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EXHIBIT 10(d)




THE SHERWIN-WILLIAMS COMPANY

2006 STOCK PLAN FOR NONEMPLOYEE DIRECTORS




Restricted Stock Grant



									

	Grantee:

	 	 	 	Date of Grant:	 	 	 	 
	 

	 	 

	 	 	 	 

	 	 






									
	Number of Shares:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 







									

	Shares Vesting:

	 	 	 	Date of Vesting:	 	 	 	 
	Shares Vesting:

	 	 

	 	Date of Vesting:
	 	 

	 	 
	Shares Vesting:

	 	 

	 	Date of Vesting:
	 	 

	 	 
	 

	 	 

	 	 	 	 

	 	 






     1. Grant of Restricted Shares. The Board of Directors (the “Board”) of The Sherwin-Williams
Company (the “Company”) grants to you (the “Grantee”) the aggregate number of shares of Common
Stock, $1.00 par value, of the Company set forth above (the “Restricted Shares”) in accordance with
the terms hereof and of The Sherwin-Williams Company 2006 Stock Plan for Nonemployee Directors (the
“Plan”). Capitalized terms used herein without definition shall have the meanings assigned to them
in the Plan.



     2. Vesting of Restricted Shares. (A) The Restricted Shares shall vest to the extent of
one-third of the shares after Grantee has continuously served as a member of the Board for one full
year from the Date of Grant and additional one-third of the shares after each of the next two
successive full years thereafter during which Grantee shall have continuously served as a member of
the Board (the “Restriction Period”).



          (B) Notwithstanding Section 2(A) above, in the event of a “Change of Control” of the Company,
as defined below, during the Restriction Period the full number of the shares of Restricted Shares
shall immediately vest.




     3. Termination of Right to Restricted Shares. (A) On the date Grantee ceases to be a member
of the Board at any time during the Restriction Period, Grantee shall forfeit and lose all rights
to the Restricted Shares, except as otherwise provided below:




     (i) In the event of the death of Grantee during the Restriction Period, the full
number of Restricted Shares shall immediately vest.




     (ii) In the event Grantee ceases to be a member of the Board as a result of a
“Disability” due to sickness or bodily injury during the Restriction Period, the full
number of Restricted Shares shall immediately vest. The term “Disability” as used in
this grant means permanent and total disability within
the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as the same
has been or may be amended from time to time.




     (iii) In the event Grantee ceases to be a member of the Board by reason of
Retirement, all rights of Grantee under this grant shall continue as if Grantee had
continued as a member of the Board. The term “Retirement” as used in this grant means



 









 







termination of Grantee’s status as a member of the Board at or after attaining the age
of sixty-five (65) or completing either five (5) years of service or five (5) one year
terms as a member of the Board by reason of resignation from the Board or by reason of
not standing for reelection as a member of the Board.



          (B) In the event that Grantee knowingly or willfully engages in misconduct during the
Restriction Period, which is materially harmful to the interests of the Company or a Subsidiary as
determined by the Board, all rights of Grantee in the Restricted Shares shall terminate.




     4. Book Entry Account; Stockholder Rights. Within a reasonable time following the Date of
Grant, the Company shall instruct its transfer agent to establish a book entry account representing
the Restricted Shares in Grantee’s name effective as of the Date of Grant, provided that the
Company shall retain control over the account until the Restricted Shares have vested. On the Date
of Grant, ownership of the Restricted Shares shall immediately transfer to Grantee and, except for
the substantial risk of forfeiture and the restrictions on transfer expressly set forth herein,
Grantee shall be entitled to all voting, dividend, distribution and other ownership rights as may
apply to the Common Stock generally. Notwithstanding the foregoing, any stock dividends or other
in-kind dividends or distributions shall be held by the Company until the related Restricted Shares
have become vested in accordance with this grant and shall remain subject to the forfeiture
provisions applicable to the Restricted Shares to which such dividends or distributions relate.



     5. Change of Control. A “Change of Control” shall mean the occurrence of any of the following
events:



          (A) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act) (a “Person”) is or become the beneficial owner (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 30% or more of the combined voting power of the
then-outstanding voting stock of the Company; provider, however, that:





     (i) for purposes of this Section 5, the following acquisitions will not constitute a
Change in Control: (1) any acquisition of voting stock directly from Company that is
approved by a majority of the Incumbent Directors, (2) any acquisition of voting stock by
Company or any Subsidiary, (3) any acquisition of voting stock by the trustee or other
fiduciary holding securities under any employee benefit plan (or related trust) sponsored
or maintained by Company or any
Subsidiary, and (4) any acquisition of voting stock by any Person pursuant to a
Business Transaction that complies with clauses (1), (2) and (3) of Section 5(a)(iii)
below;




     (ii) if any Person is or becomes the beneficial owner of 30% or more of combined
voting power of the then-outstanding voting stock as a result of a transaction described in
clause (1) of Section 5(A)(i) above and such Person thereafter becomes the beneficial owner
of any additional shares of voting stock representing 1% or more of the then-outstanding
voting stock, other than in an acquisition directly from Company that is approved by a
majority of the Incumbent Directors or other than as a result of a stock dividend, stock
split or similar transaction effected by Company in which all holders of voting stock are
treated equally, such subsequent acquisition shall be treated as a Change in Control; or




     (iii) a Change in Control will not be deemed to have occurred if a



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Person is or
becomes the beneficial owner of 30% or more of the voting stock as a result of a reduction
in the number of shares of voting stock outstanding pursuant to a transaction or series of
transactions that is approved by a majority of the Incumbent Directors unless and until
such Person thereafter becomes the beneficial owner of any additional shares of voting
stock representing 1% or more of the then-outstanding voting stock, other than as a result
of a stock dividend, stock split or similar transaction effected by Company in which all
holders of voting stock are treated equally; and




     (iv) if at least a majority of the Incumbent Directors determine in good faith that a
Person has acquired beneficial ownership of 30% or more of the voting stock inadvertently,
and such Person divests as promptly as practicable but no later than the date, if any, set
by the Incumbent Board a sufficient number of shares so that such Person beneficially owns
less than 30% of the voting stock, then no Change in Control shall have occurred as a
result of such Person’s acquisition; or



          (B) a majority of the Board ceases to be comprised of Incumbent Directors; or




          (C) the consummation of a reorganization, merger or consolidation, or sale or other
disposition of all or substantially all of the assets of Company or the acquisition of the stock or
assets of another corporation, or other transaction (each, a “Business Transaction”), unless, in
each case, immediately following such Business Transaction (1) the voting stock outstanding
immediately prior to such Business Transaction continues to represent (either by remaining
outstanding or by being converted into voting stock of the surviving entity or any parent thereof),
more than 50% of the combined voting power of the then outstanding shares of voting stock of the
entity resulting from such Business Transaction (including, without limitation, an entity which as
a result of such transaction owns Company or all or substantially all of Company’s assets either
directly or through one or more subsidiaries), (2) no Person (other than Company, such entity
resulting from such Business Transaction, or any employee benefit plan (or related trust) sponsored
or maintained by Company, any Subsidiary or such entity resulting from such Business Transaction)
beneficially owns, directly or indirectly, 30% or more of the combined voting power of the then
outstanding shares of voting stock of the entity resulting from such Business Transaction, and (3)
at least a majority of the members of the board of directors of the entity resulting from such
Business Transaction were Incumbent Directors at the time of the execution of the initial agreement
or of the action of the Board providing for such Business Transaction; or




          (D) approval by the shareholders of Company of a complete liquidation or dissolution of
Company, except pursuant to a Business Transaction that complies with clauses (1), (2) and (3) of
Section 5(C).



For purposes of this Section 5, the term “Incumbent Directors” shall mean, during any period of two
consecutive years, individuals who at the beginning of such period constituted the Board and any
new director (other than a director initially elected or nominated as a director as a result of an
actual or threatened election contest with respect to directors or any other actual or threatened
solicitation of proxies by or on behalf of such director) whose election by the Board or nomination
for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors at the beginning of the period or
whose election or nomination for election was previously so approved.




     6. Transferability. During the Restriction Period, Grantee shall not be permitted to



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sell,
transfer, pledge, encumber, assign or dispose of the Restricted Shares. The Restricted Shares
granted hereunder shall be deemed to be subject to a substantial risk of forfeiture within the
meaning of Section 83 of the Internal Revenue Code.



     7. Withholding Taxes. If the Company shall be required to withhold any federal, state, local
or foreign tax in connection with the Restricted Shares, Grantee shall pay or make provision
satisfactory to the Company for payment of all such taxes.



     8. No Right to Future Awards or Service. The grant is a voluntary, discretionary bonus being
made on a one-time basis and it does not constitute a commitment to make any future awards. This
grant will not confer upon Grantee any right with respect to continuance of service as a member of
the Board, nor will it interfere in any way with any right the Company would otherwise have to
terminate Grantee’s service at any time.



     9. Severability. If any provision of this grant or the application of any provision hereof to
any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of
this grant 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.



     10. Governing Law. This grant 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.



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