Wal-Mart Stores, Inc. Exhibit 10(l) - Page 1
WAL-MART STORES, INC.
STOCK INCENTIVE PLAN OF 1998
1.1 Purpose. Wal-Mart Stores, Inc. ("Wal-Mart") believes it is
important to provide incentives to Wal-Mart's Associates and its Non-
Associate Directors through participation in the ownership of Wal-Mart
and otherwise. This Wal-Mart Stores, Inc. Stock Incentive Plan of
1998 (the "Plan") is established to provide incentives to certain
Associates and the Non-Associate Directors to enhance their job
performance, to motivate them to remain or become associated with Wal-
Mart and its Affiliates, and to increase the success of Wal-Mart. The
Plan is not limited to executive officers or directors of Wal-Mart,
but will be available to provide incentives to any Associate that the
Committee believes has made or may make a significant contribution to
Wal-Mart or an Affiliate of Wal-Mart.
DEFINITIONS
2.1 "Affiliate" means any corporation, company limited by shares,
partnership, limited liability company, business trust, other entity
or other business association that is now or hereafter controlled by
Wal-Mart.
2.2 "Associate" means any person employed by Wal-Mart or any
Affiliate.
2.3 "Board" means the Board of Directors of Wal-Mart.
2.4 "Cause" means, in the context of termination of an Associate's
employment, the Associate's commission of any act deemed inimical to
the best interest of Wal-Mart or any Affiliate or failure to perform
satisfactorily his or her assigned duties, each as determined in the
sole discretion of the Committee.
2.5 "Code" means the Internal Revenue Code of 1986, as amended.
2.6 "Committee" means (1) as to Associates who are Section 16
Persons, the Compensation and Nominating Committee of the Board and
(2) as to all other Associates, the committee appointed by the Board
to administer the Plan or a particular feature of the Plan.
2.7 "Continuous Status as an Associate" means the absence of any
interruption or termination of the employment relationship between an
Associate and Wal-Mart or an Affiliate. Continuous Status as an
Associate shall not be considered interrupted in the case of: (i)
sick leave; (ii) military leave; or (iii) any other leave of absence
approved by Wal-Mart, provided that leave does not exceed one year,
unless reemployment upon the expiration of that leave is guaranteed by
contract or law or unless provided otherwise by to a policy of Wal-
Mart.
2.8 "Delaware Law" means the Delaware General Corporation Law, as
amended.
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2.9 "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations adopted thereunder.
2.10 "Fair Market Value" means, as of any date, the closing sales
price for a Share (a) on the NYSE on that date (or if no trading in
Shares occurred on that date, on the last day on which Shares were
traded on the NYSE) or (b) if the Shares are not listed for trading on
the NYSE, the value of a Share as determined in good faith by
Committee.
2.11 "Incentive Stock Option" means an Option intended to qualify as
an incentive stock option within the meaning of Code Section 422.
2.12 "Non-Associate Director" means a director of Wal-Mart who is
not an Associate.
2.13 "Nonqualified Option" means an Option not intended to qualify as
an Incentive Stock Option.
2.14 "Notification" means the agreement or other document governing
any grant of Restricted Stock or Stock Appreciation Rights.
2.15 "NYSE" means the New York Stock Exchange or any successor
organization thereto.
2.16 "Option" means a stock option to acquire a certain number of the
Subject Shares granted pursuant to the Plan.
2.17 "Option Notification" means the agreement or other document
governing any Incentive Stock Option or Nonqualified Option granted
under the Plan.
2.18 "Optioned Stock" means the Shares subject to an Option.
2.19 "Optionee" means an Associate or other person who receives an
Option.
2.20 "Parent/Subsidiary Corporation" means a "parent corporation"
(within the meaning of Code Section 424(e)) or a "subsidiary
corporation" (within the meaning of Code Section 424(f)) of Wal-Mart.
2.21 "Performance Based Award" means a Plan Award that the Committee
designates as a "Performance Based Award" and that is granted to a
"covered employee" (as defined in Code Section 162(m)(3)) or to an
Associate that the Committee determines might become a "covered
employee."
2.22 "Plan" means this Wal-Mart Stores, Inc. Stock Incentive Plan of
1998, as amended from time to time.
2.23 "Plan Award" means any Option, Restricted Stock Award or Stock
Appreciation Right.
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2.24 "Recipient" means an Associate or Non-Associate Director who has
received a Plan Award.
2.25 "Restricted Stock" means Shares awarded to a Recipient pursuant
to a Restricted Stock Award that are subject to a Restriction and all
non-cash proceeds of those Shares that are subject to a Restriction.
2.26 "Restricted Stock Award" means the award of Shares subject to
one or more Restrictions under the Restricted Stock feature of the
Plan and the terms and conditions of that award.
2.27 "Restriction" means the contractual condition(s) contained in a
Restricted Stock Award that if not met will result in the forfeiture
to Wal-Mart of some or all of the Shares issued to the Recipient
pursuant to that Restricted Stock Award and the non-cash proceeds of
those Shares.
2.28 "Section 16 Person" means any Associate who is required to file
reports under Section 16 of Exchange.
2.29 "Securities Act" means the Securities Act of 1933, as amended
and the rules and regulations adopted thereunder.
2.30 "Shares" means shares of the Common Stock, $.10 par value per
share, of Wal-Mart.
2.31 "Stock Appreciation Right" means a right granted to a Recipient
pursuant to the Stock Appreciation Rights feature of the Plan.
2.32 "Subject Shares" means the 80,000,000 Shares reserved for
issuance under the Plan.
SHARES SUBJECT TO THE PLAN
3.1 The Subject Shares may be authorized, but unissued, Shares or
treasury Shares held by Wal-Mart or an Affiliate. Shares reserved for
issuance pursuant to an Option that expires, is forfeited or otherwise
is no longer exercisable or that are reacquired by Wal-Mart pursuant
to the terms of the Plan or a Plan Award, may be the subject of a new
Plan Award. No fractional shares may be issued under the Plan. If a
stock split, stock dividend or other combination occurs as to the
Shares, the number of Shares reserved for issuance pursuant to the
Plan shall be proportionally increased or decreased, as the case may
be.
ADMINISTRATION
4.1 The Committee will administer the Plan and will grant all Plan
Awards. The Plan and Plan Awards to Section 16 Persons shall be
administered by the Committee in compliance with Rule 16b-3 adopted
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under the Exchange Act ("Rule 16b-3"). With respect to Performance
Based Awards, the Plan shall be administered by a committee of the
Board comprised solely of two or more outside directors, as defined in
Code Section 162(m)(4)(C).
4.2 The Committee shall have these duties as to the Plan:
(a) to establish rules, procedures, and forms governing the Plan;
(b) to interpret and apply the provisions of the Plan and any Plan
Award;
(c) to recommend amendments of the Plan to the Board;
(d) to determine those Associates who will be Recipients and what
Plan Awards will be made to them;
(e) to set the terms and conditions of any Plan Award;
(f) to determine the Fair Market Value of the Shares; and
(g) to amend the terms of any Plan Award or to waive any conditions
or obligations of a Recipient under or with respect to any
Plan Award.
4.3 Except for the administration of Performance Based Awards and
matters under the Plan affected by Section 16 of the Exchange Act and
the rules adopted thereunder, the Committee may delegate its duties
under the Plan to one or more administrators, who may be Associates of
Wal-Mart.
4.4 If the Committee intends that a Plan Award qualify for the
performance-based compensation exception under Code Section
162(m)(4)(C), the Committee will exercise its discretion to qualify
the Plan Award for that exception. All actions taken or
determinations made by the Committee, in good faith, with respect to
the Plan, a Plan Award or any Notification shall not be subject to
review by anyone, but shall be final, binding and conclusive upon all
person interested in the Plan or any Plan Award.
PARTICIPATION
5.1 All Associates whom the Committee determines have the potential
to contribute significantly to the success of the Company, as well as
Non-Associate Directors, may participate in the Plan, although Non-
Associate Directors may not receive Incentive Stock Options. An
Associate or Non-Associate Director may be granted one or more Plan
Awards, unless prohibited by applicable law and subject to the
limitations under Code Section 422 with respect to Incentive Stock
Options.
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STOCK OPTIONS
6.1 Term of Options. Wal-Mart may grant Options covering the Subject
Shares to Associates or Non-Associate Directors. The term of each
Option shall be the term stated in the Option Notification; provided,
however, that in the case of an Incentive Stock Option, the term shall
be no more than 10 years from the date of grant unless the Incentive
Stock Option is granted to an Optionee who, at the time of the grant,
owns stock representing more than 10% of the voting power of all
classes of stock of Wal-Mart or any Parent/Subsidiary Corporation, in
which case the term may not exceed 5 years from the date of grant.
Each Option shall be a Nonqualified Option unless designated otherwise
in the Option Notification. Notwithstanding the designation of an
Option, if the aggregate Fair Market Value of Shares subject to
Incentive Stock Options are exercisable for the first time by an
Optionee during a calendar year exceeds $100,000 (whether due to
acceleration of exercisability, miscalculation or error), the excess
Options shall be treated as Nonqualified Options.
6.2 Option Exercise Price and Consideration. The per Share exercise
price of an Option shall be determined by the Committee in its
discretion, except that the per Share exercise price for an Incentive
Stock Option shall be 100% of the Fair Market Value of a Share on the
date of grant unless the Associate to whom the Incentive Stock Option
is granted owns stock representing more than 10% of the voting power
of all classes of stock of Wal-Mart or any Parent/Subsidiary
Corporation at the time of the grant in which case the per Share
exercise price shall be no less than 110% of the Fair Market Value per
Share on the date of grant.
The type of consideration in which the exercise price of an Option is
to be paid shall be determined by the Committee in its discretion,
and, in the case of an Incentive Stock Option, shall be determined at
the time of grant.
6.3 Exercise of Options. An Option shall be deemed to be exercised
when the person entitled to exercise the Option gives notice of
exercise to Wal-Mart in accordance with the Option's terms and Wal-
Mart receives full payment for the Shares as to which the Option is
exercised.
6.4 Termination of Employment. If an Optionee's Continuous Status as
an Associate is terminated, the Optionee may, subject to Wal-Mart's
right to terminate the Associate for Cause, exercise Options vested as
of the termination date to the extent set out in Optionee's Option
Notification. Incentive Stock Options may be exercised only within 60
days (or other period of time determined by the Committee at the time
of grant of the Option and not exceeding 3 months) after the date of
the termination (but in no event later than the expiration date of the
term of that Option as set forth in the Option Notification), and only
to the extent that Optionee was entitled to exercise the Incentive
Stock Option at the date of that termination. To the extent the
Optionee is not entitled to or does not exercise an Option at the date
of that termination or within the time specified herein or in the
Option Notification, the Option shall terminate. During a period for
which the Optionee is subject to administrative suspension from
employment, the Optionee's right to exercise Options will be
suspended.
6.5 Disability of Optionee. Notwithstanding the provisions of the
immediately preceding paragraph, in the case of an Optionee's
Incentive Stock Option, if the Optionee's Continuous Status as an
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Associate is terminated as a result of his or her total and permanent
disability (as defined in Code Section 22(e)(3)), Optionee may, but
only within 12 months from the date of that termination (but in no
event later than the expiration date of the term of that Option as set
forth in the Option Notification), exercise an Incentive Stock Option
to the extent otherwise entitled to exercise it at the date of that
termination. To the extent the Optionee is not entitled to exercise
an Incentive Stock Option at the date of termination, or if Optionee
does not exercise that Incentive Stock Option to the extent so
entitled within the time specified herein, the Incentive Stock Option
shall terminate.
6.6 Reload Options. If an Optionee exercises an Option (the
"Original Option") while the Optionee is an Associate or a Non-
Associate Director by paying all or a portion of the exercise price of
the Shares subject to the Original Option by tendering to Wal-Mart
Shares owned by that person, an Option to purchase the number of
Shares used for this purpose by the Associate or the Non-Associate
Director, as the case may be (the "Reload Option") may, at the
Committee's discretion, be granted to the Associate, as a part of the
Original Option, as evidenced in the Optionee's Option Notification.
The Reload Option may be exercised at any time during the term of the
Original Option, under the terms and conditions, and subject to any
limitations as may be placed on that exercisability in the
Notification.
6.7 Non-transferability of Options. An Option may not be sold,
pledged, assigned, hypothecated, transferred or disposed of in any
manner except by testamentary devise or by the laws of descent or
distribution or in those circumstances expressly permitted by the
Committee.
RESTRICTED STOCK
7.1 Grant of Restricted Stock Awards. Wal-Mart may make Restricted
Stock Awards to those Associates or Non-Associate Directors as the
Committee may determine in its sole discretion. Restricted Stock
Awards may be made with respect to up to an aggregate of 16,000,000
Subject Shares. Each Restricted Stock Award shall have those terms
and conditions that are expressly set forth in, or are required by,
the Plan and any other terms and conditions as the Committee making
the Restricted Stock Award may determine in its discretion.
7.2 Dividend Receipt; Voting. While any Restriction applies to any
Recipient's Restricted Stock, (i) the Recipient shall receive the
dividends paid on the Restricted Stock and shall not be required to
return those dividends to Wal-Mart in the event of the forfeiture of
the Restricted Stock, (ii) the Recipient shall receive the proceeds of
the Restricted Stock in any stock split, reverse stock split,
recapitalization, or other change in the capital structure of Wal-
Mart, which proceeds shall automatically and without need for any
other action become Restricted Stock and be subject to all
Restrictions then existing as to the Recipient's Restricted Stock and
(iii) the Recipient shall be entitled to vote the Restricted Stock
during the Restriction period.
7.3 Issuance of Restricted Stock. The Restricted Stock will be
issued to each Recipient subject to the understanding that while any
Restriction applies to the Restricted Stock, the Recipient shall not
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have the right to sell, transfer, assign, convey, pledge, hypothecate,
grant any security interest in or mortgage on, or otherwise dispose of
or encumber any shares of Restricted Stock or any interest therein.
As a result of the retention of rights in the Restricted Stock by Wal-
Mart, except as required by any law, neither any shares of the
Restricted Stock nor any interest therein shall be subject in any
manner to any forced or involuntary sale, transfer, conveyance,
pledge, hypothecation, encumbrance, or other disposition or to any
charge, liability, debt, or obligation of the Recipient, whether as
the direct or indirect result of any action of the Recipient or any
action taken in any proceeding, including any proceeding under any
bankruptcy or other creditors' rights law. Any action attempting to
effect any transaction of that type shall be void.
7.4 Forfeiture. Unless expressly provided for in the Restricted
Stock Award made to a Recipient, any Restricted Stock held by the
Recipient at the time the Recipient ceases to be an Associate for any
reason whatsoever shall be forfeited by the Recipient to Wal-Mart and
automatically re-conveyed to Wal-Mart.
7.5 Withholding. The Committee may withhold any amounts or Shares
necessary to collect any withholding taxes with respect to any
Restricted Stock Award or upon the fulfillment of the Restriction in
that Restricted Stock Award.
7.6 Compliance with Law. The making of Restricted Stock Awards and
issuance of any Restricted Stock is subject to compliance by Wal-Mart
with all applicable laws. Wal-Mart need not issue or transfer
Restricted Stock pursuant to the Plan unless Wal-Mart's legal counsel
has approved all legal matters in connection with the issuance and
delivery of the Restricted Stock.
7.7 Evidence of Share Ownership. The Restricted Stock will be book-
entry shares only unless the Committee decides to issue certificates
to evidence shares of the Restricted Stock. Any stock certificate(s)
representing the Restricted Stock issued to a Recipient that is so
issued shall bear the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED
PURSUANT TO THE WAL-MART STORES, INC. STOCK INCENTIVE PLAN OF
1998 (THE "PLAN") AND ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS
ON THEIR TRANSFER AND TO FORFEITURE TO WAL-MART STORES, INC.
IF CERTAIN CONDITIONS ARE NOT MET. THOSE RESTRICTIONS AND
CONDITIONS ARE SET FORTH IN THE PLAN AND IN THE RESTRICTED
STOCK AWARD PURSUANT TO WHICH THOSE SHARES WERE ISSUED TO THE
REGISTERED HOLDER THERE-OF.
Wal-Mart will place stop-transfer instructions with respect to all
Restricted Stock on its stock transfer records.
7.8 Deferral of Restricted Stock. In the discretion of the
Committee, any Recipient of Restricted Stock who is eligible to
participate in the Wal-Mart Officer Deferred Compensation Plan may
defer his or her Restricted Stock by electing to: (1) assign some or
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all of the Restricted Stock to Wal-Mart and to have an amount equal to
the Fair Market Value of the Restricted Stock assigned on the date of
the assignment credited to the benefit of the Recipient and deferred
pursuant to and in accordance with the terms of the Wal-mart Officer
Deferred Compensation Plan, provided that any amounts deferred under
this provision and that plan shall not be considered in determining
any incentive payments to be made to the Recipient under Section 4.2
of the Wal-Mart Officer Deferred Compensation Plan; or (2) transfer
some or all of the Restricted Stock to Wal-Mart in trust for the
benefit of the Recipient under terms that will permit the deferral of
recognition of gain or income by the Recipient for federal income tax
purposes in connection with the receipt of the Restricted Stock. A
Recipient must make the election by no later than April 1 of the year
prior to the year in which the conditions in each of the Restrictions
relating to the release of that Restricted Stock from those
Restrictions would be met. Each election must be made by the
Recipient filing an election form with Wal-Mart. Once an election is
made, the Recipient may not revoke or change that election.
If the Shares are the subject of a stock dividend, stock split, or a
reverse stock split, the products of such action with respect to the
Restricted Stock held for a Recipient in escrow shall be held in
escrow on the same terms as the Restricted Stock. Wal-Mart will
credit to the Recipient's account on the date any dividend is paid on
Shares the amount of the dividend paid on the Restricted Stock held in
escrow on that date. The dividends credited to the account shall bear
interest at a rate per annum equal to the rate of interest paid on the
amounts of compensation deferred under the Wal-Mart Officer Deferred
Compensation Plan.
Shares of Restricted Stock held by Wal-Mart pursuant to the terms of
this deferral provision, along with the cash amount credited to the
account of the Recipient in respect of dividends, shall be paid out
to: (1) the Recipient only upon the termination of the Recipient's
Continuous Status as an Associate or, in the case of a Non-Associate
Director, the Recipient ceasing to be a director of Wal-Mart or upon
any demonstration that the Recipient is the subject of any hardship
pursuant to rules the Committee may establish employment; or (2) the
Recipients' named beneficiaries upon the death of the Recipient.
8.1 Stock Value Equivalent Awards. Wal-Mart may grant Stock
Appreciation Rights on any terms and conditions as the Committee deems
desirable. Any Recipient granted a Stock Appreciation Right will be
entitled to receive an amount in cash equal to (i) the excess of the
Fair Market Value of a Share on the date of exercise of the Stock
Appreciation Right over the Fair Market Value of a Share on the date
of grant of the Stock Appreciation Right or (ii) a predetermined
amount that is less than that excess or (iii) any other price as may
be set by the Committee, multiplied by the number of Shares with
respect to which the Stock Appreciation Right shall have been
exercised. The Committee shall give the Recipient of the Stock
Appreciation Right Notification of the grant of the Stock Appreciation
Right. The notice will state the terms and conditions of that Stock
Appreciation Right.
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8.2 Award Vesting. The Committee shall establish the conditions
pursuant to and the period over which the rights of the Recipient in
the Stock Appreciation Right will fully or partially vest with respect
to the Recipient.
8.3 Election To Receive Payments. A Recipient may elect to receive a
payment to which the Recipient is entitled under the Plan Award by
giving notice of such election to the Committee in accordance with the
rules established by the Committee.
Exercise. If the Stock Appreciation Right has vested in whole or part,
a Recipient may exercise a Stock Appreciation Right to the extent
vested by giving the Committee notice of the exercise on the form and
in compliance with the procedures established by the Committee. The
date of exercise shall be the date Wal-Mart receives the notice of the
exercise.
8.4 Payment to Recipients. Subject to the terms and conditions of
the Plan Award granting the Stock Appreciation Right, payment upon a
Recipient's exercise of a Stock Appreciation Right may be made (i) in
cash or by check, (ii) in Shares having an aggregate Fair Market Value
on the date of exercise of the Stock Appreciation Right equal to the
payment to be made under the Stock Appreciation Right or (iii) any
combination of cash and Shares, as the Committee shall determine in
its discretion. The Committee may elect to make this determination
either at the time the Stock Appreciation Right is granted, or with
respect to payments contemplated in clauses (i) and (ii) above, at the
time of the exercise.
MISCELLANEOUS
9.1 Issuance of Stock Certificates; Book-Entry. If a Recipient has
the right to the issuance of any Shares pursuant to any Plan Award,
Wal-Mart shall issue or cause to be issued a stock certificate or a
book-entry crediting shares to the Recipient's account promptly upon
the exercise of the Plan Award or the right arising under the Plan
Award.
9.2 Section 162(m) Matters. The Compensation and Nominating
Committee of the Board may grant Plan Awards that provide for the
rights thereunder to accrue based on performance-based criteria and
that is intended to qualify for the performance-based exception under
Code Section 162(m)(4)(C). In granting any Performance Based Award,
the Compensation Committee shall comply fully with the regulations
promulgated with respect to Code Section 162(m). provided, however,
that no Recipient who is a "covered employee" as defined in Code
Section 162(m)(3) shall receive grants of Plan Awards with respect to
more than 1,600,000 Shares and Share equivalents in any one fiscal
year of Wal-Mart, subject to adjustment as provided in the paragraph
captioned "Adjustments upon Changes in Capitalization or Mergers"
below. Nothing in the Plan shall be construed to prevent the issuance
of Plan Award to any "covered employees" that are not Performance
Based Awards if the Committee so elects.
9.3 Termination of Employment. Except as otherwise expressly set
forth in the Plan, the Committee shall determine the effect of the
termination of a Recipient's employment, a Recipient's disability or
death or a Non-Associate Director's ceasing to be a director of Wal-
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Mart during any applicable vesting period contained in a Plan Award
made to the Recipient. During a period for which the Recipient is
subject to administrative suspension, a Recipient's right to exercise
any rights under any Plan Award or the vesting of any rights under any
Plan Award shall be suspended.
9.4 Termination for Cause. Notwithstanding anything to the contrary
contained in the Plan, any Recipient whose Continuous Status as an
Associate is terminated by Wal-Mart for Cause shall forfeit all Plan
Awards and Restricted Stock granted under the Plan, whether or not
vested or otherwise exercisable.
9.5 Death of Recipient. If a Recipient dies, the Recipient's Award
may be exercised, in accordance with its terms or as allowed by law,
by the Recipient's estate or by a person who acquired the right to
exercise the Award by bequest or inheritance, but only to the extent
the Recipient was otherwise entitled to exercise the Award at the date
of the Recipient's death and only if exercised within 12 months after
the Recipient's death. To the extent the Award as unvested at the
date of death, the Award shall terminate.
9.6 Limitations on Liability and Award Obligations. Receiving a Plan
Award or being the owner of any Option, Restricted Stock Award or
Stock Appreciation Right shall not:
(a) give a Recipient any rights except as expressly set forth in
the Plan or in the Plan Award and except as a stockholder of Wal-
Mart as set forth herein as to the Restricted Stock only;
(b) as to Shares issuable on the exercise of Options or Stock
Appreciation Rights payable in Shares, until the issuance (as
evidenced by the appropriate entry on the books of Wal-Mart of a
duly authorized transfer agent of Wal-Mart) of the Shares issued
upon exercise of an Option or Stock Appreciation Right, give the
Recipient the right to vote, or receive dividends on, the Shares
to be issued upon exercise or any other rights as a stockholder
with respect to the Optioned Stock or those Shares,
notwithstanding the exercise of the Option or Stock Appreciation
Right;
(c) be considered a contract of employment or give the Recipient
any right to continued employment, or to hold any position, with
Wal-Mart or any Affiliate;
(d) create any fiduciary or other obligation of Wal-Mart or any
Affiliate to take any action or provide to the Recipient any
assistance or dedicate or permit the use of any assets of Wal-
Mart or any Affiliate that would permit the Recipient to be able
to attain any performance criteria stated in the Recipient's Plan
Award;
(e) create any trust, fiduciary or other duty or obligation of
Wal-Mart or any Affiliate to engage in any particular business,
continue to engage in any particular business, engage in any
particular business practices or sell any particular product or
products; or
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(f) create any obligation of Wal-Mart or any Affiliate that
shall be greater than the obligations of Wal-Mart or that
Affiliate to any general unsecured creditor of Wal-Mart or the
Affiliate.
If Wal-Mart or an Affiliate terminates a Recipient's employment with
Wal-Mart or the Affiliate, the potential value of any Plan Award or
Restricted Stock that must be returned to Wal-Mart will not be an
element of any damages that the Recipient may have for any termination
of employment or other relationship in violation of any contractual or
other rights the Recipient may have.
9.7 No Liability of Committee Members. Wal-Mart shall indemnify and
hold harmless each member of the Committee and each other officer,
director and Associate of Wal-Mart or any Affiliate that has any duty
or power relating to the administration of the Plan against any
liability, obligation, cost or expense incurred by that person arising
out of any act or omission to act in connection with the Plan or any
Plan Award if he or she acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interest of Wal-Mart.
9.8 Adjustments upon Changes in Capitalization or Merger. Subject to
any required action by the Wal-Mart stockholders, the number of Shares
covered by each Plan Award, and the number of Shares which have been
authorized for issuance under the Plan but as to which no Plan Awards
have yet been granted or which have been returned to the Plan upon
cancellation or expiration of a Plan Award, as well as the price per
Share covered by any outstanding Plan Award that includes in its terms
a price per Share, shall be proportionately adjusted for any increase
or decrease in the number of issued shares of the Common Stock of Wal-
Mart resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock of Wal-
Mart, or any other increase or decrease in the number of issued Shares
effected without receipt of consideration by Wal-Mart. That
adjustment shall be made by the Committee, whose determination shall
be final, binding and conclusive. Except as expressly provided
herein, no issuance by Wal-Mart of shares of stock of any class, or
securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect
to, the number or price of Shares subject to a Plan Award.
9.9 Notification. Options, Restricted Stock Awards and Stock
Appreciation Rights shall be evidenced by Notifications or other award
documents in the form approved by the Committee.
9.10 Amendment and Termination of the Plan. The Board may amend or
terminate the Plan at any time without the approval of the Recipients
or any other person, except to the extent any action of that type is
required to be approved by the stockholders of Wal-Mart in connection
with any outstanding Performance Based Awards.
9.11 Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the State of Arkansas, except that any
matters relating to the internal governance of Wal-Mart shall be
governed by the Delaware Law.
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9.12 Superseding Existing Plans. Effective Date and Transition. The
Plan supersedes the Wal-Mart Stores, Inc. Stock Option Plan of 1994,
as amended, and the Wal-Mart Stores, Inc. 1997 Restricted Stock Plan.
This Plan was approved by the Board on, and shall be effective as of,
March 5, 1998, subject only to the approval of the Plan by the holders
of a majority of the outstanding Shares at Wal-Mart's 1998 annual
stockholders' meeting.