0000277135-17-000018 Sample Contracts

Form of Restricted Stock Unit Agreement
Restricted Stock Unit Agreement • April 27th, 2017 • Grainger W W Inc • Wholesale-durable goods • Illinois

This Restricted Stock Unit Agreement (this "Agreement"), dated as of , 20 (the "Grant Date"), is entered into between W.W. Grainger, Inc., an Illinois corporation (the "Company"), and you as the executive (the "Executive"), who is employed by the Company or a Subsidiary of the Company (the "Employer").

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Form of Stock Option Agreement
Stock Option Agreement • April 27th, 2017 • Grainger W W Inc • Wholesale-durable goods • Illinois

This Stock Option Agreement (this "Agreement"), dated as of , 20 (the "Grant Date"), is entered into between W.W. Grainger, Inc., an Illinois corporation (the "Company"), and you as the executive (the "Executive"), who is employed by the Company or a Subsidiary of the Company (the "Employer").

Form of Performance Share Agreement
Performance Share Agreement • April 27th, 2017 • Grainger W W Inc • Wholesale-durable goods • Illinois

This Performance Share Agreement (this "Agreement"), dated as of , 20 (the “Grant Date”), is entered into between W.W. Grainger, Inc., an Illinois corporation (the "Company"), and you as the executive (the "Executive"), who is employed by the Company or a Subsidiary of the Company (the "Employer").

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