0000277135-06-000013 Sample Contracts

STOCK OPTION AWARD AGREEMENT

Stock Option Award Agreement • March 6th, 2006 • Grainger W W Inc • Wholesale-durable goods

• Contract Type
  Stock Option Award Agreement
• Filed
  March 6th, 2006
• Company
  Grainger W W Inc
• Industry
  Wholesale-durable goods

This Stock Option Award Agreement (the “Agreement”) is entered into between W.W. Grainger, Inc., an Illinois corporation (the “Company”) and the employee named below (the “Employee”).

PERFORMANCE SHARE AWARD AGREEMENT

Performance Share Award Agreement • March 6th, 2006 • Grainger W W Inc • Wholesale-durable goods • Illinois

• Contract Type
  Performance Share Award Agreement
• Filed
  March 6th, 2006
• Company
  Grainger W W Inc
• Industry
  Wholesale-durable goods
• Jurisdiction
  Illinois

This Performance Share Award Agreement (this “Agreement”) is entered into as of [date] between W.W. Grainger, Inc., an Illinois corporation (the “Company”) and the undersigned Company executive (the “Executive”).

Stock Option and Restricted Stock Unit Agreement

Restricted Stock Unit Agreement • March 6th, 2006 • Grainger W W Inc • Wholesale-durable goods • Illinois

• Contract Type
  Restricted Stock Unit Agreement
• Filed
  March 6th, 2006
• Company
  Grainger W W Inc
• Industry
  Wholesale-durable goods
• Jurisdiction
  Illinois

This Stock Option and Restricted Stock Unit Agreement (the “Agreement”) is dated as of ____________ and is entered into between W.W. Grainger, Inc., an Illinois corporation (the “Company”), and _____________ (the “Employee”).