EXHIBIT
(10)I


 


INDEMNIFICATION
AGREEMENT


 


AGREEMENT, effective as
of
                          ,         , between Ecolab Inc., a Delaware
corporation (the “Company”), and
                                    
(the “Director”), a director of the Company;


 


WHEREAS, in recognition
of Director’s need for substantial protection against personal liability in
order to enhance Director’s service to the Company in an effective manner and
Director’s reliance on the provisions of the By - Laws requiring indemnification
of the Director under certain circumstances, and in part to provide Director
with specific contractual assurance that the protection promised by such By -
Laws will be available to Director (regardless of, among other things, any
amendment to or revocation of such By - Laws or any change in the composition
of the Company’s Board of Directors or acquisition transaction relating to the
Company), the Company wishes to provide in this Agreement for the
indemnification of and the advancing of expenses to Director to the full extent
(whether partial or complete) permitted by law and as set forth in this
Agreement, and, to the extent insurance is maintained, for the continued
coverage of Director under the Company’s directors’ and officers’ liability
insurance policies.


 


NOW THEREFORE, in
consideration of the premises and of Director agreeing to serve or continuing
to serve the Company directly or, at its request, with another enterprise, and
intending to be legally bound hereby, the parties hereto agree as follows:


 


1.             Basic
Indemnification Arrangement.


 


(a)           In the event Director
was, is or becomes a party to or witness or other participant in, or is
threatened to be made a party to or witness or other participant in, a Claim by
reason of (or arising in part out of) an Indemnifiable Event, the Company shall
indemnify Director to the fullest extent permitted by law as soon as
practicable but in any event no later than 30 days after written demand is
presented to the Company, against any and all Expenses, judgments, fines,
penalties and amounts paid in settlement of such Claim. If so requested by
Director, the Company shall advance (within ten business days of such written
request) any and all Expenses to Director (an “Expense Advance”).  Notwithstanding anything in this Agreement
to the contrary, and except as provided in Section 3, prior to a Change in
Control Director shall not be entitled to indemnification pursuant to this
Agreement in connection with any Claim initiated by Director against the
Company or any director or officer of the Company unless the Company has joined
in or consented to the initiation of such Claim.


 


(b)           Notwithstanding the
foregoing, (i) the obligations of the Company under Section 1(a) shall be
subject to the condition that the Reviewing Party shall not have determined (in
a written opinion, in any case in which the special independent counsel
referred to in Section 2 hereof is involved) that Director would not be
permitted to be


 

















 


indemnified under
applicable law, and (ii) the obligation of the Company to make an Expense
Advance pursuant to Section 1(a) shall be subject to the condition that,
if, when and to the extent that the Reviewing Party determines that Director
would not be permitted to be so indemnified under applicable law, the Company
shall be entitled to be reimbursed by Director (who hereby agrees to reimburse
the Company) for all such amounts theretofore paid; provided, however, that if
Director has commenced legal proceedings in a court of competent jurisdiction
to secure a determination that Director should be indemnified under applicable
law, any determination made by the Reviewing Party that Director would not be
permitted to be indemnified under applicable law shall not be binding and
Director shall not be required to reimburse the Company for any Expense Advance
until a final judicial determination is made with respect thereto (as to which
all rights of appeal there from have been exhausted or lapsed).  If there has not been a Change in Control,
the Reviewing Party shall be selected by the Board of Directors, and if there
has been such a Change in Control, the Reviewing Party shall be the special
independent counsel referred to in Section 2 hereof. If there has been no
determination by the Reviewing Party or if the Reviewing Party determines that
Director substantively would not be permitted to be indemnified in whole or in
part under applicable law, Director shall have the right to commence litigation
in any court in the states of Minnesota or Delaware having subject matter jurisdiction
thereof and in which venue is proper seeking an initial determination by the
court or challenging any such determination by the Reviewing Party or any
aspect thereof, and the Company hereby consents to service of process and to
appear in any such proceeding.  Any
determination by the Reviewing Party otherwise shall be conclusive and binding
on the Company and Director.


 


2.             Change in Control.


 


The Company agrees
that if there is a Change in Control of the Company, then with respect to all
matters thereafter arising concerning the rights of Director to indemnity
payments and Expense Advances under this Agreement or any other agreement or
Company By - Law now or hereafter in effect relating to Claims for
Indemnifiable Events, the Company shall seek legal advice only from special
independent counsel selected by Director and approved by the Company (which
approval shall not be unreasonably withheld), and who has not otherwise
performed services for the Company within the last five years (other than in
connection with such matters) or Director. 
Such counsel, among other things, shall render its written opinion to
the Company and Director as to whether and to what extent the Director would be
permitted to be indemnified under applicable law.  The Company agrees to pay the reasonable fees of the special,
independent counsel referred to above and to fully indemnify such counsel
against any and all expenses (including attorneys’ fees), claims, liabilities
and damages arising out of or relating to this Agreement or its engagement
pursuant hereto.


 


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3.             Indemnification
for Additional Expenses.


 


The Company shall
indemnify Director against any and all expenses (including attorneys’ fees)
and, if requested by Director, shall (within ten business days of such written
request) advance such expenses to Director, which are incurred by Director in
connection with any claim asserted against or action brought by Director for
(i) indemnification or advance payment of Expenses by the Company under this
Agreement or any other agreement or Company By-Law now or hereafter in effect
relating to Claims for Indemnifiable Events and/or (ii) recovery under any
directors’ and officers’ liability insurance policies maintained by the
Company, regardless of whether Director ultimately is determined to be entitled
to such indemnification, advance expense payment or insurance recovery, as the
case may be.


 


4.             Partial Indemnity,
Etc.


 


If Director is
entitled under any provision of this Agreement to indemnification by the
Company of some or a portion of the Expenses, judgments, fines, penalties and
amounts paid in settlement of a Claim but not, however, for all of the total
amount thereof, the Company shall nevertheless indemnify Director for the
portion thereof to which Director is entitled. 
Moreover, notwithstanding any other provision of this Agreement, to the
extent that Director has been successful on the merits or otherwise in defense
of any or all Claims relating in whole or in part to an Indemnifiable Event or
in defense of any issue or matter therein, including dismissal without
prejudice, Director shall be indemnified against all Expenses incurred in
connection therewith.  In connection with
any determination by the Reviewing Party or otherwise as to whether Director is
entitled to be indemnified hereunder the burden of proof shall be on the
Company to establish that Director is not so entitled.


 


5.             No Presumption.


 


For purposes of
this Agreement, the termination of any action, suit or proceeding by judgment,
order, settlement (whether with or without court approval) or conviction, or
upon a plea of nolo contendere, or its equivalent, shall not create a
presumption that Director did not meet any particular standard of conduct or have
any particular belief or that a court has determined that indemnification is
not permitted by applicable law.


 


6.             Non - exclusivity,
Etc.


 


The rights of the
Director hereunder shall be in addition to any other rights Director may have
under the Company’s By - Laws or the Delaware General Corporation Law or
otherwise.  To the extent that a change
in the Delaware General Corporation Law (whether by statute or judicial
decision), or the Company’s By - Laws, permits greater indemnification by
agreement than would be afforded currently under the Company’s By - Laws and
this


 


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Agreement, it is the
intent of the parties hereto that Director shall enjoy by this Agreement the
greater benefits so afforded by such change.


 


7.             Liability
Insurance.


 


To the extent the
Company maintains an insurance policy or policies providing directors’ and
officers’ liability insurance, Director shall be covered by such policy or
policies, in accordance with its or their terms, to the maximum extent of the
coverage available for any Company director.


 


8.             Certain
Definitions:


 


(a)           Change in Control:  For purposes of this  Agreement, a “Change in Control” shall be
deemed to have occurred if at any time any of the following events shall occur:


 


(i)  any “person,” as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) (other than the Company, any trustee or other fiduciary
holding securities under any employee benefit plan of the Company, or any
corporation owned, directly or indirectly, by the stockholders of the Company
in substantially the same proportions as their ownership of stock of the
Company), is or becomes the “beneficial owner” (as defined in Rule 13d - 3
under the Exchange Act), directly or indirectly of securities of the Company
representing 25% or more of the combined voting power of the Company’s then
outstanding securities, other than in a transaction arranged or approved by the
Board of Directors of the Company (the “Board”) prior to its occurrence;
provided, however, that if any such person shall become the beneficial owner,
directly or indirectly, of securities of the Company representing 34% or more
of the combined voting power of the Company’s then outstanding securities, a
Change in Control shall be deemed to occur whether or not any or all of such
beneficial ownership is obtained in a transaction arranged or approved by the
Board prior to its occurrence, and other than in a transaction in which such
person shall have executed a written agreement with the Company (and approved
by the Board) on or prior to the date on which such person becomes the
beneficial owner of 25% or more of the combined voting power of the Company’s
then outstanding securities, which agreement imposes one or more limitations on
the amount of such person’s beneficial ownership of shares of Common Stock
(“Shareholder Agreement”), if, and so long as, such Shareholder Agreement (or
any amendment thereto approved by the Board provided that no such amendment
shall cure any prior breach of such Agreement or any amendment thereto)
continues to be binding on such person and such person is in compliance (as
determined by the Board in its discretion) with the terms of such Shareholder
Agreement (including such amendment); provided, however, that if any such
person shall become the beneficial owner directly or indirectly, of securities
of the Company representing 50% or more of the combined voting power of the
Company’s then


 


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outstanding securities, a
Change in Control shall be deemed to occur whether or not such beneficial
ownership was held in compliance with a binding Shareholder Agreement;


 


(ii)  during any period of two consecutive years
(not including any period prior to the execution of this Agreement),
individuals who at the beginning of such period constitute the Board, and any
new director (other than a director designated by a person who has entered into
an agreement with the Company to effect a transaction which would constitute a
Change in Control pursuant to clause (i), (iii) or (iv) of this
Section 8(a)) whose election by the Board or nomination for election by
the Company’s stockholders was approved by a vote of at least two - thirds 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, cease for any reason to constitute at least a majority thereof;


 


(iii)  the stockholders of the Company approve a
merger or consolidation of the Company with any other corporation, other than
(i) a merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the
surviving entity) more than 80% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation or (ii) a merger or consolidation effected
to implement a recapitalization of the Company (or similar transaction) in
which no person acquires a percentage of the combined voting power of the
Company’s then outstanding securities which would constitute a Change in
Control pursuant to Section 8(a)(i).


 


(iv)  the stockholders of the Company approve a
plan of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company’s assets.


 


(b)           Claim:  any threatened, pending or completed action,
suit or proceeding, or any inquiry or investigation whether conducted by the
Company or any other party, whether civil, criminal, administrative, or
investigative.


 


(c)           Expenses:  include attorneys’ fees and all other costs,
expenses and obligations paid or incurred in connection with investigating,
defending, being a witness in or participating in (including on appeal), or
preparing to defend, be a witness in or participate in any Claim relating to
any Indemnifiable Event.


 


(d)           Indemnifiable
Event:  any event or occurrence  related to the fact that Director is or was
a director, officer, employee, agent or fiduciary of the Company, or is or was
serving at the request of the Company as a director, officer, employee,
trustee, agent or


 


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fiduciary of
another corporation, partnership, joint venture, employee benefit plan, trust
or other enterprise, or by reason of anything done or not done by Director in
any such capacity.


 


(e)           Reviewing Party:  any appropriate person or body consisting of
a member or members of the Company’s Board of Directors or any other person or
body appointed by the Board (including the special independent counsel referred
to in Section 2) who is not a party to the particular Claim for which
Director is seeking indemnification.


 


(f)            Voting Securities:  any securities of the Company which vote
generally in the election of directors.


 


9.             Amendments and
Waiver.


 


No supplement, modification
or amendment of this Agreement shall be binding unless executed in writing by
both of the parties hereto.  No waiver
of any of the provisions of this Agreement shall be deemed or shall constitute
a waiver of any other provisions hereof (whether or not similar) nor shall such
waiver constitute a continuing waiver.


 


10.           Subrogation.


 


In the event of
payment under this Agreement, the Company shall be subrogated to the extent of
such payment to all of the rights of recovery of Director, who shall execute
all papers required and shall do everything that may be necessary to secure
such rights, including the execution of such documents necessary to enable the
Company effectively to bring suit to enforce such rights.


 


11.           No Duplication of
Payments.


 


The Company shall
not be liable under this Agreement to make any payment in connection with any
claim made against Director to the extent Director has otherwise actually
received payment (under any insurance policy, By - Law or otherwise) of the
amounts otherwise indemnifiable hereunder.


 


12.           Binding Effect, Etc.


 


This Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
parties hereto and their respective successors, assigns, including any direct
or indirect successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business and/or assets of the Company, spouses, heirs,
and personal and legal representatives. This Agreement shall continue in effect
regardless of whether Director continues to serve as a director (or in one of
the capacities enumerated in Section 8(d) hereof) of the Company or of any
other enterprise at the Company’s request.


 


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13.           Severability.


 


The provisions of
this Agreement shall be severable in the event that any of the provisions
hereof (including any provision within a single section, paragraph or sentence)
are held by a court of competent jurisdiction to be invalid, void or otherwise
unenforceable, and the remaining provisions shall remain enforceable to the
fullest extent permitted by law.


 


14.           Governing Law.


 


This Agreement
shall be governed by and construed and enforced in accordance with the laws of
the State of Delaware applicable to contracts made and to be performed in such
state without giving effect to the principles of conflicts of laws.


 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the day and
year first above written.


 


	
   

  	
   

  	
  ECOLAB INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Director

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


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