Exhibit (10)W(iii)


RESTRICTED
STOCK AWARD AGREEMENT


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


A.            The Company has adopted the Ecolab
Inc. 2005 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 awards to certain employees of the Company and its Subsidiaries.


B.            The Company desires to give the
Grantee a proprietary interest in the Company and an added incentive to advance
the interests of the Company by granting to the Grantee a restricted award of
shares of common stock of the Company 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 award (the “Award”)
consisting of                   
(        ) shares (the “Award Shares”)
of the Company’s common stock, par value $1.00 per share (the “Common Stock”),
according to the terms and subject to the restrictions and conditions
hereinafter set forth and as set forth in the Plan.  Reference to the Award Shares in this
Agreement will be deemed to include the Non-Quarterly Dividend Proceeds (as
defined in Section 3.2 of this Agreement) with respect to such Award Shares
that are retained and held by the Committee as provided in Section 3.2 of
this Agreement.


ARTICLE 2.           GRANT RESTRICTION.


2.1           Restriction and Forfeiture.  The Grantee’s right to retain the Award
Shares will be subject to the Grantee remaining in the continuous employ or
service of the Company or any Subsidiary for a period of           
(       ) years (the “Restriction Period”)
following the Date of Grant; provided, however, that such employment period
restrictions (the “Restrictions”) will lapse and terminate prior to end of the
Restriction Period with respect to        %
of the Award Shares (excluding any fractional portion less than one share) on
the              
anniversary of the Date of Grant and with respect to the remaining Award Shares
on the             
anniversary of the Date of Grant.


2.2           Termination of Employment or Other
Service.


(a)           In the event that the Grantee’s
employment or other service with the Company and all Subsidiaries is terminated
by reason of the Grantee’s death or Disability, all Restrictions applicable to
the Award Shares will immediately lapse and terminate.


(b)           In the event that the Grantee’s
employment or other service with the Company and all Subsidiaries is terminated
by reason of the Grantee’s Retirement or for any reason other than death or
Disability, all rights of the Grantee under the Plan and this Agreement will
immediately 













terminate without notice of
any kind, and this Award will be terminated and all Award Shares with respect
to which Restrictions have not lapsed will be forfeited and returned to the
Company.


2.3           Change in Control.  In the event of a Change in Control, all
Restrictions applicable to Award Shares will immediately lapse and terminate.


2.4           Effects of Actions Constituting
Cause.  Notwithstanding anything in
this Agreement to the contrary, in the event that the Grantee is determined by
the Committee, acting in its sole discretion, to have committed any action
which would constitute Cause, irrespective of whether such action or the
Committee’s determination occurs before or after termination of the Grantee’s
employment with the Company or any Subsidiary, all rights of the Grantee under
the Plan and this Agreement shall terminate and be forfeited without notice of
any kind.  The Company may defer the
vesting of the Award Shares for up to forty-five (45) days in order for the
Committee to make any determination as to the existence of Cause.


ARTICLE
3.           ISSUANCE OF AWARD SHARES.


3.1           Privileges of a Stockholder;
Transferability.  As soon as
practicable after this Agreement is executed and delivered, the Award Shares
will be transferred on the books of the Company into the name of, or into an
account for the benefit of, the Grantee. 
Except as provided in Section 3.2 of this Agreement, the Grantee will
have all voting, dividend, liquidation and other rights with respect to the
Award Shares in accordance with their terms upon becoming the holder of record
of such shares; provided, however, that prior to the lapse or other termination
of the Restrictions applicable to Award Shares, such shares will not be
assignable or transferable by the Grantee, either voluntarily or involuntarily,
and may not be subjected to any lien, directly or indirectly, by operation of
law or otherwise.  Any attempt to
transfer, assign or encumber the Award Shares other than in accordance with
this Agreement and the Plan will be null and void and will void the Award, and
all Award Shares for which the Restrictions have not lapsed will be forfeited
and immediately returned to the Company.


3.2           Dividends and Other Distributions.  The Grantee will have no right to receive
dividends or distributions with respect to Award Shares, including stock
dividends or dividends in kind, the proceeds of any stock split or the proceeds
resulting from any changes or exchanges described in Article 4 of this
Agreement (all of which will collectively be referred to as “Non-Quarterly
Dividend Proceeds”).  The Committee may,
in its sole discretion, distribute such Non-Quarterly Dividend Proceeds to the
Grantee or it may direct the retention and holding of such proceeds subject to
the Restrictions and the other terms and conditions of this Agreement.  In addition, the Committee may, in its sole
discretion, cause such Non-Quarterly Dividend Proceeds to be paid to the
Company pursuant to Article 7 of this Agreement in order to satisfy any
federal, state or local withholding or other employment-related tax
requirements attributable to such dividends or to the Grantee’s receipt of the
Award or the lapse or termination of the Restrictions applicable to Award
Shares.


ARTICLE 4.           ADJUSTMENTS.


In the event of
any reorganization, merger, consolidation, recapitalization, liquidation,
reclassification, stock dividend, stock split, combination of shares, rights
offering or divestiture (including a spin-off) or any other change in the
corporate structure or shares of the Company, the Committee (or, if the Company
is not the surviving corporation in any such transaction, the board of
directors of the surviving corporation), in order to prevent dilution or
enlargement of the rights of the 



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Grantee, will make appropriate adjustment
(which determination will be conclusive) as to the number and kind of
securities subject to this Award.


ARTICLE 5.           RIGHTS AS A STOCKHOLDER.


The
Grantee will have no rights as a stockholder with respect to any of the Award
Shares until the Grantee becomes the holder of record of such Award Shares, and
no adjustments will be made for dividends or other distributions or other
rights as to which there is a record date preceding the date the Grantee
becomes the holder of record of such Award Shares.


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.


7.1           General Rules.  The Company is entitled to (a) withhold and
deduct from future wages of the Grantee, or cause to be paid to the Company out
of Non-Quarterly Dividend Proceeds, all legally required amounts necessary to
satisfy any federal, state or local withholding tax requirements attributable
to the receipt of the Award, the receipt of dividends or distributions on Award
Shares, or the lapse or termination of the Restrictions applicable to Award
Shares, (b) withhold cash paid or payable or Award Shares issued or issuable to
the Grantee, or (c) require the Grantee to promptly remit the amount of such
withholding to the Company.  In the event
that the Company is unable to withhold such amounts, for whatever reason, the
Grantee must promptly pay to the Company an amount equal to the amount the
Company would otherwise be required to withhold under federal, state or local
law.


7.2           Special Rules.  The Committee may, in its sole discretion and
upon terms and conditions established by the Committee, permit or require the
Grantee to satisfy, in whole or in part, any withholding or tax obligation as
described in Section 7.1 above by electing to tender, or by attestation as to
ownership of, Previously Acquired Shares that have been held for the period of
time necessary to avoid a charge to the Company’s earnings for financial reporting
purposes and that are otherwise acceptable to the Committee.  For purposes of satisfying the Grantee’s
withholding or employment-related tax obligation, Previously Acquired Shares
tendered or covered by an attestation will be valued at their Fair Market
Value.


ARTICLE 8.           SUBJECT TO PLAN.


8.1           Terms of Plan Prevail.  The Award and the Award Shares 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, by execution of this Agreement, 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.



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8.2           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 9.           MISCELLANEOUS.


9.1           Binding Effect.  This Agreement will be binding upon the
heirs, executors, administrators and successors of the parties hereto.


9.2           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.


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


9.4           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.


9.5           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.


9.6           Counterparts.  For 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 all such counterparts together to
constitute the same agreement.


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


	
  

  	
   

  	
   

  	
   

  	
  By execution hereof, the Grantee acknowledges having
  received a copy of the Plan.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ECOLAB INC. 

  	
   

  	
   

  	
  GRANTEE 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
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