Exhibit
(10) A


 


RESTRICTED STOCK UNIT AWARD AGREEMENT


 


THIS
AGREEMENT is entered into and effective as of
                          ,
20     (the “Date of Grant”), by and between Ecolab Inc.
(the “Company”) and
                                            
(the “Grantee”).


 


A.                   The Company has adopted the Ecolab Inc. 2010 Stock Incentive
Plan (the “Plan”), authorizing the Board of Directors of the Company, or a
committee as provided for in the Plan (the Board or such a committee to be
referred to as the “Committee”), to grant restricted Stock Unit Awards to
certain employees of the Company and its Subsidiaries.


 


B.                     The Company desires to give the Grantee an incentive to
advance the interests of the Company by granting to the Grantee an award of
restricted stock units pursuant to the Plan.


 


Accordingly,
the parties agree as follows:


 


ARTICLE
1.                              GRANT
OF AWARD.


 


The
Company hereby grants to the Grantee a restricted Stock Unit Award (the “Award”)
consisting of
                          
units (the “Award Units”), each of which is a bookkeeping entry representing
the right to receive one share of the Company’s common stock, par value $1.00
per share (the “Common Stock”).  The
Award and Award Units are subject to the terms, conditions, restrictions and
risk of forfeiture set forth in this Agreement and in the Plan.


 


ARTICLE
2.                              GRANT
CONDITIONS AND RESTRICTIONS.


 


2.1                 Vesting of Award Units.  Subject to Sections 2.4 and 2.5 of this
Agreement, restrictions on the Award Units will lapse and the Award Units will
vest in the percentages and on the dates specified in the following vesting
schedule, provided the Grantee remains in the continuous employ or service of
the Company or any Subsidiary from the Date of Grant to the applicable vesting
date:


 


	
  Vesting Date

  	
   

  	
  Portion of Award Shares Vested

  
	
   

  	
   

  	
   

  
	
  *[            ]
  anniversary of the Date of Grant

  	
   

  	
  *[    ]% of Award Units (excluding any
  fractional portion less than one unit)

  
	
   

  	
   

  	
   

  
	
  *[            ]
  anniversary of the Date of Grant

  	
   

  	
  *[    ]% of Award Units (excluding any
  fractional portion less than one unit)

  
	
   

  	
   

  	
   

  
	
  *[            ]
  anniversary of the Date of Grant

  	
   

  	
  Remaining
  Award Units

  



 


The period from the Date of
Grant to the final Vesting Date specified in the preceding schedule is referred
to in this Agreement as the “Restriction Period.”


 


2.2                 Restrictions on Transferability.  Any attempt to
transfer, assign or encumber the Award Units other than in accordance with this
Agreement and the Plan will be null and void, and will result in the immediate
termination and forfeiture of the Award and all Award Units that have not yet
vested.


 


2.3                 Dividends and Other Distributions.  Subject to Article
4 of this Agreement, the Grantee will have no right to receive dividends,
dividend equivalents or other distributions with respect to Award Units.


 

















 


2.4                 Termination of Employment or Other Service.  This Award is
considered a Stock Unit Award subject only to service-based vesting conditions
for purposes of Section 12 of the Plan. 
The effect of the termination of the Grantee’s employment or
other service with the Company and all Subsidiaries during the Restriction
Period will be as provided in Sections 12.1(b), 12.2(b), 12.3(b) and 12.5 of
the Plan.


 


2.5                 Change in Control.  If a Change in Control occurs during the
Restriction Period, the effect on this Award shall be as provided in Section
14.2 of the Plan.  If vesting of Award
Units should be accelerated in accordance with Section 14.2 of the Plan, such
vested Award Units will be settled and paid to the Grantee as provided in
Article 3.


 


ARTICLE
3.                              SETTLEMENT
OF VESTED AWARD UNITS.


 


Vested
Award Units will be settled and paid to the Grantee no later than two and
one-half months after the end of the Grantee’s taxable year in which the
applicable Vesting Date occurred with respect to the Award Units.  Each vested Award Unit will be paid to the
Grantee in one share of Common Stock, provided that the Company will have no
obligation to issue shares of Common Stock pursuant to this Agreement unless
and until the Grantee has satisfied any applicable tax obligations pursuant to
Article 7 below and such issuance otherwise complies with all applicable
law.  Prior to the time the vested Award
Units are settled, the Grantee will have no rights other than those of a general
creditor of the Company.  The Award Units
represent an unfunded and unsecured obligation of the Company.


 


ARTICLE
4.                              ADJUSTMENTS.


 


The
number and kind of securities subject to this Award will be subject to
adjustment under the circumstances and to the extent specified in Section 4.3
of the Plan.


 


ARTICLE
5.                              RIGHTS
AS A STOCKHOLDER.


 


The
Grantee will have no rights as a stockholder with respect to any of the Award
Units until the Award Units are settled following vesting and the Grantee
becomes the holder of record of shares of Common Stock.


 


ARTICLE
6.                              EMPLOYMENT
OR SERVICE.


 


Nothing
in this Agreement will be construed to (a) limit in any way the right of the
Company to terminate the employment or service of the Grantee at any time, or
(b) be evidence of any agreement or understanding, express or implied, that the
Company will retain the Grantee in any particular position at any particular
rate of compensation or for any particular period of time.


 


ARTICLE
7.                              WITHHOLDING
TAXES.


 


By accepting this Award, the Grantee
(i) acknowledges his or her obligation to pay any federal, foreign, state and
local withholding or employment-related taxes attributable to this Award as
provided in Section 13 of the Plan, and (ii) consents and directs the Company
or its third party administrator to withhold the number of shares of Common
Stock issuable upon the vesting of some or all of the Award Units as the
Company, in its sole discretion, deems necessary to satisfy such withholding
obligations.  For purposes of satisfying
the Grantee’s withholding and employment-related tax obligations, shares
withheld by the Company will be valued at their Fair Market Value on the date
of settlement.


 


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ARTICLE
8.                              AUTHORIZATION
TO RELEASE AND TRANSFER NECESSARY PERSONAL INFORMATION.


 


The
Grantee hereby explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of the Grantee’s personal data by and
among, as applicable, the Company and its Subsidiaries for the exclusive
purpose of implementing, administering and managing the Grantee’s participation
in the Plan.  The Grantee understands
that the Company may hold certain personal information about the Grantee,
including, but not limited to, the Grantee’s name, home address and telephone
number, date of birth, social security number (or any other social or national
identification number), salary, nationality, job title, number of Award Units
and/or shares of Common Stock held and the details of all Award Units or any
other entitlement to shares of Common Stock awarded, cancelled, vested,
unvested or outstanding for the purpose of implementing, administering and
managing the Grantee’s participation in the Plan (the “Data”).  The Grantee understands that the Data may be
transferred to the Company or to any third parties assisting in the
implementation, administration and management of the Plan, that these
recipients may be located in the Grantee’s country or elsewhere, and that any
recipient’s country (e.g., the United States) may have different data privacy
laws and protections than the Grantee’s country.  The Grantee understands that he or she may
request a list with the names and addresses of any potential recipients of the
Data by contacting his or her local human resources representative or the
Company’s stock plan administrator.  The
Grantee authorizes the recipients to receive, possess, use, retain and transfer
the Data, in electronic or other form, for the sole purpose of implementing,
administering and managing the Grantee’s participation in the Plan, including
any requisite transfer of such Data to a broker or other third party assisting
with the administration of Award Units under the Plan or with whom shares of
Common Stock acquired pursuant to the vesting of the Award Units or cash from the
sale of such shares may be deposited. 
Furthermore, the Grantee acknowledges and understands that the transfer
of the Data to the Company or to any third parties is necessary for the Grantee’s
participation in the Plan.  The Grantee
understands that the Grantee may, at any time, view the Data, request
additional information about the storage and processing of the Data, require
any necessary amendments to the Data or refuse or withdraw the consents herein
by contacting the Grantee’s local human resources representative or the Company’s
stock plan administrator in writing.  The
Grantee further acknowledges that withdrawal of consent may affect his or her
ability to vest in or realize benefits from the Award Units, and the Grantee’s
ability to participate in the Plan.  For
more information on the consequences of refusal to consent or withdrawal of
consent, the Grantee understands that he or she may contact his or her local
human resources representative or the Company’s stock plan administrator.


 


ARTICLE
9.                              SUBJECT
TO PLAN.


 


9.1                             Terms of Plan Prevail.  The Award and the Award Units granted
pursuant to this Agreement have been granted under, and are subject to the
terms of, the Plan.  The terms of the
Plan are incorporated by reference in this Agreement in their entirety, and the
Grantee acknowledges having received a copy of the Plan.  The provisions of this Agreement will be
interpreted as to be consistent with the Plan, and any ambiguities in this
Agreement will be interpreted by reference to the Plan.  In the event that any provision in this
Agreement is inconsistent with the terms of the Plan, the terms of the Plan
will prevail.  References in this
Agreement to specific Sections of the Plan refer to those Sections of the Plan
as in effect on the Date of Grant.


 


9.2                             Definitions.  Unless otherwise defined in this Agreement,
the terms capitalized in this Agreement have the same meanings as given to such
terms in the Plan.


 


ARTICLE
10.                        MISCELLANEOUS.


 


10.1                       Binding Effect.  This Agreement will be binding upon the
heirs, executors, 


 


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administrators
and successors of the parties hereto.


 


10.2                       Governing Law.  This Agreement and all rights and obligations
under this Agreement will be construed in accordance with the Plan and governed
by the laws of the State of Minnesota without regard to conflicts of law
provisions.  Any legal proceeding related
to this Agreement will be brought in an appropriate Minnesota court, and the
parties to this Agreement consent to the exclusive jurisdiction of the court
for this purpose.


 


10.3                       Entire Agreement.  This Agreement and the Plan set forth the
entire agreement and understanding of the parties hereto with respect to the
grant, vesting and payment of this Award and the administration of the Plan and
supersede all prior agreements, arrangements, plans and understandings relating
to the grant, vesting and payment of this Award and the administration of the
Plan.


 


10.4                       Amendment and Waiver.  Other than as provided in the Plan, this
Agreement may be amended, waived, modified or canceled only by a written
instrument executed by the parties hereto or, in the case of a waiver, by the
party waiving compliance.


 


10.5                       Captions.  The Article, Section and paragraph captions
in this Agreement are for convenience of reference only, do not constitute part
of this Agreement and are not to be deemed to limit or otherwise affect any of
the provisions of this Agreement.


 


10.6                       Electronic Delivery and Execution.  The Grantee hereby
consents and agrees to electronic delivery of any documents that the Company
may elect to deliver (including, but not limited to, plan documents, prospectus
and prospectus supplements, grant or award notifications and agreements,
account statements, annual and quarterly reports, and all other forms of
communications) in connection with this and any other Incentive Award made or
offered under the Plan.  The Grantee
understands that, unless revoked by giving written notice to the Company
pursuant to the Plan, this consent will be effective for the duration of the
Agreement.  The Grantee also understands
that the Grantee will have the right at any time to request that the Company
deliver written copies of any and all materials referred to above.  The Grantee hereby consents to any and all
procedures the Company has established or may establish for an electronic
signature system for delivery and acceptance of any such documents that the
Company may elect to deliver, and agrees that the Grantee’s electronic
signature is the same as, and will have the same force and effect as, the
Grantee’s manual signature.  The Grantee
consents and agrees that any such procedures and delivery may be effected by a
third party engaged by the Company to provide administrative services related
to the Plan.


 


10.7                       Address for Notice.  All notices to the Company shall be in
writing and sent to the Company’s General Counsel at the Company’s corporate
headquarters.  Notices to the Grantee
shall be addressed to the Grantee at the address as from time to time reflected
in the Company’s or Subsidiary’s employment records as the Grantee’s address.


 


10.8                       Severability.  In the event that any provision in this
Agreement shall be held invalid or unenforceable, such provision shall be
severable from, and such invalidity or unenforceability shall not be construed
to have any effect on, the remaining provisions of this Agreement.


 


10.9                       Appendix.  Notwithstanding any provision of this
Agreement to the contrary, this grant of Award Units and the shares of Common
Stock acquired under the Plan shall be subject to any and all special terms and
provisions, if any, as set forth in the Appendix for the Grantee’s country of
residence.


 


10.10                 Counterparts.  For the convenience
of the parties hereto, this Agreement may be executed in any number of
counterparts, each such counterpart to be deemed an original instrument, and 


 


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all
such counterparts together to constitute the same agreement.


 


The
parties to this Agreement have executed this Agreement effective the day and
year first above written.


 


	
   

  	
  ECOLAB, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Its:

  
	
   

  	
   

  
	
   

  	
   

  
	
  [By execution of this Agreement,

  	
  GRANTEE

  
	
  the Grantee acknowledges having

  	
   

  
	
  received a copy of the Plan.]

  	
   

  
	
   

  	
   

  



 


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