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EXHIBIT 10(b)




THE SHERWIN-WILLIAMS COMPANY

2006 EQUITY AND PERFORMANCE INCENTIVE PLAN

(Amended and Restated as of April 21, 2010)




Nonqualified Stock Option Award — Additional Terms and Conditions



          1. Grant of Option. The Board of Directors (the “Board”) of The Sherwin-Williams Company (the
“Company”) has granted an option to you pursuant to a Notice of Award that has been delivered to
you. Each option entitles you to purchase from the Company one share of Common Stock of the
Company at the Option Price per share in accordance with the terms of The Sherwin-Williams Company
2006 Equity and Performance Incentive Plan, as amended and restated as of April 21, 2010 (the
“Plan”), the related Prospectus, the Notice of Award, these Additional Terms and Conditions, and
such other rules and procedures as may be adopted by the Company. Capitalized terms used herein
without definition shall have the meanings assigned to them in the Plan.




          2. Vesting of Option. (A) The option (unless terminated as hereinafter provided) shall be
exercisable only to the extent of one-third of the shares after you shall have been in the
continuous employ of the Company or any Subsidiary for one full year from the Date of Grant and to
the extent of an additional one-third of such shares after each of the next two successive full
years thereafter during which you shall have been in the continuous employ of the Company or any
Subsidiary.





     (B) Notwithstanding Section 2(A) above, the option shall become immediately
exercisable in full if you should die while in the employ of the Company or any Subsidiary.




     (C) Notwithstanding Section 2(A) above, in the event of a “Change of Control” of the
Company, as defined in Section 2(f) of the Plan, any unvested number of options shall vest
and become exercisable in accordance with Section 12 of the Plan.



          3. Termination of Option. The option shall terminate on the earliest of the following dates:





     (A) The date on which you cease to be an employee of the Company or a Subsidiary,
unless you cease to be such employee by reason of (i) death, or (ii) disability;




     (B) Three years after the date of your death if (i) you die while an employee of the
Company or a Subsidiary or (ii) you die following your Retirement;




     (C) Three years after the date you are terminated by the Company or a Subsidiary as a
result of expiration of available disability leave of absence pursuant to applicable
Company policy due to sickness or bodily injury;




     (D) Ten years from the Date of Grant; or



 









 






     (E) The date on which you knowingly or willfully engage in misconduct, which is
materially harmful to the interests of the Company or a Subsidiary as determined by the
Board.



     Notwithstanding the foregoing, in the event your employment terminates as a result of normal
retirement age as defined under the applicable retirement plan of the Company or a Subsidiary, all
of your rights under this grant shall continue as if you had continued employment.



          4. Exercise and Payment of Option. To the extent exercisable, the option may be exercised in
whole or in part from time to time. The Option Price shall be payable (i) in cash or by check
acceptable to the Company or by wire transfer of immediately available funds, (ii) by the actual or
constructive transfer to the Company by you of nonforfeitable, unrestricted shares of Common Stock
of the Company owned by you and having an aggregate Market Value Per Share at the time of exercise
of the option equal to the total Option Price of the shares of Common Stock which are the subject
of such exercise, (iii) by a combination of such methods of payment, or (iv) by such other methods
as may be approved by the Board.




          5. Transferability, Binding Effect. The option is not transferable by you otherwise than by
will or the laws of descent and distribution, and in no event shall this award be transferred for
value. Except as otherwise determined by the Board, this option is exercisable, during your
lifetime, only by you or, in the case of your legal incapacity, only by your guardian or legal
representative. These Additional Terms and Conditions bind you and your guardians, legal
representatives and heirs.




          6. Compliance with Law. The option shall not be exercisable if such exercise would involve a
violation of any law.




          7. Withholding Taxes. If the Company shall be required to withhold any federal, state, local
or foreign tax in connection with exercise of the option, it shall be a
condition to such exercise that you pay or make provision satisfactory to the Company for
payment of all such taxes.




          8. No Right to Future Awards or Employment. The option award is a voluntary, discretionary
bonus being made on a one-time basis and it does not constitute a commitment to make any future
awards. The option award and any related payments made to you will not be considered salary or
other compensation for purposes of any severance pay or similar allowance, except as otherwise
required by law. Nothing contained herein will not confer upon you any right with respect to
continuance of employment or other service with the Company or any Subsidiary, nor will it
interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate
your employment or other service at any time.




          9. Severability. If any provision of these Additional Terms and Conditions or the application
of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise
illegal, the remainder of these Additional Terms and Conditions and the application of such
provision to any other person or circumstances shall not be affected, and the provisions so held to
be invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the
extent) necessary to make it enforceable, valid and legal.




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          10. Governing Law. These Additional Terms and Conditions shall be governed by and construed
with the internal substantive laws of the State of Ohio, without giving effect to any principle of
law that would result in the application of the law of any other jurisdiction.




          11. Application of The Sherwin-Williams Company Executive Compensation Adjustment and
Recapture Policy. You acknowledge and agree that the terms and conditions set forth in The
Sherwin-Williams Company Executive Compensation Adjustment and Recapture Policy (“Policy”) are
incorporated in these Additional Terms and Conditions by reference. To the extent the Policy is
applicable to you, it creates additional rights for the Company with respect to your option award.







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THE SHERWIN-WILLIAMS COMPANY

2006 EQUITY AND PERFORMANCE INCENTIVE PLAN

(Amended and Restated as of April 21, 2010)




Incentive Stock Option Award — Additional Terms and Conditions



          1. Grant and Nature of Option. The Board of Directors (the “Board”) of The Sherwin-Williams
Company (the “Company”) has granted an option to you pursuant to a Notice of Award that has been
delivered to you. The option is intended to qualify as an Incentive Stock Option as defined in
Section 422 of the Code. Each option entitles you to purchase from the Company one share of Common
Stock of the Company at the Option Price per share in accordance with the terms of The
Sherwin-Williams Company 2006 Equity and Performance Incentive Plan, as amended and restated as of
April 21, 2010 (the “Plan”), the related Prospectus, the Notice of Award, these Additional Terms
and Conditions, and such other rules and procedures as may be adopted by the Company. Capitalized
terms used herein without definition shall have the meanings assigned to them in the Plan.




          2. Vesting of Option. (A) The option (unless terminated as hereinafter provided) shall be
exercisable only to the extent of one-third of the shares after you shall have been in the
continuous employ of the Company or any Subsidiary for one full year from the Date of Grant and to
the extent of an additional one-third of such shares after each of the next two successive full
years thereafter during which you shall have been in the continuous employ of the Company or any
Subsidiary.





     (B) Notwithstanding Section 2(A) above, the option shall become immediately
exercisable in full if you should die while in the employ of the Company or any Subsidiary.




     (C) Notwithstanding Section 2(A) above, in the event of a “Change of Control” of the
Company, as defined in Section 2(f) of the Plan, any unvested number of options shall vest
and become exercisable in accordance with Section 12 of the Plan.



          3. Termination of Option. The option shall terminate on the earliest of the following dates:





     (A) The date on which you cease to be an employee of the Company or a Subsidiary,
unless you cease to be such employee by reason of (i) death, or (ii) disability;




     (B) Three years after the date of your death if (i) you die while an employee of the
Company or a Subsidiary or (ii) you die following your Retirement;




     (C) Three years after the date you are terminated by the Company or a Subsidiary as a
result of expiration of available disability leave of absence pursuant to applicable
Company policy due to sickness or bodily injury;



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     (D) Ten years from the Date of Grant; or




     (E) The date on which you knowingly or willfully engage in misconduct, which is
materially harmful to the interests of the Company or a Subsidiary as determined by the
Board.



     Notwithstanding the foregoing, in the event your employment terminates as a result of normal
retirement age as defined under the applicable retirement plan of the Company or a Subsidiary, all
of your rights under this grant shall continue as if you had continued employment



          4. Exercise and Payment of Option. To the extent exercisable, the option may be exercised in
whole or in part from time to time. The Option Price shall be payable (i) in cash or by check
acceptable to the Company or by wire transfer of immediately available funds, (ii) by the actual or
constructive transfer to the Company by you of nonforfeitable, unrestricted shares of Common Stock
of the Company owned by you and having an aggregate Market Value Per Share at the time of exercise
of the option equal to the total Option Price of the shares of Common Stock which are the subject
of such exercise, (iii) by a combination of such methods of payment, or (iv) by such other methods
as may be approved by the Board.




          5. Transferability, Binding Effect. The option is not transferable by you otherwise than by
will or the laws of descent and distribution, and in no event shall this award be transferred for
value. Except as otherwise determined by the Board this option is exercisable, during your
lifetime, only by you, or, in the case of your legal incapacity, only by your guardian or legal
representative. These Additional Terms and Conditions bind you and your guardians, legal
representatives and heirs.




          6. Compliance with Law. The option shall not be exercisable if such exercise would involve a
violation of any law.




          7. Withholding Taxes. If the Company shall be required to withhold any federal, state, local
or foreign tax in connection with exercise of the option, it shall be a
condition to such exercise that you pay or make provision satisfactory to the Company for
payment of all such taxes.




          8. No Right to Future Awards or Employment. The option award is a voluntary, discretionary
bonus being made on a one-time basis and it does not constitute a commitment to make any future
awards. The option award and any related payments made to you will not be considered salary or
other compensation for purposes of any severance pay or similar allowance, except as otherwise
required by law. Nothing contained herein will not confer upon you any right with respect to
continuance of employment or other service with the Company or any Subsidiary, nor will it
interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate
your employment or other service at any time.




          9. Severability. If any provision of these Additional Terms and Conditions or the application
of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise
illegal, the remainder of these Additional Terms and Conditions and the application of such
provision to any other person or circumstances shall not be affected, and




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the provisions so held to
be invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the
extent) necessary to make it enforceable, valid and legal.




          10. Governing Law. These Additional Terms and Conditions shall be governed by and construed
with the internal substantive laws of the State of Ohio, without giving effect to any principle of
law that would result in the application of the law of any other jurisdiction.




          11. Application of The Sherwin-Williams Company Executive Compensation Adjustment and
Recapture Policy. You acknowledge and agree that the terms and conditions set forth in The
Sherwin-Williams Company Executive Compensation Adjustment and Recapture Policy (“Policy”) are
incorporated in these Additional Terms and Conditions by reference. To the extent the Policy is
applicable to you, it creates additional rights for the Company with respect to your option award.




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