This excerpt taken from the GWW 10-K filed Mar 6, 2006.
Stock Option and Restricted Stock Unit Agreement
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).
Pursuant to the W.W. Grainger, Inc. 2005 Incentive Plan (the "Plan") and in consideration of the Employee's agreement to enter into that certain Unfair Competition Agreement between the Company and the Employee of even date herewith (the Unfair Competition Agreement), the Company desires to grant to the Employee (i) the right and option (Option) to purchase shares of the Companys common stock (Common Stock) and (ii) restricted stock units (referred to herein as RSUs), and the Employee desires to enter into the Unfair Competition Agreement and accept such Option and RSUs (the Awards), on the terms and conditions set forth in this Agreement, the Plan and the Unfair Competition Agreement.
Capitalized terms used but not defined in this Agreement shall have the meanings specified in the Plan.
In consideration of the mutual promises set forth below and in the Unfair Competition Agreement, the parties hereto agree as follows: