LOWES COMPANIES INC
EXHIBIT 10.2 LOWE'S MANAGEMENT CONTINUITY AGREEMENT
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<FILENAME>exhibit102.htm
<DESCRIPTION>EXHIBIT 10.2 LOWE'S MANAGEMENT CONTINUITY AGREEMENT
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<title>Exhibit 10.2 - MANAGEMENT CONTINUITY AGREEMENT FOR EXECUTIVE OFFICERS
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<p style="margin-top: 0; margin-bottom: 0" align="center"><b>MANAGEMENT
CONTINUITY AGREEMENT<br>
FOR EXECUTIVE OFFICERS<br>
&nbsp;</b></p>
<p style="margin-top: 0; margin-bottom: 0"><br>
AGREEMENT by and between Lowe's Companies, Inc., a North Carolina corporation
(the &quot;Company&quot;) and _____________________ (&quot;Executive&quot;), dated as of the ______
day of ____________, 2004.<br>
<br>
The Board of Directors of the Company (the &quot;Board&quot;), has determined that it is
in the best interests of the Company and its stockholders to assure that the
Company will have the continued dedication of Executive, notwithstanding the
possibility, threat or occurrence of a Change in Control (as defined below) of
the Company. The Board believes it is imperative to diminish the inevitable
distraction of Executive by virtue of the personal uncertainties and risks
created by a pending or threatened Change in Control and to encourage
Executive's full attention and dedication to the Company currently and in the
event of any threatened or pending Change in Control, and to provide Executive
with compensation and benefits arrangements upon a Change in Control which
ensure that the compensation and benefits expectations of Executive will be
satisfied and which are competitive with those of other corporations. Therefore,
in order to accomplish these objectives, the Board has caused the Company to
enter into this Agreement.<br>
<br>
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:<br>
<br>
<b>1. Certain Definitions.</b></p>
<blockquote>
  <p style="margin-top: 0; margin-bottom: 0">(a) The &quot;Effective Date&quot; shall mean
  the first date during the Change in Control Period (as defined in Section l(b))
  on which a Change in Control (as defined in Section 2) occurs. Anything in
  this Agreement to the contrary notwithstanding, if a Change in Control occurs
  and if Executive's employment with the Company is terminated prior to the date
  on which the Change in Control occurs, and if it is reasonably demonstrated by
  Executive that such termination of employment (i) was at the request of a
  third party who has taken steps reasonably calculated to effect a Change in
  Control or (ii) otherwise arose in connection with or anticipation of a Change
  in Control, then for all purposes of this Agreement the &quot;Effective Date&quot; shall
  mean the date immediately prior to the date of such termination of employment.<br>
  <br>
  (b) The &quot;Change in Control Period&quot; shall mean the period commencing on the
  date hereof and ending on the third anniversary of the date hereof; provided,
  however, that commencing on the date one year after the date hereof, and on
  each annual anniversary of such date (such date and each annual anniversary
  thereof shall be hereinafter referred to as the &quot;Renewal Date&quot;), unless
  previously terminated, the Change in Control Period shall be automatically
  extended so as to terminate three years from such Renewal Date, unless at
  least 60 days prior to the Renewal Date the Company shall give notice to
  Executive that the Change in Control Period shall not be so extended.</p>
</blockquote>
<p style="margin-top: 0; margin-bottom: 0"><b>2. Change in Control.</b> For the
purposes of this Agreement, a &quot;Change in Control&quot; shall mean:</p>
<blockquote>
  <p style="margin-top: 0; margin-bottom: 0">(a) individuals who, at the
  Effective Date, constitute the Board (the &quot;Incumbent Directors&quot;) cease for any
  reason to constitute at least a majority of the Board, provided that any
  person becoming a director after the Effective Date and whose election or
  nomination for election was approved by a vote of at least a majority of the
  Incumbent Directors then on the Board (either by a specific vote or by
  approval of the proxy statement of the Company in which such person is named
  as a nominee for director, without written objection to such nomination) shall
  be an Incumbent Director; provided, however, that no individual initially
  elected or nominated as a director of the Company as a result of an actual or
  threatened election contest (as described in Rule 14a-11 under the Exchange
  Act (&quot;Election Contest&quot;) or other actual or threatened solicitation of proxies
  or consents by or on behalf of any &quot;person&quot; (as such term is defined in
  Section 3(a)(9) of the Exchange Act and as used in Section 13(d)(3) and
  14(d)(2) of the Exchange Act) other than the Board (&quot;Proxy Contest&quot;),
  including by reason of any agreement intended to avoid or settle any Election
  Contest or Proxy Contest, shall be deemed an Incumbent Director;<br>
&nbsp;</p>
  <p style="margin-top: 0; margin-bottom: 0">(b) any person becomes a
  &quot;beneficial owner&quot; (as defined in Rule 13d-3 under the Exchange Act), directly
  or indirectly, of securities of the Company representing 25% or more of the
  combined voting power of the Company's then outstanding securities eligible to
  vote for the election of the Board (the &quot;Company Voting Securities&quot;);
  provided, however, that the event described in this subparagraph (b) shall not
  be deemed to be a Change in Control of the Company by virtue of any of the
  following acquisitions: (i) an acquisition directly by or from the Company or
  any affiliated companies; (ii) an acquisition by any employee benefit plan (or
  related trust) sponsored or maintained by the Company or any affiliated
  companies, (iii) an acquisition by an underwriter temporarily holding
  securities pursuant to an offering of such securities, or (iv) an acquisition
  pursuant to a Non-Qualifying Transaction (as defined in subparagraph (c)
  below); or<br>
&nbsp;</p>
  <p style="margin-top: 0; margin-bottom: 0">(c) the consummation of a
  reorganization, merger, consolidation, statutory share exchange or similar
  form of corporate transaction involving the Company that requires the approval
  of the Company's stockholders, whether for such transaction or the issuance of
  securities in the transaction (a &quot;Reorganization&quot;), or the sale or other
  disposition of all or substantially all of the Company's assets to an entity
  that is not an affiliate of the Company (a &quot;Sale&quot;), unless immediately
  following such Reorganization or Sale: (i) more than 60% of the total voting
  power of (A) the corporation resulting from such Reorganization or the
  corporation which has acquired all or substantially all of the assets of the
  Company (in either case, the &quot;Surviving Corporation&quot;), or (B) if applicable,
  the ultimate parent corporation that directly or indirectly has beneficial
  ownership of 100% of the voting securities eligible to elect directors of the
  Surviving Corporation (the &quot;Parent Corporation&quot;), is represented by the
  Company Voting Securities that were outstanding immediately prior to such
  Reorganization or Sale (or, if applicable, is represented by shares into which
  such Company Voting Securities were converted pursuant to such Reorganization
  or Sale), and such voting power among the holders thereof is in substantially
  the same proportion as the voting power of such Company Voting Securities
  among the holders thereof immediately prior to the Reorganization or Sale,
  (ii) no person (other than (A) the Company, (B) any employee benefit plan (or
  related trust) sponsored or maintained by the Surviving Corporation or the
  Parent Corporation, or (C) a person who immediately prior to the
  Reorganization or Sale was the beneficial owner of 25% or more of the
  outstanding Company Voting Securities) is the beneficial owner, directly or
  indirectly, of 25% or more of the total voting power of the outstanding voting
  securities eligible to elect directors of the Parent Corporation (or, if there
  is no Parent Corporation, the Surviving Corporation), and (iii) at least a
  majority of the members of the board of directors of the Parent Corporation
  (or, if there is no Parent Corporation, the Surviving Corporation) following
  the consummation of the Reorganization or Sale were Incumbent Directors at the
  time of the Board's approval of the execution of the initial agreement
  providing for such Reorganization or Sale (any Reorganization or Sale which
  satisfies all of the criteria specified in (i), (ii) and (iii) above shall be
  deemed to be a &quot;Non-Qualifying Transaction&quot;).</p>
</blockquote>
<p style="margin-top: 0; margin-bottom: 0"><b>3. Employment Period. </b>The
Company hereby agrees to continue Executive in its employ, and Executive hereby
agrees to remain in the employ of the Company subject to the terms and
conditions of this Agreement, for the period commencing on the Effective Date
and ending on the second anniversary of such date (the &quot;Employment Period&quot;).<br>
<br>
<b>4. Terms of Employment.</b></p>
<blockquote>
  <p style="margin-top: 0; margin-bottom: 0">(a) Position and Duties.<br>
  <br>
  (i) During the Employment Period, (A) Executive's position (including status,
  offices, titles and reporting requirements), authority, duties and
  responsibilities shall be at least commensurate in all material respects with
  the most significant of those held, exercised and assigned at any time during
  the 120-day period immediately preceding the Effective Date and (B)
  Executive's services shall be performed at the location where Executive was
  employed immediately preceding the Effective Date or any office or location
  less than 35 miles from such location.<br>
  <br>
  (ii) During the Employment Period, and excluding any periods of vacation and
  sick leave to which Executive is entitled, Executive agrees to devote
  reasonable attention and time during normal business hours to the business and
  affairs of the Company and, to the extent necessary to discharge the
  responsibilities assigned to Executive hereunder, to use Executive's
  reasonable best efforts to perform faithfully and efficiently such
  responsibilities. During the Employment Period it shall not be a violation of
  this Agreement for Executive to (A) serve on corporate, civic or charitable
  boards or committees, (B) deliver lectures, fulfill speaking engagements or
  teach at educational institutions and (C) manage personal investments, so long
  as such activities do not significantly interfere with the performance of
  Executive's responsibilities as an employee of the Company in accordance with
  this Agreement. It is expressly understood and agreed that to the extent that
  any such activities have been conducted by Executive prior to the Effective
  Date, the continued conduct of such activities (or the conduct of activities
  similar in nature and scope thereto) subsequent to the Effective Date shall
  not thereafter be deemed to interfere with the performance of Executive's
  responsibilities to the Company.<br>
  <br>
  (b) Compensation.<br>
  <br>
  (i) Base Salary. During the Employment Period, Executive shall receive an
  annual base salary (&quot;Annual Base Salary&quot;), which shall be paid at a monthly
  rate, at least equal to twelve times the highest monthly base salary paid or
  payable, including any base salary which has been earned but deferred, to
  Executive by the Company and its affiliated companies in respect of the
  twelve-month period immediately preceding the month in which the Effective
  Date occurs. During the Employment Period, the Annual Base Salary shall be
  reviewed no more than 12 months after the last salary increase awarded to
  Executive prior to the Effective Date and thereafter at least annually. Any
  increase in Annual Base Salary shall not serve to limit or reduce any other
  obligation to Executive under this Agreement. Annual Base Salary shall not be
  reduced after any such increase and the term Annual Base Salary as utilized in
  this Agreement shall refer to Annual Base Salary as so increased. As used in
  this Agreement, the term &quot;affiliated companies&quot; shall include any company
  controlled by, controlling or under common control with the Company.<br>
  <br>
  (ii) Annual Bonus. In addition to Annual Base Salary, Executive shall be
  awarded, for each fiscal year ending during the Employment Period, an annual
  bonus opportunity (the &quot;Annual Bonus&quot;) at least as favorable as that to which
  he would have been entitled under the annual bonus plan of the Company in
  effect for the last year prior to the Effective Date (annualized in the event
  that Executive was not employed by the Company for the whole of such fiscal
  year) (the &quot;Recent Annual Bonus&quot;). Each such Annual Bonus shall be paid no
  later than the end of the third month of the fiscal year next following the
  fiscal year for which the Annual Bonus is awarded, unless Executive shall
  elect to defer the receipt of such Annual Bonus.<br>
  <br>
  (iii) Incentive, Savings and Retirement Plans. During the Employment Period,
  Executive shall be entitled to participate in all incentive, savings and
  retirement plans, practices, policies and programs applicable generally to
  other peer executives of the Company and its affiliated companies (&quot;Peer
  Executives&quot;).<br>
  <br>
  (iv) Welfare Benefit Plans. During the Employment Period, Executive and/or
  Executive's family, as the case may be, shall be eligible for participation in
  and shall receive all benefits under the welfare benefit plans, practices,
  policies and programs provided by the Company and its affiliated companies
  (including, without limitation, medical, prescription, dental, disability,
  employee life, group life, accidental death and travel accident insurance
  plans and programs) (&quot;Welfare Plans&quot;) to the extent applicable generally to
  Peer Executives.<br>
  <br>
  (v) Expenses. During the Employment Period, Executive shall be entitled to
  receive prompt reimbursement for all reasonable expenses incurred by Executive
  in accordance with the policies, practices and procedures of the Company and
  its affiliated companies to the extent applicable generally to Peer
  Executives.<br>
  <br>
  (vi) Fringe Benefits. During the Employment Period, Executive shall be
  entitled to fringe benefits in accordance with the plans, practices, programs
  and policies of the Company and its affiliated companies with respect to Peer
  Executives.</p>
  <p style="margin-top: 0; margin-bottom: 0">&nbsp;</p>
</blockquote>
<p style="margin-top: 0; margin-bottom: 0"><b>5. Termination of Employment.</b></p>
<blockquote>
  <p style="margin-top: 0; margin-bottom: 0">(a) Death, Retirement or
  Disability. Executive's employment shall terminate automatically upon
  Executive's death or Retirement (pursuant to the definition of Retirement set
  forth below) during the Employment Period. For purposes of this Agreement,
  &quot;Retirement&quot; shall mean Executive's voluntary termination of employment on or
  after the later of (i) 90 days after Executive has provided written notice to
  the Company's corporate secretary of his decision to retire, or (ii)
  Executive's attainment of age 60 (but shall not include Executive's voluntary
  termination after he has been given notice that he may be terminated for
  Cause). If the Company determines in good faith that the Disability of
  Executive has occurred during the Employment Period (pursuant to the
  definition of Disability set forth below), it may give to Executive written
  notice in accordance with Section 12(b) of this Agreement of its intention to
  terminate Executive's employment. In such event, Executive's employment with
  the Company shall terminate effective on the 30th day after receipt of such
  notice by Executive (the &quot;Disability Effective Date&quot;), provided that, within
  the 30 days after such receipt, Executive shall not have returned to full-time
  performance of Executive's duties. For purposes of this Agreement,
  &quot;Disability&quot; shall mean mental or physical disability as determined by the
  Board in accordance with standards and procedures similar to those under the
  Company's employee long-term disability plan, if any. At any time that the
  Company does not maintain such a long-term disability plan, Disability shall
  mean any illness or other physical or mental condition of Executive that
  renders Executive incapable of performing his customary and usual duties for
  the Company, or any medically determinable illness or other physical or mental
  condition resulting from a bodily injury, disease or mental disorder which, in
  either case, has lasted or can reasonably be expected to last for at least 180
  days out of a period of 365 consecutive days. The Board may require such
  medical or other evidence as it deems necessary to judge the nature and
  permanency of Executive's condition.<br>
  <br>
  (b) Cause. The Company may terminate Executive's employment during the
  Employment Period for Cause. For purposes of this Agreement, &quot;Cause&quot; shall
  mean:<br>
  <br>
  (i) the willful and continued failure of Executive to perform substantially
  Executive's duties with the Company (other than any such failure resulting
  from incapacity due to physical or mental illness and specifically excluding
  any failure by Executive, after reasonable efforts, to meet performance
  expectations), after a written demand for substantial performance is delivered
  to Executive by the Board or the Chief Executive Officer of the Company which
  specifically identifies the manner in which the Board or Chief Executive
  Officer believes that Executive has not substantially performed Executive's
  duties, or<br>
  <br>
  (ii) the willful engaging by Executive in illegal conduct or gross misconduct
  which is materially and demonstrably injurious to the Company.<br>
  <br>
  For purposes of this provision, no act or failure to act, on the part of
  Executive, shall be considered &quot;willful&quot; unless it is done, or omitted to be
  done, by Executive in bad faith or without reasonable belief that Executive's
  action or omission was in the best interests of the Company. Any act, or
  failure to act, based upon authority given pursuant to a resolution duly
  adopted by the Board or upon the instructions of the Chief Executive Officer
  or a senior officer of the Company or based upon the advice of counsel for the
  Company shall be conclusively presumed to be done, or omitted to be done, by
  Executive in good faith and in the best interests of the Company. The
  cessation of employment of Executive shall not be deemed to be for Cause
  unless and until there shall have been delivered to Executive a copy of a
  resolution duly adopted by the affirmative vote of not less than a majority of
  the entire membership of the Board at a meeting of the Board called and held
  for such purpose (after reasonable notice is provided to Executive and
  Executive is given an opportunity, together with counsel, to be heard before
  the Board), finding that, in the good faith opinion of the Board, Executive is
  guilty of the conduct described in subparagraph (i) or (ii) above, and
  specifying the particulars thereof in detail.<br>
  <br>
  (c) Good Reason. Executive's employment may be terminated by Executive for
  Good Reason. For purposes of this Agreement, &quot;Good Reason&quot; shall mean:<br>
  <br>
  (i) the assignment to Executive of any duties inconsistent in any material
  respect with Executive's position (including status, offices, titles and
  reporting requirements), authority, duties or responsibilities as contemplated
  by Section 4(a) of this Agreement, or any other action by the Company which
  results in a material diminution in such position, authority, duties or
  responsibilities, excluding for this purpose an isolated, insubstantial and
  inadvertent action not taken in bad faith and which is remedied by the Company
  promptly after receipt of notice thereof given by Executive;<br>
  <br>
  (ii) any failure by the Company to comply with any of the provisions of
  Section 4(b) of this Agreement, other than an isolated, insubstantial and
  inadvertent failure not occurring in bad faith and which is remedied by the
  Company promptly after receipt of notice thereof given by Executive;<br>
  <br>
  (iii) the failure by the Company (a) to continue in effect any compensation
  plan in which Executive participates as of the Effective Date that is material
  to Executive's total compensation, unless an equitable arrangement (embodied
  in an ongoing substitute or alternative plan) has been made with respect to
  such plan, or (b) to continue Executive's participation therein (or in such
  substitute or alternative plan) on a basis not materially less favorable, both
  in terms of the amount of benefits provided and the level of Executive's
  participation relative to Peer Executives; or<br>
  <br>
  (iv) the Company's requiring Executive, without his consent, to be based at
  any office or location more than 35 miles from the office or location at which
  Executive was based on the date immediately prior to the Effective Date, or to
  travel on Company business to a substantially greater extent than required
  immediately prior to the Effective Date;<br>
  <br>
  (v) any purported termination by the Company of Executive's employment
  otherwise than as expressly permitted by this Agreement; or<br>
  <br>
  (vi) any failure by the Company to comply with and satisfy Section 11(c) of
  this Agreement.<br>
  <br>
  Anything in this Agreement to the contrary notwithstanding, a termination by
  Executive for any reason during the 30-day period immediately following the
  first anniversary of the Effective Date shall be deemed to be a termination
  for Good Reason for all purposes of this Agreement.<br>
  <br>
  (d) Notice of Termination. Any termination by the Company for Cause, or by
  Executive for Good Reason, shall be communicated by Notice of Termination to
  the other party hereto given in accordance with Section 12(b) of this
  Agreement. For purposes of this Agreement, a &quot;Notice of Termination&quot; means a
  written notice which (i) indicates the specific termination provision in this
  Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable
  detail the facts and circumstances claimed to provide a basis for termination
  of Executive's employment under the provision so indicated and (iii) if the
  Date of Termination (as defined below) is other than the date of receipt of
  such notice, specifies the termination date (which date shall be not more than
  30 days after the giving of such notice). If a dispute exists concerning the
  provisions of this Agreement that apply to Executive's termination of
  employment (other than a determination of &quot;Cause&quot; which shall be made as
  provided in Section 5(b)), the parties shall pursue the resolution of such
  dispute with reasonable diligence. Within five (5) days of such a resolution,
  any party owing any payments pursuant to the provisions of this Agreement
  shall make all such payments together with interest accrued thereon at the
  rate provided in Section 1274(b)(2)(B) of the Internal Revenue Code of 1986,
  as amended (the &quot;Code&quot;). The failure by either party to set forth in the
  Notice of Termination any fact or circumstance which contributes to a showing
  of Good Reason or Cause shall not waive any right of such party hereunder or
  preclude such party from asserting such fact or circumstance in enforcing such
  party's rights hereunder.<br>
  <br>
  (e) Date of Termination. &quot;Date of Termination&quot; means (i) if Executive's
  employment is terminated for any reason other than death, Retirement or
  Disability, the date specified in the Notice of Termination, and (ii) if
  Executive's employment is terminated by reason of death or Disability, the
  Date of Termination shall be the date of death of or Retirement of Executive
  or the Disability Effective Date, as the case may be.</p>
  <p style="margin-top: 0; margin-bottom: 0">&nbsp;</p>
</blockquote>
<p style="margin-top: 0; margin-bottom: 0"><b>6. Obligations of the Company upon
Termination.</b></p>
<blockquote>
  <p style="margin-top: 0; margin-bottom: 0">(a) Good Reason; Other Than for
  Cause, Death or Disability. If, during the Employment Period, the Company
  shall terminate Executive's employment other than for Cause or Disability or
  Executive shall terminate employment for Good Reason, then in consideration
  for services rendered by Executive prior to the Date of Termination:<br>
  <br>
  (i) the Company shall pay to Executive in a lump sum in cash within 30 days
  after the Date of Termination the aggregate of the following amounts:<br>
  <br>
  A. the sum of (1) Executive's Annual Base Salary through the Date of
  Termination to the extent not theretofore paid, and (2) any accrued vacation
  pay to the extent not theretofore paid (the sum of the amounts described in
  clauses (1) and (2) shall be hereinafter referred to as the &quot;Accrued
  Obligations&quot;); and<br>
  <br>
  B. the amount equal to the present value of the continuation of Executive's
  Base Salary for a period of 2.99 years after the Date of Termination; such
  present value to be determined by applying discount rate equal to 120 percent
  of the applicable federal rate provided in Section 1274(d) of the Code,
  compounded semi-annually (the &quot;Discount Rate&quot;); and<br>
  <br>
  C. the amount equal to the present value of 2.99 times the greater of (i)
  Executive's annual bonus for the year prior to the year in which the Change in
  Control occurred (the &quot;Prior Year&quot;), or (ii) Executive's target annual bonus
  for the year in which the Change in Control occurred (the &quot;Current Year&quot;);
  such present value to be determined by applying the Discount Rate and assuming
  three equal annual payments on each of the first, second and third
  anniversaries of the Date of Termination; and<br>
  <br>
  D. the amount equal to the present value of 2.99 times the annual cost to the
  Company and Executive of participation in the Welfare Plans described in
  Section 4(b)(iv) of this Agreement with respect to either the Prior Year or
  the Current Year, which ever year in which such annual cost was higher; such
  present value to be determined by applying the Discount Rate and assuming 35
  monthly payments beginning on the Date of Termination; and<br>
  <br>
  (ii) to the extent not theretofore paid or provided, the Company shall timely
  pay or provide to Executive any other amounts or benefits required to be paid
  or provided or which Executive is eligible to receive under any plan, program,
  policy or practice or contract or agreement of the Company and its affiliated
  companies (such other amounts and benefits shall be hereinafter referred to as
  the &quot;Other Benefits&quot;).<br>
  <br>
  (b) Death, Retirement or Disability. If Executive's employment is terminated
  by reason of Executive's death, Retirement or Disability during the Employment
  Period, this Agreement shall terminate without further obligations to
  Executive's legal representatives under this Agreement, other than for payment
  of Accrued Obligations and the timely payment or provision of Other Benefits.
  Accrued Obligations shall be paid to Executive's estate or beneficiary, as
  applicable, in a lump sum in cash within 30 days of the Date of Termination.
  With respect to the provision of Other Benefits, the term Other Benefits as
  utilized in this Section 6(b) shall include without limitation, and
  Executive's estate and/or beneficiaries shall be entitled to receive, death,
  retirement or disability benefits then applicable to Executive.<br>
  <br>
  (c) Cause; Other than for Good Reason. If Executive's employment shall be
  terminated for Cause, or if Executive voluntarily terminates employment during
  the Employment Period, excluding a termination for Good Reason, this Agreement
  shall terminate without further obligations to Executive, other than for
  Accrued Obligations and the timely payment or provision of Other Benefits. In
  such case, all Accrued Obligations shall be paid to Executive in a lump sum in
  cash within 30 days of the Date of Termination.</p>
  <p style="margin-top: 0; margin-bottom: 0">&nbsp;</p>
</blockquote>
<p style="margin-top: 0; margin-bottom: 0"><b>7. Non-exclusivity of Rights.</b>
Nothing in this Agreement shall prevent or limit Executive's continuing or
future participation in any plan, program, policy or practice provided by the
Company or any of its affiliated companies and for which Executive may qualify,
nor, subject to Section 12(f), shall anything herein limit or otherwise affect
such rights as Executive may have under any contract or agreement with the
Company or any of its affiliated companies. Amounts which are vested benefits or
which Executive is otherwise entitled to receive under any plan, policy,
practice or program of or any contract or agreement with the Company or any of
its affiliated companies at or subsequent to the Date of Termination shall be
payable in accordance with such plan, policy, practice or program or contract or
agreement except as explicitly modified by this Agreement.<br>
<br>
<b>8. Full Settlement; Cost of Enforcement.</b> The Company's obligation to make
the payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any set-off, counterclaim,
recoupment, defense or other claim, right or action which the Company may have
against Executive or others. In no event shall Executive be obligated to seek
other employment or take any other action by way of mitigation of the amounts
payable to Executive under any of the provisions of this Agreement and such
amounts shall not be reduced whether or not Executive obtains other employment.
The Company agrees to pay as incurred, to the full extent permitted by law, all
legal fees and expenses which Executive may reasonably incur as a result of any
contest (regardless of the outcome thereof) by the Company, Executive or others
of the validity or enforceability of, or liability under, any provision of this
Agreement or any guarantee of performance thereof (including as a result of any
contest by Executive about the amount of any payment pursuant to this
Agreement).<br>
<br>
<b>9. Certain Additional Payments by the Company.</b></p>
<blockquote>
  <p style="margin-top: 0; margin-bottom: 0">(a) Anything in this Agreement to
  the contrary notwithstanding and except as set forth below, in the event it
  shall be determined that any payment or distribution by Parent or the Company
  to or for the benefit of Executive (whether paid or payable or distributed or
  distributable pursuant to the terms of this Agreement or otherwise, but
  determined without regard to any additional payments required under this
  Section 9) (a &quot;Payment&quot;) would be subject to the excise tax imposed by Section
  4999 of the Code or any interest or penalties are incurred by Executive with
  respect to such excise tax (such excise tax, together with any such interest
  and penalties, are hereinafter collectively referred to as the &quot;Excise Tax&quot;),
  then Executive shall be entitled to receive an additional payment (a &quot;Gross-Up
  Payment&quot;) in an amount such that after payment by Executive of all taxes
  (including any interest or penalties imposed with respect to such taxes),
  including, without limitation, any income taxes (and any interest and
  penalties imposed with respect thereto) and Excise Tax imposed upon the
  Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to
  the Excise Tax imposed upon the Payments. <br>
  <br>
  (b) Subject to the provisions of Section 9(c), all determinations required to
  be made under this Section 9, including whether and when a Gross-Up Payment is
  required and the amount of such Gross-Up Payment and the assumptions to be
  utilized in arriving at such determination, shall be made by Deloitte &amp; Touche
  LLP or such other certified public accounting firm reasonably acceptable to
  the Company as may be designated by Executive (the &quot;Accounting Firm&quot;) which
  shall provide detailed supporting calculations both to the Company and
  Executive within 15 business days of the receipt of notice from Executive that
  there has been a Payment, or such earlier time as is requested by the Company.
  All fees and expenses of the Accounting Firm shall be borne solely by the
  Company. Any Gross-Up Payment, as determined pursuant to this Section 9, shall
  be paid by the Company to Executive within the later of (i) the due date for
  the payment of the Excise tax or (ii) five days of the receipt of the
  Accounting Firm's determination. Any determination by the Accounting Firm
  shall be binding upon the Company and Executive. As a result of the
  uncertainty in the application of Section 4999 of the Code at the time of the
  initial determination by the Accounting Firm hereunder, it is possible that
  Gross-Up Payments which will not have been made by the Company should have
  been made (&quot;Underpayment&quot;), consistent with the calculations required to be
  made hereunder. In the event that the Company exhausts its remedies pursuant
  to Section 9(c) and Executive thereafter is required to make a payment of any
  Excise Tax, the Accounting Firm shall determine the amount of the Underpayment
  that has occurred and any such Underpayment shall be promptly paid by the
  Company to or for the benefit of Executive.<br>
  <br>
  (c) The Executive shall notify the Company in writing of any claim by the
  Internal Revenue Service that, if successful, would require the payment by the
  Company of a Gross-Up Payment (or an additional Gross-Up Payment). Such
  notification shall be given as soon as practicable but no later than ten
  business days after Executive is informed in writing of such claim and shall
  apprise the Company of the nature of such claim and the date on which such
  claim is requested to be paid. The Executive shall not pay such claim prior to
  the expiration of the 30-day period following the date on which it gives such
  notice to the Company (or such shorter period ending on the date that any
  payment of taxes with respect to such claim is due). If the Company notifies
  Executive in writing prior to the expiration of such period that it desires to
  contest such claim, Executive shall:<br>
  <br>
  (i) give the Company any information reasonably requested by the Company
  relating to such claim,<br>
  <br>
  (ii) take such action in connection with contesting such claim as the Company
  shall reasonably request in writing from time to time, including, without
  limitation, accepting legal representation with respect to such claim by an
  attorney reasonably selected by the Company,<br>
  <br>
  (iii) cooperate with the Company in good faith in order effectively to contest
  such claim, and<br>
  <br>
  (iv) permit the Company to participate in any proceedings relating to such
  claim;<br>
  <br>
  provided, however, that the Company shall bear and pay directly all costs and
  expenses (including additional interest and penalties) incurred in connection
  with such contest and shall indemnify and hold Executive harmless, on an
  after-tax basis, for any Excise Tax or income tax (including interest and
  penalties with respect thereto) imposed as a result of such representation and
  payment of costs and expenses. Without limitation of the foregoing provisions
  of this Section 9(c), the Company shall control all proceedings taken in
  connection with such contest (to the extent applicable to the Excise Tax and
  the Gross-Up Payment) and, at its sole option, may pursue or forgo any and all
  administrative appeals, proceedings, hearings and conferences with the taxing
  authority in respect of such claim and may, at its sole option, either direct
  Executive to pay the tax claimed and sue for a refund or contest the claim in
  any permissible manner, and Executive agrees to prosecute such contest to a
  determination before any administrative tribunal, in a court of initial
  jurisdiction and in one or more appellate courts, as the Company shall
  determine; provided, however, that if the Company directs Executive to pay
  such claim and sue for a refund, the Company shall advance the amount of such
  payment to Executive, on an interest-free basis and shall indemnify and hold
  Executive harmless, on an after-tax basis, from any Excise Tax or income tax
  (including interest or penalties with respect thereto) imposed with respect to
  such advance or with respect to any imputed income with respect to such
  advance; and further provided that any extension of the statute of limitations
  relating to payment of taxes for the taxable year of Executive with respect to
  which such contested amount is claimed to be due is limited solely to such
  contested amount. Furthermore, the Company's control of the contest shall be
  limited to issues with respect to which a Gross-Up Payment would be payable
  hereunder and Executive shall be entitled to settle or contest, as the case
  may be, any other issue raised by the Internal Revenue Service or any other
  taxing authority.<br>
  <br>
  (d) If, after the receipt by Executive of an amount advanced by the Company
  pursuant to Section 9(c), Executive becomes entitled to receive any refund
  with respect to such claim, Executive shall (subject to the Company's
  complying with the requirements of Section 9(c)) promptly pay to the Company
  the amount of such refund (together with any interest paid or credited thereon
  after taxes applicable thereto). If, after the receipt by Executive of an
  amount advanced by the Company pursuant to Section 9(c), a determination is
  made that Executive shall not be entitled to any refund with respect to such
  claim and the Company does not notify Executive in writing of its intent to
  contest such denial of refund prior to the expiration of 30 days after such
  determination, then such advance shall be forgiven and shall not be required
  to be repaid and the amount of such advance shall offset, to the extent
  thereof, the amount of Gross-Up Payment required to be paid.</p>
</blockquote>
<p style="margin-top: 0; margin-bottom: 0"><b>10. No Restriction on Competition.</b>
Subject to common law fiduciary obligations and employment obligations imposed
under state and federal law, including without limitation protection of
confidential information and trade secrets, nothing herein is intended to or
shall prohibit Executive from seeking or obtaining employment with a competitor
of the Company following the Date of Termination.<br>
<br>
<b>11. Successors.</b></p>
<blockquote>
  <p style="margin-top: 0; margin-bottom: 0">(a) This Agreement is personal to
  Executive and without the prior written consent of the Company shall not be
  assignable by Executive otherwise than by will or the laws of descent and
  distribution. This Agreement shall inure to the benefit of and be enforceable
  by Executive's legal representatives.<br>
  <br>
  (b) This Agreement shall inure to the benefit of and be binding upon the
  Company and its successors and assigns.<br>
  <br>
  (c) The Company will require any successor (whether direct or indirect, by
  purchase, merger, consolidation or otherwise) to all or substantially all of
  the business and/or assets of the Company to assume expressly and agree to
  perform this Agreement in the same manner and to the same extent that the
  Company would be required to perform it if no such succession had taken place.
  As used in this Agreement, &quot;Company&quot; shall mean the Company as hereinbefore
  defined and any successor to its business and/or assets as aforesaid which
  assumes and agrees to perform this Agreement by operation of law, or
  otherwise.</p>
</blockquote>
<p style="margin-top: 0; margin-bottom: 0"><b>12. Miscellaneous.</b></p>
<blockquote>
  <p style="margin-top: 0; margin-bottom: 0">(a) This Agreement shall be
  governed by and construed in accordance with the laws of the State of North
  Carolina, without reference to principles of conflict of laws. The captions of
  this Agreement are not part of the provisions hereof and shall have no force
  or effect. This Agreement may not be amended or modified otherwise than-by a
  written agreement executed by the parties hereto or their respective
  successors and legal representatives.<br>
  <br>
  (b) All notices and other communications hereunder shall be in writing and
  shall be given by hand delivery to the other party or by registered or
  certified mail, return receipt requested, postage prepaid, addressed as
  follows:<br>
  <br>
  If to Executive:<br>
  <br>
  At the Executive's address of record on file with the Company<br>
  <br>
  <br>
  If to the Company:<br>
  Lowe's Companies, Inc.<br>
  1000 Lowe's Boulevard<br>
  Mooresville, NC 28117 <br>
  Attention: General Counsel<br>
  <br>
  or to such other address as either party shall have furnished to the other in
  writing in accordance herewith. Notice and communications shall be effective
  when actually received by the addressee.<br>
  <br>
  (c) The invalidity or unenforceability of any provision of this Agreement
  shall not affect the validity or enforceability of any other provision of this
  Agreement.<br>
  <br>
  (d) The Company may withhold from any amounts payable under this Agreement
  such Federal, state, local or foreign taxes as shall be required to be
  withheld pursuant to any applicable law or regulation.<br>
  <br>
  (e) Executive's or the Company's failure to insist upon strict compliance with
  any provision of this Agreement or the failure to assert any right Executive
  or the Company may have hereunder, including, without limitation, the right of
  Executive to terminate employment for Good Reason pursuant to Section 5(c) of
  this Agreement, shall not be deemed to be a waiver of such provision or right
  or any other provision or right of this Agreement.<br>
  <br>
  (f) Executive and the Company acknowledge that, except as may otherwise be
  provided under any other written agreement between Executive and the Company,
  the employment of Executive by the Company is &quot;at will&quot; and, subject to
  Section 1(a) hereof, prior to the Effective Date, Executive's employment
  and/or this Agreement may be terminated by either Executive or the Company at
  any time prior to the Effective Date, in which case Executive shall have no
  further rights under this Agreement. From and after the Effective Date this
  Agreement shall supersede any other agreement between the parties with respect
  to the subject matter hereof.<br>
&nbsp;</p>
</blockquote>
<p style="margin-top: 0; margin-bottom: 0">IN WITNESS WHEREOF, Executive has
hereunto set Executive's hand and, pursuant to the authorization from its Board
of Directors, the Company has caused these presents to be executed in its name
on its behalf, all as of the day and year first above written.<br>
<br>
EXECUTIVE<br>
<br>
<br>
_____________________________<br>
Name<br>
<br>
<br>
LOWE'S COMPANIES, INC.<br>
<br>
<br>
By: __________________________<br>
&nbsp;</p>

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