This excerpt taken from the GWW 10-Q filed Aug 2, 2006.
Article 1. Establishment, Objectives, and Duration.
1.1. Establishment of the Plan. W.W. Grainger, Inc., an Illinois corporation (the Company), hereby establishes its Director Stock Plan (the Plan).
1.2. Objectives of the Plan. The objectives of the Plan are to enhance the ability of the Company to attract and retain the best-qualified directors, to increase the identity of interest between directors and the Companys shareholders, and to provide additional incentives for directors to maximize the long-term success of the Companys business.
1.3. Duration of the Plan. The Plan became effective on April 30, 1997 (the Effective Date). Subject to the right of the Board to amend or terminate the Plan pursuant to Article 14, (i) Awards may be granted from time to time on or after the Effective Date so long as Shares reserved for delivery under Section 4.1 remain available and (ii) Compensation earned by the Outside Directors from time to time after the Effective Date may be deferred.