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GWW » Topics » Benefit Upon Change in Control

These excerpts taken from the GWW 10-K filed Feb 27, 2008.
Benefit Upon Change in Control. Upon a Change in Control (as defined in Section 2.8 of the W.W. Grainger, Inc. 2005 Incentive Plan, as may be amended from time to time), that is also a change in the ownership or effective control of the Company (as defined in Treasury Regulation §1.409A-3(i)(5)) for each Participant who then has reached his Early Retirement Date or Normal Retirement Date, the Company immediately will pay to such Participant a lump sum benefit equal to the present value (determined using 120% of the applicable federal rate as defined under Section 1274 of the Internal Revenue Code and published periodically by the Internal Revenue Service) of the death benefit that would have been payable on behalf of such Participant under Section 4.3 if such Participant had died at age eighty (80). In determining whether a Participant has reached his Early Retirement Date or Normal Retirement Date for purposes of this Section 4.6, the Participant’s age and Years of Service each shall be deemed increased by three (3) years. Following payment of a benefit under this Section 4.6, no additional benefits shall be payable to or on behalf of a Participant under this Plan.

Benefit Upon Change in Control. Upon a Change in Control (as defined in Section 2.8 of the W.W. Grainger, Inc. 2005 Incentive Plan, as may be amended from time to time), that is also a change in the ownership or effective control of the Company (as defined in Treasury Regulation §1.409A-3(i)(5)) for each Participant who then has reached his Early Retirement Date or Normal Retirement Date, the Company immediately will pay to such Participant a lump sum benefit equal to the present value (determined using 120% of the applicable federal rate as defined under Section 1274 of the Internal Revenue Code and published periodically by the Internal Revenue Service) of the death benefit that would have been payable on behalf of such Participant under Section 4.3 if such Participant had died at age
eighty (80). In determining whether a Participant has reached his Early Retirement Date or Normal Retirement Date for purposes of this Section 4.6, the Participant’s age and Years of Service each shall be deemed increased by three (3) years. Following payment of a benefit under this Section 4.6, no additional benefits shall be payable to or on behalf of a Participant under this Plan.



EXCERPTS ON THIS PAGE:

10-K (2 sections)
Feb 27, 2008

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