0000277135-23-000014 Sample Contracts

Contract
Restricted Stock Unit Award Agreement • February 21st, 2023 • W.W. Grainger, Inc. • Wholesale-durable goods • Illinois

This Restricted Stock Unit Award Agreement (this "Award Agreement"), dated as of _____________ (the "Grant Date"), is entered into between W.W. Grainger, Inc., an Illinois corporation (the "Company"), and you (the "Participant") as an Employee of the Company or a Subsidiary (collectively, the "Employer").

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Contract
Stock Unit Award Agreement • February 21st, 2023 • W.W. Grainger, Inc. • Wholesale-durable goods • Illinois

This Performance Stock Unit Agreement (this "Award Agreement"), dated as of __________(the "Grant Date"), is entered into between W.W. Grainger, Inc., an Illinois corporation (the "Company"), and you (the "Participant") as an Employee of the Company or a Subsidiary (the "Employer").

SHAREHOLDER AGREEMENT
Shareholder Agreement • February 21st, 2023 • W.W. Grainger, Inc. • Wholesale-durable goods

This Shareholder Agreement (this “Agreement”), effective as of February 17, 2023 (the “Effective Date”), is entered into by and between W.W. Grainger, Inc., a corporation incorporated under the laws of Illinois (“Grainger”), and MonotaRO Co., Ltd., a kabushiki kaisha incorporated under the laws of Japan (“MonotaRO”). Grainger and MonotaRO are referred to individually as a “Party” and, collectively, as the “Parties”.

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