EXHIBIT 10(a)
ILLINOIS TOOL WORKS INC.
NON-OFFICER DIRECTORS' RESTRICTED STOCK PLAN
In December 1994, the Board adopted The Directors' Restricted Stock Grant
Program whereby non-officer, non-employee Directors would receive 900 shares of
the Company's Common Stock as part of his or her compensation. This program was
continued in December 1997. Board approval is being requested to continue this
Program for another three year period.
RESOLVED: that the Company shall issue to each of its current
non-officer, non-employee Directors as part of his or her Director's
compensation a grant of 900 shares of the Company's Common Stock, $.01 par value
(the "Restricted Stock"), effective January 2, 2001;
FURTHER RESOLVED: that when any other Director who is neither an officer
nor an employee of the Company becomes a member of this Board between January 2,
2001 and January 2, 2004, such Director shall receive as part of his or her
Director's compensation a grant, on the first business day of the January
following the commencement of such Director's service, 300 shares for each full
year of service remaining during the period January 2, 2001 to January 2, 2004;
FURTHER RESOLVED: that the Restricted Stock issued pursuant to this
resolution shall be subject to the following:
1. The Restricted Stock is forfeitable to the Company until "earned out" as
follows: 300 shares of Restricted Stock shall become non-forfeitable on the
first business day in January in each of the years 2002, 2003 and 2004,
commencing January 2, 2002, except that all shares granted to any Director shall
become non-forfeitable on the date that such Director retires from this Board in
accordance with the Board's policy on retirement or on the date that such
Director dies;
2. Full voting and dividend rights with respect to the Restricted Stock shall be
held by the respective Directors from the date of grant of the Restricted Stock
to them;
3. Any shares of Restricted Stock granted pursuant to this resolution shall be
subject, as appropriate, to stock splits, reverse stock splits, stock dividends,
combinations of shares or other changes with respect to the Company's Common
Stock;
4. None of the Restricted Stock may be sold or transferred (including, transfer
by gift or donation) prior to January 2, 2004, except upon retirement or death
as provided in paragraph 1 or upon approval by the Company of a completed
transfer form submitted by the Director;
5. Prior to the termination of the restriction on the sale or transfer set forth
in paragraph 4, the certificates representing the Restricted Stock will be held
by the Company's corporate secretary; and
6. If any grantee shall cease to serve as a Director of the Company for any
reason (other than retirement or death as described in paragraph 1) prior to
January 2, 2004, the Restricted Stock remaining subject to forfeiture pursuant
to paragraph 1 will revert to the Company, but all Restricted Stock which has
been "earned out" may be sold after service as a Director ceases,
notwithstanding the requirements of paragraph 4, subject only to such
restrictions as may be established by the Company in order to comply with
federal or state securities laws or other legal requirements;
FURTHER RESOLVED: that this Board shall have broad discretion to
administer this Restricted Stock Grant Program, including (i) the renewal of the
Program for successive three year terms, and (ii) changing the vesting
provisions; and
FURTHER RESOLVED: that management is hereby authorized to do or cause to
be done any and all further acts, including the execution and delivery in the
name and on behalf of the Company and under its corporate seal (if required by
law) of any certificates, instruments, documents and filings, as such officer
may, with the advice of counsel, deem necessary or desirable to carry out the
purpose and intent of this resolution and to comply with all legal requirements
relating thereto.
