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)
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
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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