EXHIBIT 10.2 ESCROW AGREEMENTEscrow Agreement • February 28th, 2002 • Grainger W W Inc • Wholesale-durable goods • Illinois
BETWEENShare Purchase Agreement • December 16th, 1996 • Grainger W W Inc • Wholesale-durable goods • Ontario
andRights Agreement • April 30th, 1999 • Grainger W W Inc • Wholesale-durable goods • Illinois
BY AND AMONGPurchase Agreement • February 28th, 2002 • Grainger W W Inc • Wholesale-durable goods • Illinois
500,000,000 1.850% SENIOR NOTES DUE 2025 UNDERWRITING AGREEMENTW.W. Grainger, Inc. • February 26th, 2020 • Wholesale-durable goods • New York
The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement, including a prospectus (the file number of which is set forth in Schedule I hereto) on Form S-3, relating to securities (the “Shelf Securities”), including the Securities, to be issued from time to time by the Company. The registration statement as amended to the date of this Agreement, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration Statement,” and the related prospectus covering the Shelf Securities dated February 20, 2020 is hereinafter referred to as the “Basic Prospectus.” The Basic Prospectus, as supplemented by the prospectus supplement specifically relating to the Securities in the form first used to confirm sales of the Securities (or in the form firs
W.W. GRAINGER, INC. 4.200% SENIOR NOTES DUE 2047 UNDERWRITING AGREEMENTUnderwriting Agreement • May 22nd, 2017 • Grainger W W Inc • Wholesale-durable goods • New York
Joint Book-Running Managers: Morgan Stanley & Co. LLC J.P. Morgan Securities LLC U.S. Bancorp Investments, Inc. Barclays Capital Inc. RBC Capital Markets, LLC
PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • February 29th, 2016 • Grainger W W Inc • Wholesale-durable goods • Illinois
This Performance Share Award Agreement (this “Agreement”) is entered into as of January 1, 2015 between W.W. Grainger, Inc., an Illinois corporation (the “Company”) and the undersigned Company executive (the “Executive”).
EXHIBIT 10.3 SHARE TRANSFER RESTRICTION AGREEMENTShare Transfer Restriction Agreement • February 28th, 2002 • Grainger W W Inc • Wholesale-durable goods • Illinois
CREDIT AGREEMENT Dated as of October 6, 2017, amongCredit Agreement • October 10th, 2017 • Grainger W W Inc • Wholesale-durable goods • Illinois
This CREDIT AGREEMENT, dated as of October 6, 2017 (this “Agreement”), is entered into among W.W. GRAINGER, INC., an Illinois corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.13 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time a party hereto (collectively, the “Lenders” and individually, a “Lender”), and U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent.
CFO Transition – Restricted Stock Unit AgreementRestricted Stock Unit Agreement • February 24th, 2021 • W.W. Grainger, Inc. • Wholesale-durable goods • Illinois
This CFO Transition – Restricted Stock Unit Agreement (this "Agreement"), dated as of January 4, 2021 (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").
Stock Option AgreementStock Option Agreement • April 22nd, 2019 • Grainger W W Inc • Wholesale-durable goods • Illinois
This Stock Option Agreement (this "Agreement"), dated as of April 1, 2019 (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").
CREDIT AGREEMENTCredit Agreement • February 14th, 2020 • W.W. Grainger, Inc. • Wholesale-durable goods • Illinois
This CREDIT AGREEMENT, dated as of February 14, 2020 (this “Agreement”), is entered into among W.W. GRAINGER, INC., an Illinois corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.13 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and each, a “Borrower”), each Lender from time to time a party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • April 27th, 2018 • Grainger W W Inc • Wholesale-durable goods
This Separation Agreement and General Release (“Agreement”) is made and entered into this 2nd day of April 2018, by and between W.W. Grainger, Inc. (“Grainger”) and Ronald Jadin (the “Officer”). The Officer understands and voluntarily enters into this Agreement with Grainger and, in consideration of the Separation Payments and benefit continuation described herein, agrees as follows:
ContractRestricted 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").
Performance Restricted Stock Unit AgreementRestricted Stock Unit Agreement • April 22nd, 2019 • Grainger W W Inc • Wholesale-durable goods • Illinois
This Performance Restricted Stock Unit Agreement (this "Agreement"), dated as of April 1, 2019 (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").
W.W. GRAINGER, INC. 4.600% SENIOR NOTES DUE 2045 UNDERWRITING AGREEMENT June 4, 2015Underwriting Agreement • June 11th, 2015 • Grainger W W Inc • Wholesale-durable goods • New York
As adjusted to give effect to the issuance of the notes in this offering and the application of the net proceeds from this offering as described in “Use of Proceeds” in the prospectus supplement, and assuming the offering had been completed on (i) January 1, 2015, the ratio of earnings to fixed charges would have been 17.2x for the three months ended March 31, 2015 and (ii) January 1, 2014, the ratio of earnings to fixed charges would have been 16.1x for the year ended December 31, 2014. The pro forma ratio of earnings to fixed charges does not necessarily represent what the actual ratio of earnings to fixed charges would have been had those transactions occurred on the date assumed.
CHANGE IN CONTROL EMPLOYMENT AGREEMENT (Executive)Control Employment Agreement • February 28th, 2011 • 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”).
CHANGE IN CONTROL EMPLOYMENT AGREEMENT (Senior Executive)Change in Control Employment Agreement • February 27th, 2008 • 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 of December 10, 2007 (the “Agreement Date”).
Performance Share AgreementPerformance Share Agreement • July 28th, 2016 • Grainger W W Inc • Wholesale-durable goods • Illinois
This Performance Share Agreement (this “Agreement”), dated as of January 1, 2016 (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”).
INCENTIVE PROGRAM RECOUPMENT AGREEMENTIncentive 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”).
W.W. GRAINGER, INC. 3.75% SENIOR NOTES DUE 2046 UNDERWRITING AGREEMENT May 9, 2016Underwriting Agreement • May 16th, 2016 • Grainger W W Inc • Wholesale-durable goods • New York
Make-whole Call: Callable at any time prior to November 15, 2045 at the greater of par and the make-whole redemption price (Treasury plus 20 basis points)
ContractPerformance Stock Unit Agreement • February 23rd, 2022 • W.W. Grainger, Inc. • Wholesale-durable goods • Illinois
This Performance Stock Unit Agreement (this “Agreement”), dated as of _____________ (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”).
CREDIT AGREEMENT dated as of May 6, 2008 by and among as Borrower, the Lenders referred to herein, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, JP MORGAN CHASE BANK, N.A. as Syndication Agent, and COMMERCE BANK, N.A., and THE BANK...Credit Agreement • May 8th, 2008 • Grainger W W Inc • Wholesale-durable goods • Illinois
CREDIT AGREEMENT, dated as of the 6th day of May, 2008, by and among W.W. GRAINGER, INC., an Illinois corporation, as Borrower, the lenders who are or may become a party to this Agreement, as Lenders, and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.
CREDIT AGREEMENT dated as of May 8, 2012 by and amongCredit Agreement • May 9th, 2012 • Grainger W W Inc • Wholesale-durable goods • Illinois
CREDIT AGREEMENT, dated as of the 8th day of May, 2012, by and among W.W. GRAINGER, INC., an Illinois corporation, as Borrower, the lenders who are or may become a party to this Agreement, as Lenders, U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.
Restricted Stock Unit AgreementRestricted Stock Unit Agreement • February 28th, 2011 • Grainger W W Inc • Wholesale-durable goods • Illinois
This Restricted Stock Unit Agreement (the “Agreement”) is dated as of DATE and is entered into between W.W. Grainger, Inc., an Illinois corporation (the “Company”), and NAME (the “Executive”).
ContractIncentive Plan • April 23rd, 2020 • W.W. Grainger, Inc. • Wholesale-durable goods • Illinois
This Performance Stock Unit Agreement (this “Agreement”), dated as of April 1, 2020 (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”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • May 7th, 2004 • Grainger W W Inc • Wholesale-durable goods
This Separation Agreement and General Release (“Agreement”) is made and entered into this 5th day of May 2004, by and between W.W. Grainger, Inc. (“Grainger”) and Wesley M. Clark (the “Officer”). The Officer, together with his Spouse, Deborah Clark, (“Spouse”) understand and voluntarily enter into this Agreement with Grainger and in consideration of the Separation Pay and benefit continuation described herein, agree as follows:
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • June 11th, 2015 • Grainger W W Inc • Wholesale-durable goods • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of June 11, 2015, (this “Supplemental Indenture”), between W.W. Grainger, Inc., an Illinois corporation (the “Company”) and U.S. Bank National Association, a national banking association (the “Trustee”).
STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • March 6th, 2006 • Grainger W W Inc • 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”).
ContractSeparation Agreement and General Release • February 28th, 2005 • Grainger W W Inc • Wholesale-durable goods
This Separation Agreement and General Release (“Agreement”) is made and entered into this 30th day of November, 2004, by and between W.W. Grainger, Inc. (“Grainger”) and James A. Garman (the “Officer”). The Officer understands and voluntarily enters into this Agreement with Grainger and, in consideration of the Separation Payments and benefit continuation described herein, agrees as follows:
PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • March 6th, 2006 • Grainger W W Inc • Wholesale-durable goods • 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 AgreementRestricted Stock Unit Agreement • March 6th, 2006 • Grainger W W Inc • Wholesale-durable goods • 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”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • May 7th, 2004 • Grainger W W Inc • Wholesale-durable goods
This Separation Agreement and General Release (“Agreement”) is made and entered into this 31st day of March 2004, by and between W.W. Grainger, Inc. (“Grainger” as used in this document means W.W. Grainger, Inc. and all subsidiaries and affiliates, as well as any present or former officer, director, employee, agent or benefit plan of Grainger or any subsidiary or affiliate) and John W. Slayton, Jr. (the “Officer”). The Officer, together with his Spouse, Elizabeth Slayton, (“Spouse”) understand and voluntarily enter into this Agreement with Grainger and in consideration of the compensation and benefit continuation described herein, agree as follows:
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • October 29th, 2015 • Grainger W W Inc • Wholesale-durable goods • Illinois
THIS AMENDMENT NO. 1 (this “Amendment”) is made as of April 7, 2015 (the “Facility Increase Effective Date”) by and among W.W. Grainger, Inc. (the “Company”), the lenders listed on the signature pages hereto (the “Lenders”) and U.S. Bank National Association, as Administrative Agent (in such capacity, the “Administrative Agent”), under that certain Credit Agreement, dated as of August 22, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Company, each of the subsidiaries who may become party thereto (collectively, the “Borrowing Subsidiaries” and together with the Company, the “Borrowers”), the Lenders and the Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Credit Agreement.
ContractStock 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").
