By HARRY R. WEBER
Associated Press

ATLANTA — Dogged by criticism of his hefty pay and his company's poor stock performance, Bob Nardelli abruptly resigned today as chairman and chief executive of The Home Depot Inc. after six years at the helm of the world's largest home improvement store chain.

But he didn't leave empty-handed: the Atlanta-based company said Nardelli would receive a severance package worth roughly $210 million, an amount decried by some lawmakers as a golden parachute that sends the wrong message to investors.

"It's a sign of being totally out of touch," said Rep. Barney Frank, D-Mass., the incoming chairman of the House Financial Services Committee. "They don't understand the extent to which they make the American public angry."

Frank said he would push for legislation requiring public companies to allow shareholders to have a say in compensation and severance for senior executives. At Home Depot's annual meeting last May, shareholder proposals to give investors a say on the CEO's pay and to restrict retirement benefits for senior executives were rejected.

Nardelli's severance package includes a cash payment of $20 million and the acceleration of unvested deferred stock awards currently valued at roughly $77 million. A Home Depot spokesman said the timing of the resignation had no bearing on the amount in the package.

The total package is seven times the $30 million Home Depot set aside last June for stores and employees that provide good customer service. Home Depot has 2,127 stores and 355,000 employees in the United States, Canada, Mexico and China.

Nardelli, a former college football player, became CEO of Home Depot in December 2000 after being passed over for the top job at General Electric Co., where Nardelli had been a senior executive.

Home Depot said Nardelli was being replaced by Frank Blake, its vice chairman, effective immediately.

Blake's appointment is permanent, Home Depot spokesman Jerry Shields said. What he will be paid was not immediately disclosed, Shields said. The company declined to make Blake available for comment, and messages left for Nardelli with his secretary and on his wife's cell phone were not immediately returned.

Home Depot shares rose $1.33, or 3.3 percent, to $41.49 in afternoon trading on the New York Stock Exchange, near the upper end of their 52-week range of $32.85 to $43.95. Before Wednesday's news, Home Depot's stock had been down more than 3 percent on a split-adjusted basis since Nardelli took over.

Nardelli's sudden departure was stunning in that he told The Associated Press as recently as Sept. 1 that he had no intention of leaving, and a key director said that the board was pleased with Nardelli despite the uproar by some investors. That director, Bonnie Hill, did not immediately return messages left Wednesday for her at her office in Los Angeles.

Asked in the earlier AP interview if he had thought of hanging up his orange apron and leaving Home Depot, Nardelli said unequivocally that he hadn't. Asked what he thought he would be doing 10 years from now, Nardelli said, "Selling hammers."

For The Home Depot?

"Absolutely," he said at the time.

Home Depot said Nardelli's decision to resign was by mutual agreement with Home Depot.

"We are very grateful to Bob for his strong leadership of The Home Depot over the past six years," Home Depot's board said in a statement.

Nardelli was a nuts-and-bolts leader. He helped increase revenue and profits at Home Depot and increase the number of stores the company operates. Home Depot's earnings per share have increased by approximately 150 percent over the last five years. But the public discussion about his pay and the company's stock price became a distraction.

Industry experts and analysts said his departure and Blake's ascent to the top job are a good thing for Home Depot.

"This is not about strategy or vision," said James Senn, director of Robinson College's Center for Global Business Leadership at Georgia State University. "This is coming down to two things. Really the foundation of leadership is credibility. Bob has run into some problems there. The second is execution."

Edward Jones analyst Stephanie Hoff said she views the developments at Home Depot as a sign that there was a need for change at the top, not a change in the company's strategy.

"I think his gruff demeanor, while some people would consider that refreshing, sometimes hurt him," Hoff said, adding that Blake is considered by some as more articulate and polished.

She added, "I think the board basically was looking at this situation and figured Nardelli had become such a lightning rod for criticism of his pay package."

The Home Depot board also announced today that Carol Tome, its chief financial officer, and Joe DeAngelo, its executive vice president for Home Depot Supply, will be assuming additional responsibilities.

Tome will be assuming responsibility for mergers and acquisitions, credit services and additional strategic responsibilities. DeAngelo was appointed to the newly created position of chief operating officer.

Besides the cash payment and the acceleration of unvested deferred stock awards, Nardelli's severance package includes payments of earned bonuses and long-term incentive awards, account balances under the company's 401(k) plan and other benefit programs and certain retirement benefits.

Nardelli has also agreed not to compete with the company for one year, and not to solicit employees or customers of the company for four years.

Home Depot did not say what Nardelli would be doing next.

In conjunction with the management changes, the board also announced that it had waived the retirement age of 72 and has asked John L. Clendenin, Claudio X. Gonzales and Milledge A. Hart III to stand for re-election at the 2007 annual shareholders meeting. This action was taken to retain these directors' experience. Home Depot said the action was temporary.

I would quit my job for that amount of cash.