W.W. Grainger (GWW)

Article 12. Tax Withholding.

If any federal, state, and local tax withholding may be required in respect of the grant, vesting or exercise of any Award or the settlement of any Stock Unit (any such event, “Taxable Event”), the Company shall have the authority to withhold, or require an Outside Director to remit to the Company, an amount sufficient to satisfy such tax withholding. The Company may defer the payment of cash or delivery of Shares in connection with a Taxable Event until such withholding requirements have been satisfied. The Committee may, in its discretion, permit an Outside Director to elect, subject to such conditions as the Committee may require, to have the Company withhold Shares otherwise deliverable pursuant to the Plan and having a Fair Market Value sufficient to satisfy all or part of any Outside Director’s estimated total federal, state, and local tax obligation associated with a Taxable Event.

14.5.  

amount to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Plan.