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W.W. Grainger, Inc. – ‘10-K’ for 12/31/09 – ‘EX-10’

On:  Thursday, 2/25/10, at 11:09am ET   ·   For:  12/31/09   ·   Accession #:  277135-10-11   ·   File #:  1-05684

Previous ‘10-K’:  ‘10-K’ on 2/27/09 for 12/31/08   ·   Next:  ‘10-K’ on 2/28/11 for 12/31/10   ·   Latest:  ‘10-K’ on 2/22/24 for 12/31/23   ·   4 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/25/10  W.W. Grainger, Inc.               10-K       12/31/09   56:7.1M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report -- form10k123109                      HTML   1.33M 
23: EX-3        Exhibit 3B Amended Bylaws                           HTML    115K 
 8: EX-10       Exhibit 10Biv2 Amendment to Executive Death         HTML     20K 
                Benefit Plan                                                     
 9: EX-10       Exhibit 10Bix Form of Change in Control Agreement   HTML    121K 
10: EX-10       Exhibit 10Bxii Directors Compensation Program       HTML     18K 
11: EX-10       Exhibit 10Bxvi Form of Stock Option Award           HTML     40K 
                Agreement                                                        
12: EX-10       Exhibit 10Bxvii Form of Stock Option and            HTML     46K 
                Restricted Stock Unit Agreement                                  
13: EX-10       Exhibit 10Bxx Form of Performance Share Award       HTML     43K 
                Agreement                                                        
14: EX-10       Exhibit 10Bxxi Offer Letter                         HTML     32K 
15: EX-10       Exhibit 10Bxxiv 2010 Management Incentive Program   HTML     33K 
16: EX-10       Exhibit 10Bxxv Form of Incentive Program            HTML     25K 
                Recoupment Agreement                                             
 2: EX-21       Exhibit 21 Subsidiaries                             HTML     21K 
 3: EX-23       Exhibit 23 Consent                                  HTML     18K 
 4: EX-31.A     Exhibit 31A CEO Certification                       HTML     24K 
 5: EX-31.B     Exhibit 31B CFO Certification                       HTML     24K 
 6: EX-32.A     Exhibit 32A CEO Certification                       HTML     19K 
 7: EX-32.B     Exhibit 32B CFO Certification                       HTML     19K 
46: XML         IDEA XML File -- Definitions and References          XML    108K 
52: XML         IDEA XML File -- Filing Summary                      XML     69K 
50: XML.R1      Condensed Consolidated Statements of Earnings        XML    229K 
51: XML.R2      Condensed Consolidated Statements of Comprehensive   XML    191K 
                Earnings                                                         
33: XML.R3      Parenthetical Data to the Condensed Consolidated     XML     58K 
                Statements of Comprehensive Earnings                             
38: XML.R4      Condensed Consolidated Balance Sheets                XML    371K 
44: XML.R5      Parenthetical Data to the Condensed Consolidated     XML    104K 
                Balance Sheets                                                   
43: XML.R6      Condensed Consolidated Statements of Cash Flows      XML    402K 
55: XML.R7      Consolidated Statements of Shareholders' Equity      XML    547K 
29: XML.R8      Parenthetical Data to the Consolidated Statements    XML     49K 
                of Shareholders' Equity                                          
42: XML.R9      Background and Basis of Presentation                 XML     37K 
27: XML.R10     Summary of Significant Accounting Policies           XML     70K 
26: XML.R11     Business Acquisitions                                XML     37K 
32: XML.R12     Allowance for Doubtful Accounts                      XML     48K 
48: XML.R13     Inventories                                          XML     33K 
34: XML.R14     Investments in Unconsolidated Entities               XML    117K 
35: XML.R15     Capitalized Software                                 XML     33K 
40: XML.R16     Short-Term Debt                                      XML     67K 
56: XML.R17     Long-Term Debt                                       XML     54K 
31: XML.R18     Employee Benefits                                    XML    325K 
24: XML.R19     Leases                                               XML     44K 
37: XML.R20     Stock Incentive Plans                                XML    263K 
47: XML.R21     Capital Stock                                        XML     73K 
30: XML.R22     Accumulated Other Comprehensive Earnings             XML     61K 
45: XML.R23     Noncontrolling Interest                              XML     46K 
36: XML.R24     Income Taxes                                         XML    192K 
54: XML.R25     Earnings Per Share                                   XML     89K 
49: XML.R26     Segment Information                                  XML    251K 
39: XML.R27     Selected Quarterly Financial Data                    XML     96K 
41: XML.R28     Contingencies and Legal Matters                      XML     40K 
25: XML.R29     Document Information                                 XML     42K 
28: XML.R30     Entity Information                                   XML    106K 
53: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS    140K 
17: EX-101.INS  XBRL Instance -- gww-20091231                        XML   1.77M 
19: EX-101.CAL  XBRL Calculations -- gww-20091231_cal                XML    164K 
20: EX-101.DEF  XBRL Definitions -- gww-20091231_def                 XML     53K 
21: EX-101.LAB  XBRL Labels -- gww-20091231_lab                      XML    555K 
22: EX-101.PRE  XBRL Presentations -- gww-20091231_pre               XML    353K 
18: EX-101.SCH  XBRL Schema -- gww-20091231                          XSD     63K

‘EX-10’   —   Exhibit 10Bxxv Form of Incentive Program Recoupment Agreement

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 C:   C:   C: 
Exhibit 10b (xxv)

W.W. GRAINGER, INC.
INCENTIVE PROGRAM RECOUPMENT AGREEMENT


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”).

Subject to the Executive’s acceptance of the terms and conditions of this Agreement and the entry into an Unfair Competition Agreement concurrent herewith (the “Unfair Competition Agreement”), Executive will be eligible for participation in the 2010 management incentive program or any program paid on the same basis such as a covered employee benefit program (collectively “Covered Programs”) as set forth in either the Summary Description of the 2010 Company Management Incentive Program (the “Summary Description”) or the Covered Employee Annual Incentive Award Section of the 2005 Incentive Plan (the “Annual Incentive Award Section”).  In turn, the Executive desires to enter into this Agreement and the Unfair Competition Agreement and participate in the Covered Programs all on the terms and conditions set forth in this Agreement and the Unfair Competition Agreement and subject to the Summary Description or Annual Incentive Award Section.

NOW, THEREFORE, in consideration of the mutual promises set forth below and in the Unfair Competition Agreement, the parties hereto agree as follows:

1.  
 General.  The Covered Programs are based on the Company’s achievement of certain established targets as set forth in the Summary Description or the Annual Incentive Award Section.  Any payout made pursuant to the Covered Programs are subject to terms and conditions as set forth on an annual basis.  Participation in the Covered Programs do not guarantee a payout to the Executive.

2.  
Recoupment of Incentive-based Compensation.

a.  
If the Board of Directors determines that the Executive has committed fraud against the Company or has been engaged in any criminal conduct that involves or is related to the Company and such Executive is entitled to receive performance shares, stock options, restricted stock units or cash incentive compensation (“Incentive Compensation”) then the Company shall recover from the Executive such Incentive Compensation, in whole or in part, for any period of time, as it deems appropriate under the circumstances.  The Board shall have sole discretion in determining whether the Executive’s conduct was in compliance with the law or Company policy and the extent to which the Company will seek recovery of the Incentive Compensation notwithstanding any other remedies available to the Company.

 
1
 


b.  
In the event of a restatement of materially inaccurate financial results, the Board has the discretion to recover cash incentive payments or the settlement of performance shares (“Incentive Payments”) that were paid or settled to the Executive during the period covered by the restatement as set forth herein.  If the payment or settlement of Incentive Payments would have been lower had the achievement of applicable financial performance goals been calculated based on such restated financial results, the Board may, if it determines appropriate in its sole discretion, recover the portion of the paid or settled Incentive Payments in excess of the payment or settlement that would have been made based on the restated financial results.  The Company will not seek to recover Incentive Payments received or settled more than three years after the date of the initial filing that contained the incorrect financial results.

3.  
Governing Law; Jurisdiction.  This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. Any action arising under or relating to this Agreement may be taken in a court of appropriate jurisdiction, either state or federal, situated in Cook County, Illinois.  Each party hereby consents to the jurisdiction of any court before which the action has been brought in accordance with this Section and will accept service of process by any method permitted by the rules of, or applicable to, such court, whether or not such party then resides within such court’s jurisdiction.


IN WITNESS WHEREOF, the Company has caused this Incentive Program Recoupment Agreement to be executed by a duly authorized Officer of the Company and the Executive hereby agrees to all the terms and conditions set forth above.


 
W.W. GRAINGER, INC.

By:____________________________________
                        James T. Ryan
Chairman, President and Chief Executive Officer



 
_____________________________________                                                                       
Executive (Signature)
 
_____________________________________
Executive (Print Name)
 
_____________________________________
Date


 

2

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/22/24  W.W. Grainger, Inc.               10-K       12/31/23   92:11M
 2/21/23  W.W. Grainger, Inc.               10-K       12/31/22   92:11M
 2/23/22  W.W. Grainger, Inc.               10-K       12/31/21   87:12M
 2/24/21  W.W. Grainger, Inc.               10-K       12/31/20   90:15M
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Filing Submission 0000277135-10-000011   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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