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    Exhibit 10.2    
    


[OFFICER] 


 
 

THE HOME DEPOT, INC.
  NONQUALIFIED STOCK OPTION    
    



	GRANTED TO: <NAME>	 	GRANT DATE: <GRANT DATE>	 	NUMBER OF SHARES OF THE HOME DEPOT, INC. COMMON STOCK: <OPTIONS GRANTED>	 	OPTION PRICE PER

SHARE: <OPTION PRICE>
	Social Security #: <SSN>	 	EXP. DATE: <EXPIRATION DATE>	 	 	 	 





THIS NONQUALIFIED STOCK OPTION IS GRANTED by The Home Depot, Inc. a Delaware corporation ("Company"), to
you, an employee of the Company or one of its subsidiaries, pursuant to the terms and conditions of the Company's 1997 Omnibus Stock Incentive Plan, as amended ("Plan"), a summary of which has been
delivered to you. The terms of the Plan are incorporated herein by this reference. The Company recognizes the value of your continued service as a key employee and has awarded you this nonqualified
stock option under the Plan, subject to the following terms and conditions: 



        1.     The
Company hereby grants you on and as of the date specified above ("Grant Date") a nonqualified stock option ("Option"), subject to the terms and conditions hereof and
of the Plan, to purchase from the Company the above-stated number of shares of the Company's Common Stock, $.05 par value, at the price per share stated above ("Option Price"), which Option shall
expire on the expiration date stated above ("Exp. Date"), unless it expires earlier in accordance with the terms hereof. 


        2.     The
Option shall be exercisable, pursuant to the terms of the Plan. The Option shall become exercisable in installments, as follows:  Twenty-five percent (25%) of the total number of shares subject to this
Option shall become exercisable on each of the  second, third, fourth and fifth anniversaries of the Grant Date.
 


        3.     Upon the termination of your employment (for any reason other than Retirement, death or permanent and total disability or Discharge for
Cause), or if your employment status changes to a non-salaried position or other position which the Company deems to be ineligible for this nonqualified stock option
award, Option shares that have not become exercisable as of the date of such event shall immediately lapse. Option shares that are exercisable as of the date of termination of
employment will lapse unless exercised within a period of three (3) months of the date of termination of employment. Upon the termination of your employment upon Retirement, all stock options
that are not exercisable as of the date of your Retirement shall continue to vest according to the schedule set forth in Paragraph 2 and all stock options shall remain exercisable until the
Exp. Date; provided, however, that if after reaching Retirement you become directly or indirectly employed by a Competitor, all unvested options shall immediately lapse. "Retirement" means employment
termination upon attainment of age 60 with at least five (5) years of continuous service with the Company and its subsidiaries. "Competitor" means any company or entity engaged in any way in a
business that competes directly or indirectly with the Company, its parents, subsidiaries, affiliates or related entities. Upon the termination of your employment by reason of death or permanent and
total disability, all Option shares shall immediately become fully exercisable as of the date of termination and shall lapse unless exercised within a period of one (1) year from the date of
termination. In no event shall the above time periods extend beyond the Exp. Date. In the event of Discharge for Cause, all Option shares, whether presently exercisable or not, shall immediately lapse
and become null and void on and as of the date of termination. "Discharge for Cause" means the termination from employment because of an event involving moral turpitude or dishonesty, a gross failure
or negligence on your part in performing your expected duties, a violation of the Company's substance abuse policies, or a willful misconduct or action by you that is damaging or detrimental to the
Company. A determination by the Company that a termination is a Discharge for Cause will be conclusive and binding.



        4.     All
unvested options shall vest immediately upon a Change of Control and shall remain exercisable until the Exp. Date. For purposes of this paragraph 4, "Change in
Control" means a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A under the Securities Exchange Act of 1934
("1934 Act") as in effect at the time of such change in control, provided that such a change in control shall be deemed to have occurred at such time as (i) any "person" (as that term is used
in Sections 13(d) and 14(d) (2) of the 1934 Act), is or becomes the "beneficial owner", directly or indirectly, of securities representing 20% or more of the combined voting power for election
of directors of the then outstanding 










securities
of the Company or any successor of the Company; (ii) during any period of two (2) consecutive years or less, individuals who at the beginning of such period constituted the
Board of Directors of the Company cease, for any reason, to constitute at least a majority of the Board of Directors, unless the election or nomination for election of each new director was approved
by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; (iii) the stockholders of the Company approve any merger or
consolidation as a result of which the common stock of the Company shall be changed, converted or exchanged (other than a merger with a wholly owned subsidiary of the Company) or any liquidation of
the Company or any sale or other disposition of 50% or more of the assets or earning power of the Company; or (iv) the stockholders of the Company approve any merger or consolidation to which
the Company is a party as a result of which the persons who were stockholders of the Company immediately prior to the effective date of the merger or consolidation shall have beneficial ownership of
less than 55% of the combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation. 


        5.     The
exercisable portion of the Option may be exercised in whole or in part but in no event with respect to a fractional share from time to time until the Exp. Date.
Exercise shall be by notice of exercise to the Company, specifying the number of shares to be purchased, the Option Price of each share and the aggregate Option Price for all shares being purchased
under said notice. The notice shall be accompanied by payment of the aggregate Option Price for the number of shares purchased and any applicable withholding taxes. Such exercise (subject to
Paragraph 6 hereof) shall be effective upon the actual receipt of such payment and notice to the Company. The aggregate Option Price for all shares purchased pursuant to an exercise of the
Option shall be paid by check payable to the order of the Company, shares of Common Stock of the Company held by you for at least six (6) months, the fair market value of which at the time of
such exercise is equal to the aggregate Option Price (or portion thereof to be paid with previously owned Common Stock). Payment of the Option Price in shares of Common Stock shall be made by
delivering properly endorsed stock certificates to the Company or otherwise causing such Common Stock to be transferred to the account of the Company, either physically or through attestation. In
addition, the aggregate Option Price for all shares purchased pursuant to an exercise of the Option may be paid from the proceeds of sale through a bank or broker on the date of exercise of some or
all of the shares to which the exercise relates. There shall be furnished with each notice of the exercise of any portion of the Option such documents as the Company in its discretion may deem
necessary to assure compliance with applicable rules and regulations of any stock exchange or governmental authority. No rights or privileges of a stockholder of the Company in respect to such shares
issuable upon the exercise of any part of the Option shall accrue to you unless and until certificates representing such shares have been registered in your name. 



        6.     The
Option shall not be exercised in whole or in part and no related share certificates shall be delivered in the sole discretion of the Company: (a) if such
exercise or delivery would constitute a violation of any provision of, or any regulation or order entered pursuant to, any law purporting to regulate wages, salaries or compensation; or (b) if
any requisite approval, consent, registration or other qualification of any stock exchange upon which the securities of the Company may then be listed, the Securities and Exchange Commission or other
governmental authority having jurisdiction over the exercise of the Option or the issuance of shares pursuant thereto, shall not have been secured. 



        7.     Except
as otherwise provided in the Plan, the Option shall not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner, other than by will or
under the laws of descent and distribution, whether by the operation of law or otherwise. An option may be exercised, during your lifetime, only by you or your legal representative. Upon any attempt
to do anything prohibited by this paragraph, the Option shall immediately become null and void. 


        8.     Nothing
herein contained shall constitute an obligation for continued employment. 



	 
	 	 

	 	 	THE HOME DEPOT, INC.
	

 	
 	

 By: Robert L. Nardelli

Chairman, President and Chief Executive Officer













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Exhibit 10.2


THE HOME DEPOT, INC. NONQUALIFIED STOCK OPTION