Special  Bonus  credited  to  a        Participant’s Deferral Account in accordance with Section 3.3.   (g)   Deferred Compensation means the Compensation deferred by a Participant in        accordance with Section 3.1.   (h)   Deferred MIP Bonus means the amount deferred by a Participant in accordance        with Section 3.2 from bonuses payable to the Participant under the MIP.   (i)   Deferred  Special  Bonus means  the  amount  deferred  by  a  Participant  in        accordance with Section 3.3 from a Special Bonus payable to the Participant.   (j)   Disabled means the Participant has incurred a Separation from Service because        the  Participant,  as  determined  by  the  Committee  or  its  delegate,  is  unable  to        engage in any substantial gainful activity by reason of a medically determinable        physical or mental impairment which can be expected to result in death or can        be expected to last for a continuous period of not less than twelve (12) months.      (k)   Eligible Officer means an individual who is a corporate officer of an Employer,        and who holds the title of Vice President or above, Treasurer, Controller, or an        officer title of similar rank or other position as determined by the Committee.  In        no  event  will  any  individual  constitute  an  Eligible  Officer  if  he  or  she  is  not        subject to federal income tax withholding in the United States.  Notwithstanding        anything in the preceding provisions of this Section 2.1(k), Eligible Officer shall        exclude any individual who, pursuant to Walmart’s Global Assignment Policy,        is  seconded  to  an  Employer  and,  under  the terms  of  his  or  her  offer  or                                   - 2 -  





 






                       assignment letter, he or she is intended to remain on the home country’s benefit        and pension programs.  For purposes of this Plan, effective February 1, 2019, an        individual  shall  not  become  an  Eligible  Officer  prior  to  the  first  day  of  the        month  immediately  following  the  month  in  which  the  individual  would        otherwise satisfy the requirements of being an Eligible Officer.   (l)   Eligible Participant means with respect to a Plan Year an individual who either        (1) is an Eligible Officer, (2) is an employee of an Employer and who as of the        October  31  immediately  preceding  the  Plan Year  is  in  a Senior  Director  or        Senior Director equivalent position in Position Pay Range X8 or X9 or a Market        Manager position or Market Manager position equivalent in Position Pay Range        10F,  or  (3) is  an  employee  of  an  Employer  and  who  as  of  the  October  31        immediately preceding the Plan Year has an annual rate of base compensation        from the Employer that is equal to or greater than the annual compensation limit        in effect under Code Section 401(a)(17) (or under a comparable provision of the        Internal Revenue Code of the Commonwealth of Puerto Rico if the Participant is        an  eligible  participant  under  the  Walmart  Puerto  Rico  401(k)  Plan)  for  the        calendar year in which the Plan Year begins, or if such limit for such calendar        year  has  not  been  determined  as  of  such  October  31  then  such  annual        compensation limit as in effect for the calendar year that includes such October        31. For purposes of this Plan, effective February 1, 2019, an individual shall not        become an Eligible Participant prior to the first day of the month immediately        following  the  month  in  which  the  individual  would  otherwise  satisfy  the        requirements of being an Eligible Participant.    (m)   Employer means Walmart and any entity, whether or not incorporated, which is        a member of a controlled group of corporations, trades or businesses, as defined        in Code Sections 414(b) and 414(c), of which Walmart is a member, and which        has been designated by the Committee as a participating employer in the Plan.     (n)   Employer  Matching  Contribution  Credits means  the  amount  credited  to  a        Participant’s Matching Account pursuant to Section 3.4.   (o)   ERISA  means  the  Employee  Retirement  Income  Security  Act  of  1974,  as        amended from time to time.   (p)   Excess Compensation means for a Plan Year the excess, if any, of (1) the sum        of  (i)  the  Participant’s  base  compensation  for  the  Plan  Year  for  services        rendered  for  an  Employer,  and  (ii)  the  Participant’s  MIP  bonus  payable  with        respect to a performance period that coincides with the Plan Year or that ends        within  the  Plan  Year,  over  (2)  the  annual  compensation  limit  under  Code        Section  401(a)(17)  (or  under  a  comparable  provision  of  the  Internal  Revenue        Code  of  the  Commonwealth  of  Puerto  Rico  if  the  Participant  is an  eligible        participant  under  the  Walmart  Puerto  Rico  401(k)  Plan)  in  effect  for  the        calendar year in which the Plan Year begins.  For purposes of this paragraph, a        Participant’s base compensation and a Participant’s MIP bonus shall include the        cash  amounts  of  such  base  compensation  and  MIP  bonus  payable  to  the                                   - 3 -  





 






                       Participant regardless of whether the payment of any or all of such amounts to        the Participant is deferred or not made on account of (1) a deferral election by        the Participant under the 401(k) Plan, (2) a deferral election by the Participant        under this Plan, (3) a pre-tax contribution by the Participant under Code Section        125, (4) a pre-tax contribution by the Participant under Code Section 132(f)(4),        or (5) withholding for the payment of employment taxes or income taxes with        respect to the Participant.   (q)   401(k)  Plan means  the  Walmart  401(k)  Plan  and  the  Walmart  Puerto  Rico        401(k) Plan, as amended from time to time.   (r)   Gross Misconduct means conduct engaged in by the Participant which has been        deemed by the Committee or its delegate to be detrimental to the best interests        of  Walmart  or  any  Related  Affiliate  or  any  entity  in  which  Walmart  has  an        ownership  interest.   Examples  of  such  conduct  include,  without  limitation,        disclosure  of  confidential  information in  violation  of  Walmart’s  Statement  of        Ethics, theft, the commission of a felony or a crime involving moral turpitude,        gross misconduct or similar serious offenses.     (s)   Matching Account means the bookkeeping account maintained on behalf of a        Participant to reflect his or her Employer Matching Contribution Credits.   (t)   MIP means  the Walmart Inc.  Management  Incentive  Plan,  as  amended  from        time to time, without regard to any non-U.S. subplans.   (u)   Participant means  any  individual  for  whom  an  Account  is  maintained.   An        individual  will  cease  to  be  a  Participant  at  such  time  that  the  Participant’s        Account has been fully distributed or forfeited in accordance with the Plan.     (v)   Plan means  the  Walmart Deferred  Compensation  Matching Plan,  as  set  forth        herein, and as amended from time to time.   (w)   Plan Year means the twelve (12)-month period commencing on February 1 and        ending on January 31.       (x)   Related Affiliate means all persons with whom Walmart would be considered a        single employer under Code Sections 414(b) and 414(c), except that in applying        Code Sections 1563(a)(1), (2) and (3) for purposes of determining a controlled        group  of  corporations  under  Code  Section  414(b),  the  language  “at  least  50        percent” shall be used instead of “at least 80 percent” in each place it appears in        Code Sections  1563(a)(1),  (2)  and  (3),  and  in  applying  Treas.  Regs.  Sec.        1.414(c)-2  for  purposes  of  determining  a  controlled  group  of  trades  or        businesses under Code Section 414(c), the language “at least 50 percent” shall        be used instead of “at least 80 percent” in each place it appears in Treas. Regs.        Sec. 1.414(c)-2.     (y)   Retirement Account means a bookkeeping account maintained on behalf of a        Participant to which the Participant’s Deferral Account and Matching Account                                   - 4 -  





 






                       may be allocated pursuant to the election or deemed election of the Participant        in  accordance  with  Section  3.5.   The  number  of  Retirement  Accounts  a        Participant  may  have  under  the  Plan  at  any  time  shall  be  determined  by  the        Committee or its delegate.   (z)   Scheduled  In-Service  Account means  a  bookkeeping  account  maintained  on        behalf  of  a  Participant  to  which  the  Participant’s  Deferral  Account  may  be        allocated pursuant to the election of the Participant in accordance with Section        3.5.   The  number  of  Scheduled  In-Service  Accounts  a  Participant  may  have        under the Plan at any time shall be determined by the Committee or its delegate.     (aa)  Scheduled  Pay  Date means,  with  respect  to  each  Scheduled  In-Service        Account,  the  first  day  of  a  calendar  month  designated  by  the  Participant  in        accordance with Section 3.5.  In no event shall such date be earlier than the first        day of the second Plan Year beginning after the Plan Year for which Deferral        Credits are first allocated to such Scheduled In-Service Account.  Once selected,        the  Scheduled  Pay  Date  with  respect  to  any  Scheduled  In-Service  Account  is        irrevocable.   If  a  Participant  fails  to  designate  a  Scheduled  Pay  Date  with        respect  to  a  Scheduled  In-Service  Account,  then  the  Participant  is  deemed  to        have  designated  as  the  Scheduled  Pay  Date  for  such  Scheduled  In-Service        Account the first day of the second Plan Year beginning after the Plan Year for        which Deferral Credits are first allocated to such Scheduled In-Service Account.    (bb)  Separation  from Service means  the  Participant  has  a  termination  of        employment (other than on account of death) with the Company.  For purposes        of  this  paragraph,  “Company”  means  the  Employer  and  any  Related  Affiliate.         Whether a termination of employment has occurred shall be determined based        on  whether  the  facts  and  circumstances  indicate  the  Participant  and  the        Company reasonably anticipate that no further services will be performed by the        Participant  for  the  Company;  provided,  however,  that  a  Participant  shall  be        deemed to have a termination of employment if the level of services he or she        actually performs for the Company after a certain date permanently decreases to        no more than twenty percent (20%) of the average level of bona fide services        performed  for  the  Company  by  the  Participant  (whether  as  an  employee  or        independent contractor) over the immediately preceding 36-month period (or the        full  period  of  services  for  the  Company  if  the  Participant  has  been  providing        services  to  the  Company  for  less  than  36  months).   For  this  purpose,  a        Participant is not treated as having a Separation from Service while he or she is        on a military leave, sick leave, or other bona fide leave of absence, if the period        of  such  leave  does  not  exceed  six  (6)  months,  or  if  longer,  so  long  as  the        Participant has a right to reemployment with the Company under an applicable        statute or by contract.  This definition of Separation from Service is intended to        be consistent with the separation from service requirements as defined in Code        Section 409A.     (cc)  Separation Pay Date means the last day of the calendar month in which falls        the date that is six (6) months after a Participant’s Separation from Service.                                     - 5 -  





 






          (dd)  Special Bonus means a bonus, other than a bonus payable under the MIP, that is              payable to an Eligible Officer with respect to services rendered or to be rendered              for an Employer and that is eligible for deferral under the Plan either because              (1) the bonus is payable pursuant to an offer letter accepted in writing by the              Eligible  Officer  before  commencement  of  employment  and  that  specifically              refers to the deferability of the bonus by explicit reference to this Plan or (2) the              bonus  is  eligible  for  deferral  in  accordance  with  guidelines  established by  the              Committee, or by an officer to whom the Committee has delegated authority to              establish such guidelines, and the bonus requires as a condition of receipt of the              bonus and to avoid forfeiture of the bonus that the recipient continue to perform              services for the Employer for a period of at least thirteen (13) months after the              date he or she obtains the legally binding right to the bonus.           (ee)  Unforeseeable Emergency means a severe financial hardship to the Participant              resulting from an illness or accident of the Participant, the Participant’s spouse,              the Participant’s beneficiary, or the Participant’s dependent (as defined in Code              Section 152, without regard to subsections (b)(1), (b)(2) and (d)(1)(B)), the loss              of the Participant’s property due to casualty, or other similar extraordinary and              unforeseeable circumstances arising as a result of events beyond the control of              the Participant.           (ff)  Valuation Date means each day of the Plan Year.         (gg)  Walmart means Walmart Inc., a Delaware corporation.           (hh)  Years of Participation means a period of Plan Years which includes the first              Plan Year with respect to which an Eligible Participant makes a deferral election              in accordance with any one or more of Sections 3.1, 3.2 and 3.3 and an amount              is  credited  to  the  Participant’s  Account  with  respect  to  any  such  deferral              election,  and  each  subsequent  Plan  Year  during  all  or  part  of  which  the              Participant  remains  a  Participant.   In  addition  to  the  preceding  definition,  a              Participant’s  Years  of  Participation  shall  include  any  period  commencing              February 1 and ending January 31, whether before or after the effective date of              the Plan, during which or with respect to which an account is maintained for the              Participant under the Walmart Inc. Officer Deferred Compensation Plan, as such              plan may be amended from time to time.                                     ARTICLE III.        DEFERRAL CREDITS AND MATCHING CONTRIBUTION CREDITS AND                            ACCOUNT ALLOCATIONS                                           3.1 Deferred Compensation.         (a)   For  each  Plan  Year,  each  Eligible  Officer  may  elect  to  defer,  as  Deferred              Compensation,  all  or  a  portion  of  the  Eligible  Officer’s  Compensation  to  be              otherwise paid for such Plan Year by the Employer, provided, however, that no              election  shall  be  effective  to  reduce  amounts  paid  by  the Employer to  an                                         - 6 -  





 






                       Eligible  Officer  to  an  amount  which  is  less  than  the  sum  of  the  amount  the        Employer is required to withhold for a Plan Year for purposes of federal, state,        or local taxes (including, but not limited to, income and FICA withholding) or        for insurance premiums or other withholdings as allowed by Code Section 409A        .  The Eligible Officer’s Deferred Compensation will be deferred proratably for        each payroll period of the Plan Year.  If a payroll period begins in one Plan Year        and ends in the following Plan Year, the Deferred Compensation with respect to        such  payroll  period  shall  be  determined  by  the  Eligible  Officer’s  deferral        election made with respect to the Plan Year in which the payroll period ends.         All deferral elections made under this Section 3.1 must be filed with Walmart’s        Executive  Compensation department on  forms  (which  may  be  electronic)        approved by Executive Compensation.     (b)   Compensation deferral elections must be filed:         (1)   With  respect  to  an  individual  who  is  an  Eligible  Officer  as  of  the              December 31 preceding the Plan Year for which the deferral election is to              be effective, no later than such December 31; or         (2)   With respect to an individual who first becomes an Eligible Officer during              the  Plan  Year,  within  thirty  (30) days  following  the  first  date  he  or  she              becomes an Eligible Officer.  For purposes of this rule, an Eligible Officer              will be treated as first becoming an Eligible Officer during the Plan Year              only if:               (A)   he or she  was  not  eligible to  participate in  the Plan or any other                    plan  required  by  Code  Section  409A  to  be  aggregated  with  the                    Plan at any time during the twenty-four (24)-month period ending                    on  the  date  during  the  Plan  Year  he  or  she  becomes  an  Eligible                    Officer; or               (B)   he or she was paid all amounts previously due under the Plan and                    any  other  plan  required  by  Code  Section  409A  to  be  aggregated                    with the Plan and, on and before the date of the last such payment,                    was not eligible to continue to participate in the Plan and any other                    plan  required  by  Code  Section  409A  to  be  aggregated  with  the                    Plan for periods after such payment.                 A deferral election under this Section 3.1(b)(2) will be effective only with              respect  to  Compensation  for  payroll  periods  beginning  after  the  payroll              period  in  which  the  Eligible  Officer’s  election  form  (which  may  be              electronic) is received by Walmart’s Executive Compensation department.               In  addition,  a  deferral  election  under  this  Section  3.1(b)(2) will  be              effective only if the deferral election meets the requirements set forth in              Code Section 409A(a)(4)(B).                                     - 7 -  





 






          (c)   The Deferred Compensation of an Eligible Officer who elects to defer all or a              portion  of  the  Eligible  Officer’s  Compensation  under  this  Section  3.1  with              respect  to  a  Plan  Year  shall  be  credited  to  the  Eligible  Officer’s  Deferral              Account for such Plan Year and shall be allocated to a Retirement Account or to              a Scheduled In-Service Account in accordance with Section 3.5.       3.2 Deferred MIP Bonuses.         (a)   For each Plan Year, each Eligible Participant may elect to defer all or a portion              of the Eligible Participant’s bonus (if any) to be otherwise paid to the Eligible              Participant under the MIP with respect to a performance period under the MIP              that coincides with the Plan Year or that ends within the Plan Year; provided,              however,  an  Eligible  Participant  who  is  not  an  Eligible  Officer  may  elect  to              defer no more than eighty percent (80%) of the Eligible Participant’s MIP bonus              for a Plan Year.  No election under this Section 3.2 shall be effective to reduce              amounts paid by the Employer to an Eligible Participant to an amount which is              less than the sum of the amount the Employer is required to withhold for a Plan              Year for purposes of federal, state, or local taxes (including, but not limited to,              income and FICA withholding) or for insurance premiums or other withholdings              as allowed by Code Section 409A. All bonus deferral elections made under this              Section 3.2 must be filed with Walmart’s Executive Compensation department              on forms (which may be electronic) approved by Executive Compensation.           (b)   MIP bonus deferral elections must be filed:                (1)   No later than the December 31 (or such other date as determined by the                    Committee  or  its  delegate)  preceding  the  first  day  of  the  performance                    period for which the deferral election is to be effective.               (2)   If authorized by the Committee or its delegate with respect to an Eligible                    Participant,  and  if  the  MIP  bonus  constitutes  “performance-based                    compensation”  within  the  meaning  of  Code  Section  409A  based  on                    services  performed  over  a  performance  period  of  at  least  twelve  (12)                    months, and if the Eligible Participant has been continuously employed by                    an Employer or a Related Affiliate since the first day of the performance                    period, then no later than the earlier of (i) the date that is six months prior                    to  the  last  day  of  the  performance  period,  or  (ii) the  date  in  the                    performance period as of which the amount of the MIP bonus has become                    both substantially certain to be paid and calculable.               (3)   Solely with  respect to  an Eligible Officer who first becomes an Eligible                    Participant during the Plan Year, within thirty (30) days following the first                    date  he  or  she  becomes  an  Eligible  Participant,  as  described  in  Code                    Section 409A(a)(4)(B).  For purposes of this rule, an Eligible Officer will                    be treated as first becoming an Eligible Participant during the Plan Year                    only if:                                         - 8 -  





 






                      (A)   he or she  was  not  eligible to  participate in  the Plan or any other                          plan  required  by  Code  Section  409A  to  be  aggregated  with  the                          Plan at any time during the twenty-four (24)-month period ending                          on  the  date  during  the  Plan  Year  he  or  she becomes  an  Eligible                          Participant; or                     (B)   he or she was paid all amounts previously due under the Plan and                          any  other  plan  required  by  Code  Section  409A  to  be  aggregated                          with the Plan and, on and before the date of the last such payment,                          was not eligible to continue to participate in the Plan and any other                          plan  required  by  Code  Section  409A  to  be  aggregated  with  the                          Plan for periods after such payment.                       An  MIP  bonus  deferral  election  under  this  Section  3.2(b)(3)  will  be                    effective only with respect to an MIP bonus paid for services performed                    after  such  election.   For  this  purpose,  the  amount  of  the  MIP  bonus                    payable  to  the  Eligible  Officer  for  services  rendered  subsequent  to  the                    Eligible Officer’s election will be determined by multiplying the bonus by                    a  fraction, the  numerator  of  which  is  the  number  of  calendar  days                    remaining  in  the  performance  period  after  the  election  and  the                    denominator  of  which  is  the  total  number  of  calendar  days  in  such                    performance period.  For purposes of this Section 3.2(b)(3), the date of an                    Eligible Officer’s  election is  the date the executed election form (which                    may  be  electronic)  is  received  by Walmart’s Executive  Compensation                    department.         (c)   The Deferred MIP Bonus of an Eligible Participant who elects to defer all or a              portion  of  the  Eligible  Participant’s  MIP  bonus  under  this  Section  3.2  with              respect  to  a  performance  period  that  coincides  with  a  Plan  Year  or  that  ends              within  a  Plan  Year  shall  be  credited  to  the  Eligible  Participant’s  Deferral              Account for such Plan Year and shall be allocated to a Retirement Account or to              a Scheduled In-Service Account in accordance with Section 3.5.         3.3 Deferred Special Bonuses.         (a)   An Eligible Officer may elect to defer all or a portion of the Eligible Officer’s              Special Bonus to be otherwise paid to the Eligible Officer in a Plan Year.  All              Special Bonus deferral elections made under this Section 3.3 must be filed with              Walmart’s Executive  Compensation department on  forms  (which  may  be              electronic)  approved  by  Executive  Compensation.  No  election  under  this              Section  3.3 shall  be  effective  to  reduce  amounts  paid  by  the  Employer  to  an              Eligible Participant to an amount which is less than the sum of the amount the              Employer is required to withhold for a Plan Year for purposes of federal, state,              or local taxes (including, but not limited to, income and FICA withholding) for              insurance  premiums  or  other  withholdings  as  allowed  by  Code  Section              409A.For purposes of this Section 3.3, the date of an Eligible Officer’s election              is the date the executed election form (which may be electronic) is received by                                         - 9 -  





 






                Executive Compensation.  A deferral election is not permitted with respect to a              Special Bonus unless the Special Bonus is a type described in, and the deferral              election with respect to the Special Bonus satisfies the applicable conditions of,              Section 3.3(b) or Section 3.3(c).         (b)   A Special Bonus described in this Section 3.3(b) is one that: (1) requires as a              condition of receipt of the Special Bonus and to avoid forfeiture of the Special              Bonus that the Eligible Officer continue to perform services for a period of at              least  thirteen  (13)  months  after  the  date  he  or  she  obtains  the  legally  binding              right to the Special Bonus; (2) may not have an earlier vesting date for a good              reason termination or the Eligible Officer’s retirement; and (3) must otherwise              meet  the  qualifications  as  described  in  Code  Section  409A.   The  deferral              election with respect to a Special Bonus described in this Section 3.3(b) must be              filed within thirty (30) days after the Eligible Officer obtains the legally binding              right to the Special Bonus.           (c)   A Special Bonus described in this Section 3.3(c) is one payable pursuant to an              offer letter accepted in writing by an Eligible Officer before commencement of              employment and that specifically refers to the deferability of the Special Bonus              by explicit reference to the Plan.  The deferral election with respect to a Special              Bonus described in this Section 3.3(c) must be filed prior to the time the Eligible              Officer renders any services to the Employer, regardless of whether the deferral              election relates to all of the Special Bonus or a portion of the Special Bonus.          (d)   The Deferred Special Bonus of an Eligible Officer who elects to defer all or a              portion of the Eligible Officer’s Special Bonus under this Section 3.3 otherwise              payable in  a  Plan  Year  shall  be  credited  to  the  Eligible  Officer’s  Deferral              Account for such Plan Year and shall be allocated to a Retirement Account or to              a Scheduled In-Service Account in accordance with Section 3.5.       3.4 Employer Matching Contribution Credits.         (a)   If a Participant is employed by the Employer or any Related Affiliate on the last              day of the Plan Year and has not incurred a Separation from Service during that              Plan Year and if Deferral Credits have been made to the Participant’s Account              with respect to the Plan Year, then to the extent applicable under the following              provisions of this Section 3.4 an Employer Matching Contribution Credit will be              made  to  the  Participant’s  Matching  Account.   The  amount  of  the  Employer              Matching Contribution Credit, if any, made to a Participant’s Matching Account              for  the  Plan  Year  will  equal  the  total  amount  of  Deferred  Compensation  and              Deferred  MIP  Bonus  credited  to  the  Participant’s  Account  for  the  Plan  Year              under Section 3.1(c) and Section 3.2(c); provided, however, in no event shall the              Employer  Matching  Contribution  Credit  made  to  a  Participant’s  Matching              Account for a Plan Year exceed 6% of the Participant’s Excess Compensation              for such Plan Year.  Notwithstanding the preceding provisions of this  Section              3.4(a), an Employer Matching Contribution Credit for a Plan Year shall not be                                         - 10 -  





 






                made  with  respect  to  any  Deferral  Credits  for  the  Plan  Year  that  have  been              withdrawn in accordance with Section 5.5.         (b)   A  Participant  shall  become  vested  in  his  or  her  Matching  Account,  including              earnings  thereon,  if  the  Participant  has  completed  at  least  three  (3)  Years  of              Participation.   If  a  Participant  is  not  otherwise  vested  in  the  Participant’s              Matching  Account  under  the  preceding  sentence  of  this  Section  3.4(b),  the              Participant  will  become vested  in  the  Participant’s  Matching  Contribution              Account  if  the  Participant  dies  prior  to  the  Participant’s  Separation  from              Service,  or  if  the  Participant  is  Disabled.   Notwithstanding  any  provision              hereunder to the contrary, a Participant’s Matching Account shall be distributed              pursuant  to  Article  V  only  if  the  Participant  has  become  vested  in  the              Participant’s Matching Contribution Account under this Section 3.4(b) as of the              date of the Participant’s Separation from Service.     3.5 Account Allocation Elections         (a)   At  the  same  time  that  an  Eligible  Participant  makes  an  election  to  defer              Compensation,  an  MIP  bonus,  or  a  Special  Bonus  in  accordance  with  the              provisions  of  the  Plan,  the  Eligible  Participant  shall  also  make  an  election  to              allocate  the  amount  or  amounts subject  to  each  such  deferral  election  to  a              Retirement  Account  or  Accounts  or  to  a  Scheduled  In-Service  Account  or              Accounts.   In  addition  to  the  preceding  requirement,  at  the  same  time that  an              Eligible Participant makes an election to defer Compensation or an MIP bonus              in accordance with the provisions of this Plan, the Eligible Participant shall also              make  an  election  to  allocate  the  Employer  Matching  Contribution  Credits  (if              any) with respect to such Deferred Compensation or Deferred MIP Bonus to a              Retirement Account or Accounts.          (b)   At  the  time  of  an  Eligible  Participant’s  first  election  to  allocate  any  amount              subject  to  a  deferral  election  (regardless  of  whether  the  amount  is  Deferred              Compensation,  Deferred  MIP  Bonus,  Deferred  Special  Bonus  or  Employer              Matching Contribution Credit) to a Retirement Account, the Eligible Participant              shall  also  designate  the  form  of  distribution  with  respect  to  such  Retirement              Account.   The  form  of  distribution  must  be  a  form  permitted  under  Section              5.4(a).           (c)   At  the  time  of  an Eligible  Participant’s  first  election  to  allocate  any  amount              subject  to  a  deferral  election  (regardless  of  whether  the  amount  is  Deferred              Compensation, Deferred MIP Bonus or Deferred Special Bonus) to a Scheduled              In-Service Account, the Eligible Participant shall also designate the Scheduled              Pay Date with respect to such Scheduled In-Service Account.         (d)   If  at  the  time  of  an  Eligible  Participant’s  deferral  election  under  the  Plan  the              Eligible Participant fails  to make an account allocation election under Section              3.5(a), then the amount subject to such deferral election shall be allocated in the              same  manner  as  the  same  category  of  deferred  amounts  (meaning  either                                         - 11 -  





 






                Deferred  Compensation,  Deferred  MIP  Bonus,  Deferred  Special  Bonus  or              Employer  Matching  Contribution  Credits)  were  allocated  for  the  most  recent              preceding  Plan  Year  for  which  the  Eligible  Participant  made  an  allocation              election,  but  if  none  then  to  the  Eligible  Participant’s  Retirement  Account  if              there is only one, or equally to the Eligible Participant’s Retirement Accounts if              the  Eligible  Participant  has  more  than  one  Retirement  Accounts,  but  if  the              Eligible Participant has no Retirement Account then the amount subject to such              deferral  election  shall  be  allocated  to  a  Retirement  Account  deemed  to  be              elected  by  the  Participant  with  a  lump  sum  form  of  payment,  and  such              Retirement  Account  shall  be  one  of  the  Participant’s  permitted  Retirement              Accounts under the Plan.     3.6 Irrevocability of Deferral Elections and Account Allocation Elections.         (a)   Except  as  otherwise provided  herein,  once  made  for  a  Plan  Year,  a  deferral              election or  elections  under  Sections 3.1(b)(1), 3.2(b)(1)  and  3.2(b)(2), and  the              corresponding  account  allocation  election  or  elections  under  Section  3.5,  may              not be revoked, changed or modified after the applicable deferral election filing              deadline specified in Sections 3.1(b)(1), 3.2(b)(1), and 3.2(b)(2), and a deferral              election or elections under Sections 3.1(b)(2), 3.2(b)(3), 3.3(b) and 3.3(c), and              the  corresponding  account  allocation  election  or  elections  under  Section  3.5,              may not be revoked, changed or modified after the date of each such  deferral              election  as  provided  in  Sections  3.1(b)(2),  3.2(b)(3),  3.3(b)  and  3.3(c).   A              deferral election for one Plan Year will not automatically be given effect for a              subsequent Plan Year, so that if a deferral is desired for a subsequent Plan Year,              a separate election must be made by the Eligible Participant.           (b)   In the event an Eligible Officer has a Separation from Service for any reason,              then his or her deferral election under Section 3.1 will terminate as of the date of              such  Separation  from  Service  (but  will  be  effective  with  respect  to  the  last              regular  paycheck  issued  to  such  Eligible  Officer),  regardless  of  whether  the              Eligible Officer continues to receive Compensation, or other remuneration, from              any  Employer  or  Related  Affiliate  thereafter.   If  an  Eligible  Officer  has  a              Separation  from  Service  for  any  reason  and  is  rehired  (whether  or  not  as  an              Eligible Officer) within the same Plan Year, his or her deferral election, if any,              under Section 3.1 shall be automatically reinstated and shall remain in effect for              the remainder of such Plan Year.         (c)   In  the  event  an  Eligible  Participant  has  a  Separation  from  Service  for  any              reason, then his or her deferral elections, if any, under Sections 3.2 and 3.3 will              remain in effect with respect to the bonus, if any, subject to any such deferral              election.  If an Eligible Participant has a Separation from Service for any reason              and is rehired (whether or not as an Eligible Participant) within the same Plan              Year or the same performance period, his or her deferral elections, if any, under              Sections  3.2  and  3.3  will  remain  in  effect  with  respect  to  the  bonus,  if  any,              subject to any such deferral elections.                                           - 12 -  





 






          (d)   In the event an Eligible Participant who is an Eligible Officer ceases to be an              Eligible Officer (other than on account of a Separation from Service) during any              Plan Year, then his or her Compensation deferral election, if any, under Section              3.1 will terminate as of the next following January 31.  In addition, in the event              the  Compensation  of  such  individual  is  reduced  as  a  result  of  the  change  in              status, his or her deferral election following such loss and through the date of              termination of such election as provided in the preceding sentence will be pro              rated based on his or her new level of Compensation.          (e)   In the event an Eligible Officer receives Company-paid short term disability              payments and the Compensation of such individual is reduced as a result of the              short term disability status, then following such reduction in Compensation his or              her Compensation deferral election, if any, under Section 3.1 will be pro rated              based on his or her new level of Compensation through the date of termination of              such election.         (f)   In  the  event  an Eligible  Participant  ceases  to  be  an  Eligible  Participant  (other              than on account of a Separation from Service) during any Plan Year, then his or              her  bonus  deferral  election,  if  any,  under  Section  3.2  will  terminate  for  any              performance period beginning in the calendar year following the year of the loss              of Eligible Participant status.         (e)   In the event an Eligible Participant who is an Eligible Officer ceases to be an              Eligible Officer (other than on account of Separation from Service) during any              Plan Year, then his or her bonus deferral election, if any, under Section 3.3 will              remain in effect.         (f)   Notwithstanding anything herein to the contrary, in the event an Eligible Officer              goes on an unpaid leave of absence, his or her Compensation deferral election, if              any, under Section 3.1 shall automatically cease when he or she commences the              unpaid leave of absence; provided, however, that if he or she returns from the              unpaid  leave  of  absence  during  the  same  Plan  Year,  his  or  her  Compensation              deferral election under Section 3.1 shall automatically resume immediately upon              return from the leave of absence and shall continue in effect for the balance of              the  Plan  Year.   An  Eligible  Officer’s  Compensation  deferral  election  under              Section 3.1, if any, shall remain in effect with respect to any Compensation to              which  such  election  applies  that  is  paid  while  on  a  leave  of  absence.   An              Eligible Participant’s deferral election under Sections 3.2 or 3.3, if any, shall not              be affected by his or her leave of absence.     3.7   Automatic Suspension of Deferral Elections.         (a)   In the event a Participant receives a distribution from the Walmart 401(k) Plan              (or  any  other  plan  or  successor  plan  sponsored  by  Walmart  or  any  Related              Affiliate)  on  account  of  hardship,  which  distribution  is  made  pursuant  to              Treasury  Regulations  Section  1.401(k)-1(d)(3)  and  requires  suspension  of              deferrals under other arrangements such as this Plan, the Participant’s deferral                                         - 13 -  





 






                elections  under  Sections  3.1,  3.2  and  3.3,  if  any,  pursuant  to  which  deferrals              would otherwise be made during the six (6)-month period following the date of              the distribution from the Walmart 401(k) Plan shall be cancelled.           (b)   In the event a Participant requests a distribution pursuant to Section 5.5 due to              an  Unforeseeable  Emergency,  or  the  Participant  requests a  cancellation  of              deferrals  under  the  Plan  in  order  to  alleviate  his  or  her  Unforeseeable              Emergency, and the Committee or its delegate determines that the Participant’s              Unforeseeable  Emergency  may  be  relieved  through  the  cessation  of  deferrals              under  the  Plan,  some  or  all  the  Participant’s  deferral  elections  under  Sections              3.1, 3.2 and 3.3, if any, for such Plan Year as determined by the Committee or              its delegate, shall be cancelled as soon as administratively practicable following              such determination by the Committee or its delegate.                                     ARTICLE IV.               ACCOUNTS AND TIMING OF CREDITS TO ACCOUNTS           4.1   Nature of Accounts.         Each Participant’s Account will be used solely as a measuring device to determine the  amount to be paid a Participant under this Plan.  The Accounts do not constitute, nor will they be  treated  as,  property  or  a  trust  fund  of  any  kind.   All  amounts  at  any  time  attributable  to  a  Participant’s Account will be, and remain, the sole property of Walmart.  A Participant’s rights  hereunder  are  limited  to  the  right  to  receive  Plan  benefits  as  provided  herein.   The  Plan  represents an unsecured promise by Walmart to pay the benefits provided by the Plan.   4.2 Deferral Credits and Employer Matching Contribution Credits.         Deferral Credits  and Employer Matching Contribution  Credits  will be  credited to  each  Participant’s Account as follows:                (a)   Deferred Compensation will be credited to the Participant’s Deferral Account as              soon  as  practicable  after  the  date  such  Compensation  would  have  otherwise              been paid in cash.         (b)   Deferred  MIP  Bonuses  and Deferred  Special  Bonuses  will  be  credited  to  the              Participant’s  Deferral  Account as soon  as  practicable  after the  date  the  bonus              could have otherwise been paid in cash.         (c)   Employer Matching Contribution Credits for a Plan Year will be credited to the              Participant’s Matching Account as of the last day of the Plan Year.          A Participant’s Account, including earnings credited thereto, will be maintained by the  Committee until the Participant’s Plan benefits have been paid in full.   4.3 Valuation of Accounts.                                         - 14 -  





 






          Each Participant’s Account will be valued daily as of each Valuation Date.     4.4 Credited Earnings.         (a)   Every  Valuation  Date  during  a  Plan  Year,  a  Participant’s  Account  will  be              credited with an equivalent of a daily rate of simple interest based on the yield              on United States Treasury securities (not indexed for inflation) with a constant              maturity of ten (10) years, as of the first business day of January preceding such              Plan  Year,  plus  two hundred  seventy  (270)  basis  points.   This  rate  shall  be              determined  on  the  basis  of  Federal Reserve  Statistical  Release  H-15  (or  any              successor  statistical  release  of  the  Federal  Reserve)  and,  if  there  is  no  such              statistical  release,  on  the  basis  of  such  other  generally  recognized  source  of              information concerning the market for United States Treasury securities as the              Committee selects.                                         ARTICLE V.                           PAYMENT OF PLAN BENEFITS                                           5.1 Scheduled In-Service Benefits.         (a)   In-Service Benefits. Each of a Participant’s Scheduled In-Service Accounts will              be  distributed  in  a  lump  sum  within  the  90-day  period  commencing  on  the              Scheduled  Pay  Date  applicable  to  such  Scheduled  In-Service  Account.   The              lump sum amount will be the value of the applicable Participant’s Scheduled In-             Service Account as of the Scheduled Pay Date.           (b)   Intervening  Separation  or  Death.   Notwithstanding  the preceding,  should  an              event occur prior  to  the  Scheduled  Pay  Date  of  any  Scheduled  In-Service              Account that would trigger a distribution under Section 5.2 or 5.3 earlier than              the Scheduled Pay Date, such Scheduled In-Service Account or Accounts shall              be distributed in accordance with Section 5.2 or 5.3, as applicable, and not in              accordance with Section 5.1(a).   5.2 Separation Benefits.         (a)   Separation Benefits.  In the event of a Participant’s Separation from Service, the              Participant’s Scheduled In-Service Accounts will be distributed in a lump sum              under  Section  5.2(b)  and  the  Participant’s  Retirement  Accounts  will  be              distributed  in  one  of  the  forms  provided  in  Section  5.2(b)  or  5.2(c)  below  in              accordance  with  the  Participant’s  distribution  election  given  effect  under  the              provisions of Section 5.4 with respect to each such Retirement Account.          (b)   Lump Sum Distributions.                 (1)   Any lump sum to be paid under this Section 5.2(b) shall be paid within the                    90-day period commencing on the Participant’s Separation Pay Date.                                           - 15 -  





 






                (2)   The lump sum amount will be the value of the Participant’s Account, or                    Retirement  Account,  as  applicable,  as  of  the  last  day  of  the  month                    preceding the date of the distribution.             (c)   Installment Distributions.                 (1)   If a Participant’s Retirement Account  is  to  be distributed in  the form  of                    annual installments, the first such installment shall be made within the 90-                   day period commencing on the first January 31 following the Participant’s                    Separation  from  Service;  provided,  however,  that  if  such  January  31  is                    earlier  than  the Participant’s  Separation  Pay  Date,  the  first  such                    installment  shall  be  made  within  the  90-day  period  commencing  on  the                    Participant’s Separation Pay Date. Subsequent installments shall be made                    within  the  90-day  period  commencing  on  each  successive  January 31,                    until the Participant’s benefits under such Account are distributed in full.                 (2)   The Plan benefits will be paid in equal annual installments in an amount                    which  would  fully  amortize  a  loan  equal  to  the  lump  sum  value  of  the                    Participant’s Retirement Account determined in accordance with Section                    5.2(b)(2)  (using  as  the  distribution  date  the  date of  the  first  installment)                    over the installment period, with interest calculated at the per annum rate                    in  effect  for  the  Plan  Year  in  which  the  Participant’s  Separation  from                    Service occurs.     5.3   Death Benefits.         (a)   General.   In the event of the Participant’s death before incurring  a Separation              from  Service  or  before  commencement  of  benefits,  the  Participant’s  Account              will be distributed in one of the forms provided in Section 5.3(b) or 5.3(c) below              in accordance with the Participant’s distribution election given effect under the              provisions of Section 5.4 below.                 A  Participant  may  elect  only  one  form  of  payment  under  the  Plan  for  all              beneficiaries (at any level).  If the Participant fails to make an effective election as              provided  in  Section  5.4  below,  the  Participant  will  be  deemed  to  have  elected              distribution in a lump sum under Section 5.3(b) for all beneficiary levels.            (b)   Lump Sum Distributions.               (1)   Any lump sum to be paid under this Section 5.3(b) shall be paid within the                    90-day  period  commencing  on  the  last  day  of  the  month  in  which  the                    Participant’s death occurs.                (2)   The lump sum amount will be the value of the Participant’s Account as of                    the last day of the month preceding the date of distribution.           (c)   Installment Distributions.                                         - 16 -  





 






                       (1)   If  the  Participant’s  Account  is  to  be  distributed  in  the  form  of  annual              installments,  the  first  such  installment  shall  be  made  within  the  90-day              period  commencing  on  the  first  January  31  coincident  with  or next              following the Participant’s death.  Subsequent installments will be made              during  the  90-day  period  commencing  on  each  successive  January  31,              until the Participant’s benefits are distributed in full.           (2)   The Plan benefits will be paid in equal annual installments in an amount              which  would  fully  amortize  a  loan  equal  to  the  lump  sum  value  of  the              Participant’s  Account  determined  in  accordance  with  Section  5.3(b)(2)              (using  as  the  distribution  date  the  date  of  the  first  installment)  over  the              installment period, with interest calculated at the per annum rate in effect              for the Plan Year in which the Participant’s death occurs.     (d)   Death After Commencement of Installments.  Notwithstanding the preceding, in        the event of a Participant’s death after installment payments to the Participant        have commenced, such installment payments shall continue to be made to the        Participant’s  designated  beneficiary  in  the  same  manner  as  they  were  being        distributed to the Participant prior to his or her death, provided, however, that if        the Participant’s distribution election applicable to Section 5.3(a) is a lump sum        payment,  the  Participant’s  remaining  installments  will  be  distributed  in  lump        sum  to  the  Participant’s  designated  beneficiary  within  the  90-day  period        commencing  on  the  last  day  of  the  month  in  which  the  Participant’s  death        occurs.   (e)   Designation  of  Beneficiary.   A  Participant  may,  by  written  or  electronic        instrument delivered to the Committee in the form prescribed by the Committee,        designate primary and contingent beneficiaries (which may be a trust or trusts)        to receive any benefit payments which may be payable under this Plan following        the  Participant’s  death,  and  may  designate  the  proportions  in  which  such        beneficiaries  are  to  receive  such  payments.   A  Participant  may  change  such        designation from time to time and the last designation filed with the Committee        in accordance with its procedures prior to the Participant’s death will control.  In        the  event  no  beneficiary  is  designated,  or  if  all  designated  beneficiaries        predecease the Participant, payment shall be payable to the following “default”        beneficiaries  of  the  Participant  in  the  following  order  of  priority:  (1)  the        Participant’s  surviving  spouse  known  to  the  Committee,  if  any;  (2)  the        Participant’s  living  children  known  to  the  Committee  in  equal  shares;  (3)  the        Participant’s  living  parents  known  to  the  Committee  in  equal  shares;  (4)  the        Participant’s surviving siblings known to the Committee in equal shares; or (5)        the  beneficiary’s  estate  for  distribution  in  accordance  with  the  terms  of  the        beneficiary’s last will and testament or as a court of competent jurisdiction shall        determine.    (f)   Death of Beneficiary.  In the event a beneficiary dies before full payment of the        Participant’s benefits under the Plan, benefits that would have been paid to such        beneficiary  shall  continue  in  the  same  form  in  equal  shares  to  the  remaining                                   - 17 -  





 






                beneficiaries  at  the  same  level  (i.e.,  primary,  contingent)  and,  if  none,  to  the              next level of beneficiaries.  If there are no beneficiaries at the next level, then              any remaining benefits shall be paid to the following “default” beneficiaries of              the last living beneficiary in the following order of priority: (1) the beneficiary’s              surviving  spouse  known  to  the  Committee, if  any;  (2)  the  beneficiary’s  living              children known to the Committee in equal shares; (3) the beneficiary’s surviving              parents known to the Committee in equal shares; (4) the beneficiary’s surviving              siblings known to the Committee in equal shares; or (5) the beneficiary’s estate              for distribution in accordance with the terms  of the beneficiary’s last will  and              testament or as a court of competent jurisdiction shall determine.     5.4   Form of Distribution.         (a)   Forms Available.  In the event of a Participant’s Separation from Service, or in              the event of a Participant’s death if the Participant dies prior to Separation from              Service, distribution of his or her Retirement Account or, in the event of death,              his or her Account, may be made, at the Participant’s election per this Section              5.4, in one of the following forms:               (1)   a lump sum;                (2)   subject  to  the  minimum  account  value  restriction  below,  substantially                    equal annual installments over a period not to exceed fifteen (15) years; or               (3)   solely with respect to distribution of the Participant’s Account in the event                    of death, partially a lump sum and, subject to the minimum account value                    restriction below, substantially equal annual installments over a period not                    to exceed fifteen (15) years;                 provided, however, that an installment election will be given effect only if, as of              the  date  on  which  any  lump  sum  payment  would  be  valued,  the  value  of  the              Participant’s  Retirement Account,  or, in  the event  of death,  Account,  is at  least              fifty thousand dollars ($50,000).  Any Participant whose Retirement Account, or              in  the  event  of  death,  Account,  is  valued  at  less  than  fifty thousand  dollars              ($50,000) as of the date on which any lump sum payment would be valued shall              be defaulted to a lump sum payment.             (b)   Subsequent Elections.  In accordance with the procedures and rules established              by the Company, a Participant may change his or her distribution election (or              deemed distribution election) with respect to his or her Retirement Account, or,              in  the  event  of  death,  his  or  her  Account,  per  this  Section  5.4  at  any  time  by              making a new election (referred to in this subsection as a “subsequent election”)              on  a  form  (which  may  be  electronic)  approved  by Walmart’s Executive              Compensation department and  filed  with  Executive  Compensation;  provided,              however,  that  such  subsequent  election  shall  be  subject  to  the  following              restrictions:                                           - 18 -  





 






                (1)   A subsequent election may not take effect until at least twelve (12) months                    after the date on which such subsequent election is made;               (2)   Payment or initial payment pursuant to a subsequent election may not be                    made earlier than five (5) years from the date such payment would have                    been  made  absent  the  subsequent  election  (but,  for  this  purpose,                    installment payments shall not commence until the first January 31 after                    such delay), unless the distribution is made on account of the Participant’s                    death;               (3)   A  subsequent  election  related  to  a  payment  must  be  made  not  less  than                    twelve (12) months before the date the payment is scheduled to be paid;               (4)   Payment of a Participant’s Retirement Account or, in the event of death,                    Account, pursuant to a subsequent election must be completed by the last                    day of the Plan Year which contains the twentieth (20th) anniversary of the                    Participant’s Separation Pay Date or the Participant’s death;                (5)   For  purposes  of  this  Section  5.4(b)  and  Code  Section  409A,  the                    entitlement to annual installment payments is treated as the entitlement to                    a single payment.               If  a  Participant’s  distribution  election  does  not  satisfy  the  requirements  of  this              Section 5.4(b), it will not be recognized or given effect by the Committee.  In that              event, distribution of the benefit will be made in accordance with the Participant’s              most  recent  distribution  election  which  does  satisfy  the  requirements  of  this              Section 5.4(b).             (c)   Filing  of  Election.   A  Participant’s  distribution  election  applicable  to  the              Participant’s Account in the event of the Participant’s death prior to Separation              from  Service,  and  a  Participant’s  distribution  election  with  respect  to  the              Participant’s Retirement Account or Retirement Accounts, and the Participant’s              Scheduled  Pay  Date  with  respect  to  the  Participant’s  Scheduled  In-Service              Accounts, must be filed with Executive Compensation on forms (which may be              electronic) prescribed by Executive Compensation.      5.5   Distributions for Unforeseeable Emergencies.         (a)   In the event of an Unforeseeable Emergency, the Committee or its delegate, in              its sole and absolute discretion and upon written application of a Participant or,              following  the  Participant’s  death,  the  beneficiary  to  whom  a  Participant’s              benefits are then being paid, or will be paid, pursuant to Section 5.3, may direct              immediate  distribution  of  all  or  a  portion  of  the  Participant’s  Account              (excluding  the  Participant’s  Matching  Account  and  related  earnings  if  the              Participant is not fully vested in his or her Matching Account).  The Committee              will permit distribution on account of an Unforeseeable Emergency only to the              extent  reasonably  necessary  to  satisfy  the  emergency  need,  plus  amounts              necessary  to  pay  federal,  state  or  local  income  taxes  and  penalties  reasonably                                         - 19 -  





 






                anticipated to result from the distribution, after taking into account the extent to              which such need is or may be relieved through reimbursement or compensation              by insurance, by liquidation of the Participant’s  or beneficiary’s assets (to the              extent  the  liquidation of  such  assets  would  not  itself  cause  severe  financial              hardship), or by cessation of deferrals under the Plan.  Any distribution under              this Section 5.5 shall first be made from the Participant’s Scheduled In-Service              Accounts  with  respect  to  Deferral  Credits made in the same Plan Year as the              Distribution  under  this  Section  5.5(a),  and  then  from  the  Participant’s              Retirement  Accounts  with  respect  to  Deferral  Credits  made  in  the  same  Plan              Year as the Distribution under this Section 5.5(a), and then proratably from the              remaining amount of the Participant’s Scheduled In-Service Accounts and then              proratably from the Participant’s Retirement Accounts.           (b)   Notwithstanding  anything  in  the  Plan  to  the  contrary,  if  Walmart  reasonably              anticipates that its deduction with respect to any distribution under this Section              5.5 that  occurs  prior  to  January  1,  2021 would  not  be  permitted  due  to  the              application  of  Code  Section  162(m);  such  payment  shall  be  suspended  to  the              extent  a  deduction  would  not  be  permitted  until  the  earliest date  at  which  it              reasonably  anticipates  that  the  deduction  of  such  distribution  would  not  be              barred  by  application  of  Code  Section  162(m);  provided,  however,  that  the              conditions of Section 5.5(a) are still satisfied as of such date.   5.6   Distributions for Payment of Taxes          Walmart’s  Senior  Vice  President  of  Global  Compensation,  or  any  successor  position,   may accelerate and pay a portion of a Participant’s Plan benefits in a lump sum equal to (a) the  Federal  Insurance  Contributions  Act  tax  imposed  on  Plan  benefits  and any income  tax  withholding  related  to  such  amounts,  as  well  as  (b)  any  state,  local  or  foreign  tax  obligations  arising  from  participation in  the Plan (and related withholding under Code Section 3401) that  apply to the amounts deferred under the Plan before such amount is paid or made available to the  Participant.            5.7   Reductions Arising from a Participant’s Gross Misconduct.         Notwithstanding  anything  herein  to  the  contrary,  a  Participant’s  Plan  benefits  are  contingent upon the Participant not engaging in  Gross Misconduct while employed with any  Employer  or  Related  Affiliate  or  any  entity  in  which  Walmart  has  an  ownership  interest,  or  during such additional period as provided in Walmart’s Statement of Ethics.  In the event the  Committee  determines  that  the  Participant  has  engaged  in  Gross  Misconduct  during  the  prescribed  period,  then  notwithstanding  any  provisions  hereunder  to  the  contrary:  (a)  the  Participant shall forfeit all Employer Matching Contribution Credits and credited Plan earnings  thereon;  (b)  earnings  credited  to  the  Participant’s  Deferral  Account  shall  be  recalculated  for  each  Plan  Year  to  reflect  the  amount  which  would  otherwise  have  been  credited  if  the  applicable per annum rate were fifty percent (50%) of the per annum rate in effect for such Plan  Year;  and  (c)  if  the  Participant  is  then  receiving  installment  payments,  any  remaining                                         - 20 -  





 






    installments shall be recalculated to reflect the amount which would otherwise have been paid  if the applicable per annum rate were fifty percent (50%) of the per annum rate in effect with  respect to  such installment payments.  Under no circumstances  will a  Participant forfeit any  portion of the Participant’s Deferred Compensation, Deferred MIP Bonus and Deferred Special  Bonus.  Any payments received hereunder by a Participant (or the Participant’s beneficiary) are  contingent  upon  the  Participant  not  engaging  (or  not  having  engaged)  in  Gross  Misconduct  while employed with any Employer or Related Affiliate or any entity in which Walmart has an  ownership  interest,  or  during  such  additional  period  as  provided  in  Walmart’s  Statement  of  Ethics.  If the Committee determines, after payment of amounts hereunder, that the Participant  has  engaged  in  Gross  Misconduct  during  the  prescribed  period,  the  Participant  (or  the  Participant’s  beneficiary)  shall  repay  to  Walmart  any  amount  in  excess  of  that  to  which  the  Participant is entitled under this Section 5.7.                                                              ARTICLE VI.                                ADMINISTRATION                                            6.1   General.         The  Committee  is  responsible  for  the  administration  of  the  Plan  and  is  granted  the  following rights and duties:         (a)   The  Committee  shall  have  the  exclusive  duty,  authority  and  discretion  to              interpret and construe the provisions of the Plan, to determine eligibility for and              the  amount  of  any  benefit  payable  under  the  Plan,  and  to  decide  any  dispute              which  may arise  regarding  the  rights  of  Participants  (or  their  beneficiaries)              under this Plan;         (b)   The  Committee  shall  have  the  authority  to  adopt,  alter,  and  repeal  such              administrative  rules,  regulations,  and  practices  governing  the  operation  of  the              Plan as it shall from time to time deem advisable;         (c)   The Committee may appoint a person or persons to act on behalf of, or to assist,              the  Committee  in  the  administration  of  the  Plan,  establishment  of  forms              (including electronic forms) desirable for Plan operation, and such other matters              as the Committee deems necessary or appropriate;         (d)   The decision of the Committee in matters pertaining to this Plan shall be final,              binding,  and  conclusive  upon  Walmart,  any  Related  Affiliate,  the  Participant,              the  Participant’s  beneficiary,  and  upon  any  person  affected  by  such  decision,              subject to the claims procedure set forth in Article VII; and                                         - 21 -  





 






          (e)   In  any  matter  relating  solely  to  a  Committee  member’s  individual  rights  or              benefits  under  this  Plan,  such  Committee  member  shall  not  participate  in  any              Committee proceeding pertaining to, or vote on, such matter.   6.2   Allocation and Delegation of Duties.         (a)   The  Committee  shall  have  the  authority  to  allocate,  from  time  to  time,  by              instrument  in  writing  filed  in  its  records,  all  or  any  part  of  its  respective              responsibilities under the Plan to one or more of its members as may be deemed              advisable, and in the same manner to revoke such allocation of responsibilities.               In the exercise of such allocated responsibilities, any action of the member to              whom responsibilities are allocated shall have the same force and effect for all              purposes  hereunder  as  if  such  action  had  been  taken  by  the  Committee.   The              Committee shall not be liable for any acts or omissions of such member.  The              member to whom responsibilities have been allocated shall periodically report to              the Committee concerning the discharge of the allocated responsibilities.           (b)   The  Committee  shall  have  the  authority  to  delegate,  from  time  to  time,  by              written instrument filed in its records, all or any part of its responsibilities under              the Plan to such person or persons as the Committee may deem advisable (and              may authorize such person to delegate such responsibilities to such other person              or persons as the Committee  shall authorize) and in the same manner to revoke              any such delegation of responsibility.  Any action of the delegate in the exercise              of  such  delegated  responsibilities  shall  have  the  same  force  and  effect  for  all              purposes  hereunder  as  if  such  action  had  been  taken  by  the  Committee.   The              Committee  shall  not  be  liable  for  any  acts  or  omissions  of  any  such  delegate.               The  delegate  shall  periodically  report  to  the  Committee  concerning  the              discharge of the delegated responsibilities.                                   ARTICLE VII.                               CLAIMS PROCEDURE                                            7.1   General.         Any  claim  for  benefits  under  the  Plan  must  be  filed  by  the  Participant  or  beneficiary  (“claimant”) in writing with the Committee or its delegate within one (1) year of the Participant’s  Separation  from  Service.   If  the  claim  is  not  filed  within  one  (1)  year  of  the  Participant’s  Separation from Service, neither the Plan nor any Employer nor any Related Affiliate shall have  any obligation to pay the benefit and the claimant shall have no further rights under the Plan.  If a  timely  claim  for  a  Plan  benefit  is  wholly  or  partially  denied,  notice  of  the  decision  will  be  furnished to the claimant by the Committee or its delegate within a reasonable period of time, not  to  exceed  sixty  (60)  days,  after  receipt  of  the  claim  by  the  Committee  or  its delegate,  unless  special circumstances require an extension of time for processing, in which case a decision will  be rendered within a reasonable period of time, but not later than one hundred twenty (120) days  after receipt.  Any claimant who is denied a claim for benefits will be furnished written notice  setting forth:                                         - 22 -  





 






          (a)   the specific reason or reasons for the denial;         (b)   specific reference to the pertinent Plan provision upon which the denial is based;         (c)   a  description  of  any  additional  material  or  information  necessary  for  the              claimant  to  perfect  the  claim and  an  explanation  of  why  such  material  or              information is necessary; and         (d)   an  explanation  of  the  Plan’s  claim  review  procedure,  including  the  claimant’s              right to bring a civil action under ERISA Section 502(a) following an adverse              determination on review.   7.2   Appeals Procedure.         To appeal a denial of a claim, a claimant or the claimant’s duly authorized representative:         (a)   may  request  a  review  by  written  application  to  the  Committee  not  later  than              sixty (60) days after receipt by the claimant of the written notification of denial              of a claim;          (b)   may review pertinent documents; and         (c)   may submit issues and comments in writing.         A decision on review of a denied claim will be made by the Committee not later than  sixty  (60)  days  after  receipt  of  a  request  for  review,  unless  special  circumstances  require  an  extension of time for processing, in which case a decision will be rendered within a reasonable  period of time, but not later than one hundred twenty (120) days after receipt of a request for  review.  The decision on review will be in writing and shall include:        (a)   the specific reason or reasons for the adverse determination;         (b)   specific  reference  to pertinent  Plan  provisions  on  which  the adverse              determination is based;         (c)   a  statement  that  the  claimant  is  entitled  to  receive,  upon  request  and  free  of              charge,  reasonable  access  to,  and  copies  of,  all  documents,  records,  and  other              information relevant to the claimant’s claim for benefits; and         (d)   a statement describing any voluntary appeal procedures offered by the Plan and              the claimant’s right to obtain the information about such procedures, as well as a              statement of the claimant’s right to bring an action under ERISA section 502(a).   7.3   Disability Claims.         Claims for disability benefits shall be determined under DOL Regulation section  2560.503-1 which is hereby incorporated by reference.                                                          - 23 -  





 






                                   ARTICLE VIII.                          MISCELLANEOUS PROVISIONS          8.1   Amendment, Suspension or Termination of Plan.         Walmart,  by  action  of  the  Committee,  reserves  the  right  to  amend,  suspend  or  to  terminate  the  Plan  in  any  manner  that  it  deems  advisable.Notwithstanding  the  preceding  sentence, the Plan may not be amended, suspended or terminated to cause a Participant to forfeit  the Participant’s then-existing Account.           Notwithstanding  the  preceding,  Walmart  may,  by  action  of  the  Committee  within  the  thirty  (30)  days  preceding  or  twelve  (12)  months  following  a  change  in  control  (within  the  meaning of Code Section 409A) of a relevant affiliate, partially terminate the Plan and distribute  benefits to all Participants involved in such change in control within twelve (12) months after  such  action,  provided  that  all  plans  sponsored  by  the  service  recipient  immediately  after  the  change in control (which are required to be aggregated with this Plan pursuant to Code Section  409A) are also terminated and liquidated with respect to each Participant involved in the change  in control.  Any action taken in this Section 8.1 will be done in accordance with Code Section  409A.    8.2   Non-Alienability.           No  interest  or  amounts  payable  under  the  Plan  may  be  subject  in  any  manner  to  anticipation,  alienation,  sale,  transfer,  assignment,  pledge,  encumbrance,  charge,  garnishment,  execution or levy of any kind, whether voluntary or involuntary.  Notwithstanding the preceding,  distribution may be made to the extent necessary to fulfill a domestic relations order as defined  in Code Section 414(p)(1)(B) and in accordance with procedures established by the Committee  from time to time; provided, however, that all such distributions shall be made in a single lump  sum payment.   8.3   Recovery of Overpayments.         In the event any payments under the Plan are made on account of a mistake of fact or  law,  the  recipient  shall  return  such  payment  or  overpayment  to  Walmart  as  requested  by  Walmart.                                         - 24 -  





 






             8.4   No Employment Rights.         Nothing contained herein shall be construed as conferring upon any Eligible Participant  or Participant the right to continue in the employ of any Employer or any Related Affiliate as an  officer or in any other capacity.     8.5   No Right to Bonus.         Nothing contained herein shall be construed as conferring upon the Participant the right  to receive a bonus from the MIP or any other bonus or award from any Employer or a Related  Affiliate.   A  Participant’s  entitlement  to  such  a  bonus  or  award  is  governed  solely  by  the  provisions of the MIP or such other plan or arrangement.   8.6   Withholding and Employment Taxes.         To the extent required by law, the Employer or a Related Affiliate will withhold from a  Participant’s  current  compensation  such  taxes  as  are  required  to  be  withheld  for  employment  taxes.  To the extent required by law, the Employer or a Related Affiliate will withhold from a  Participant’s  Plan  distributions  such  taxes  as  are  required  to  be  withheld  for  federal,  Puerto  Rican, state or local government income tax purposes.   8.7   Income and Excise Taxes.         The Participant (or the Participant’s Beneficiaries) is solely responsible for the payment  of  all  federal,  Puerto  Rican,  state  and  local  income  and  excise  taxes  resulting  from  the  Participant’s participation in this Plan.   8.8   Successors and Assigns.         The provisions of this Plan are binding upon and inure to the benefit of Walmart and each  other Employer, their successors and assigns, and the Participant, the Participant’s beneficiaries,  heirs, and legal representatives.   8.9   Governing Law.         This Plan shall be subject to and construed in accordance with the laws of the State of  Delaware to the extent not preempted by federal law.                                                         - 25 -