0000277135-10-000011 Sample Contracts

PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • February 25th, 2010 • Grainger W W Inc • Wholesale-durable goods • Illinois

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

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CHANGE IN CONTROL EMPLOYMENT AGREEMENT (Senior Executive)
Change in Control Employment Agreement • February 25th, 2010 • Grainger W W Inc • Wholesale-durable goods • Illinois

AGREEMENT by and between W.W. Grainger, Inc., an Illinois corporation (the “Company”), and INSERT NAME (“Executive”), dated as _____________________(the “Agreement Date”).

INCENTIVE PROGRAM RECOUPMENT AGREEMENT
Incentive Program Recoupment Agreement • February 25th, 2010 • Grainger W W Inc • Wholesale-durable goods • Illinois

This Incentive Program Recoupment Agreement (this “Agreement”) is entered into as of _____________ between W.W. Grainger, Inc., an Illinois corporation (the “Company”) and the undersigned Company executive (the “Executive”).

Stock Option and Restricted Stock Unit Agreement
Stock Option and Restricted Stock Unit Agreement • February 25th, 2010 • Grainger W W Inc • Wholesale-durable goods • Ontario

This Stock Option and Restricted Stock Unit Agreement (the “Agreement”) is dated as of ____________________ (the “Effective Date”) and is entered into between W.W. Grainger, Inc., an Illinois corporation (the “Company”), and _______________ (the “Executive”).

Stock Option Agreement
Stock Option Agreement • February 25th, 2010 • Grainger W W Inc • Wholesale-durable goods • Illinois

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

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