Nalco Company
	 

	 
		EXPATRIATE ASSIGNMENT
		AGREEMENT
	 

	 
		FOR
	 

	 
		Gregory Nelson
	 

	 
		 
	 

	 
		Introduction
	 

	 
		 
	 

	 
		This expatriate agreement is based on the
		following: a home location of Chicago, Illinois and a host location of Leiden,
		the Netherlands; the salary and position offered in the host location; and your
		current family size of one. If your family situation changes while you are on
		assignment in the host location, certain aspects of this agreement may be
		recalculated to better reflect your situation. You must notify your home or
		host location human resources contact of any such changes to your family
		situation.
	 

	 
		 
	 

	 
		Assignment
	 

	 
		 
	 

	 
		Your assignment will commence November 1,
		2005 and your assignment location will be Leiden, the Netherlands. Your title
		will be Group Vice President and you will continue to report to Dr. Bill
		Joyce, Chairman & CEO. 
	 

	 
		 
	 

	 
		Salary
	 

	 
		 
	 

	 
		Your beginning base pay will be $250,000 per
		year. You will be paid in the US in order to more easily maintain your benefits
		eligibility. Your base pay will be reviewed periodically. You will be eligible
		to participate in the Management Incentive Program at a level commensurate with
		your position.
	 

	 
		 
	 

	 
		Employee Benefits
	 

	 
		 
	 

	 
		In order to assist in the repatriation
		process when the time comes, you will remain on the US benefit plans, with the
		exception of health benefits, which will be provided under the CIGNA
		International Benefits Plan. You will be responsible for the premiums, which
		will be deducted from your pay in the US.
	 

	 
		 
	 

	 
		Mobility Premium(s)
	 

	 
		 
	 

	 
		Additionally, Nalco will provide you with a
		Mobility Premium at the beginning of your assignment equal to 10% of your base
		pay ($25,000) in effect as of the date of transfer to the host country. Upon
		successful completion of your assignment, you will receive an additional
		mobility premium equal to 10% of your base pay in effect on that date. If the
		assignment duration is less than 24 months, but more than 12, the second
		premium will be prorated or will not be paid. 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  1
				

			 	
				
				  Initials
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Housing & Utilities
		Allowance
	 

	 
		 
	 

	 
		The Housing & Utilities Allowances are
		designed to cover the additional cost of housing and utilities in the host
		location. Your Housing Allowance is calculated as the difference between
		typical expatriate housing cost in the host location and the home
		country-housing norm, unless you choose not to sell your home in Chicago. The
		housing norm is defined as the typical cost of home country housing based on
		your salary and family size. The full housing allowance, equal to the actual
		cost of furnished rental accommodations, up to a maximum of €43,200 per
		year, will be paid from the host country in local currency and will begin when
		you occupy rental housing in that location. If you elect to sell your home in
		the US, a housing norm of $32,460 per year will be deducted from your home
		country pay as your contribution to the cost of housing in the host location.
		If you elect to maintain your home in the US, there will be no housing norm
		deduction because you will continue to have home country housing costs.
	 

	 
		 
	 

	 
		Nalco will separately reimburse you for your
		host location utilities up to a maximum of €155/month. Utilities are
		defined as expenditures for fuel and light, as well as power for heating,
		air-conditioning, cooking, and operating home appliances. Assistance with
		expenses such as Internet connection and private residential phone service is
		provided for by the goods & services allowance discussed in the next
		section. Nalco will pay up to the amount indicated, but not more than actual
		costs for housing or utilities.
	 

	 
		 
	 

	 
		Goods & Services Allowance
		(G&S)
	 

	 
		 
	 

	 
		The G&S Allowance represents the current
		difference between the cost of goods and services (excluding housing) in the
		host country vs. the home country. The calculation of this differential is
		based on family size on assignment and base salary. Your G&S Allowance is
		€40,960 ($50,040) per year and will be paid from the host country in local
		currency upon your relocation. This amount accounts for the cost of private
		transportation. If the company leases a vehicle or provides a company car, the
		Goods & Services Allowance will be reduced to €36,540/year
		($44,640/year). The goods & services allowance will be reviewed
		periodically and adjusted for fluctuations of +/- 10%.
	 

	 
		 
	 

	 
		Language Training
	 

	 
		 
	 

	 
		Nalco recognizes the necessity for the
		expatriate to speak and understand the language of the host country. Therefore,
		if necessary, Nalco will reimburse the cost for up to 100 hours of language
		training at a course approved by Nalco.
	 

	 
		 
	 

	 
		Furnishings and Appliances
		Allowance
	 

	 
		 
	 

	 
		Reimbursement for Furnishings and Appliances
		will be provided up to a maximum of $7,500. A schedule of approved items
		covered by the furnishings & appliances allowance will be provided for your
		reference.
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  2
				

			 	
				
				  Initials
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Pre-Move Trip
	 

	 
		 
	 

	 
		You will be provided with a pre-move trip to
		Leiden at Nalco’s expense for five working days. If your child must
		accompany you during this trip, please be advised that you will need to seek
		the approval of your manager.
	 

	 
		 
	 

	 
		Household Goods Transportation &
		Storage Expenses
	 

	 
		 
	 

	 
		Nalco will cover the cost of shipping up to
		500 pounds of personal items by air and the balance by sea up to a limit of a
		40-foot container. Nalco will not cover the shipment of vehicles to locations
		outside the United States. Nalco will pay for any storage of furniture and
		personal articles stored in your home country during your expatriate
		assignment. Vehicles may not be placed in permanent storage.
	 

	 
		 
	 

	 
		If you must sell your personal vehicle prior
		to your relocation, Nalco will provide loss on sale protection, defined as the
		difference between your sale price to a private party or auto dealer and the
		published retail value of your vehicle. Loss on sale protection is limited to
		one personal vehicle.
	 

	 
		 
	 

	 
		Relocation Travel
		Expenses
	 

	 
		 
	 

	 
		Nalco will pay for the reasonable relocation
		costs of economy class travel from Chicago to Leiden, including all reasonable
		en route expenses. All reasonable en route expenses will be reimbursed on an
		expense account basis. You will also be reimbursed for airfare from your
		assignment location to your home country upon repatriation.
	 

	 
		 
	 

	 
		Relocation Allowance
	 

	 
		 
	 

	 
		You will be provided with US$7,500, as a
		relocation allowance when you occupy housing in your host country. 
	 

	 
		 
	 

	 
		Temporary Housing
	 

	 
		 
	 

	 
		Nalco will reimburse you for temporary
		lodging or provide lodging, including hotel and meals in the host location for
		a maximum of 30 days. Nalco will also cover the cost of automobile rental for
		up to two weeks in the host location.
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  3
				

			 	
				
				  Initials
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Vacation
	 

	 
		 
	 

	 
		This expatriate vacation policy states that
		an expatriate will receive the greater of the home country vacation
		entitlement, or minimum four-week expatriate vacation entitlement, up to a
		maximum of six weeks. Vacation and leave will be tracked in your host location.
		During your expatriate assignment you will follow the host location holiday
		schedule.
	 

	 
		 
	 

	 
		Home Leave Airfare
		Reimbursement
	 

	 
		 
	 

	 
		You will be reimbursed for round-trip
		economy-class airfare from your assignment location to the point of origin in
		your home country once per calendar year. Home leave is considered part of your
		vacation time and may not be taken until you have been on your assignment for
		six months. If you have dependent family members who do not accompany you on
		your assignment, Nalco will reimburse you the airfare to visit you in the host
		location once per calendar year.
	 

	 
		 
	 

	 
		Repatriation
	 

	 
		 
	 

	 
		Nalco will provide for your repatriation as
		outlined in the Nalco Relocation Policy of your home country as long as you
		return to your home country as an active employee. If you elect to maintain
		your home in the US, Nalco will not provide assistance in terms of covering
		home purchase or sale closing costs should you choose to sell your home when
		you repatriate, unless you repatriate to a location in the US other than
		Naperville. In that case, Nalco will provide for assistance with the sale of
		your home in the Chicago area as outlined in the relocation policy current at
		that time. If you voluntarily terminate your employment from Nalco, no
		relocation assistance will be provided. 
	 

	 
		 
	 

	 
		Host Location Visa/Immigration
		Assistance
	 

	 
		 
	 

	 
		Nalco will cover the cost of seeking
		appropriate entry visas and employment authorization in the host location. This
		process will be coordinated and arranged by the host location. The local
		authorities may require a medical exam as part of this process. If required by
		law, you will be reimbursed the cost of such an exam either through your health
		insurance provider or directly based on receipts for services received. If not
		required by host country law, it is strongly encouraged that you get a physical
		examination prior to relocating to your new location. This cost will be covered
		either by Nalco or your health care insurance provider.
	 

	 
		 
	 

	 
		Will Preparation
	 

	 
		 
	 

	 
		Nalco encourages expatriates to ensure their
		wills and testaments are updated and current prior to relocating to the host
		location. The cost of will preparation or legal counsel to update your will is
		covered by the relocation allowance.
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  4
				

			 	
				
				  Initials
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Compassionate Leave
	 

	 
		 
	 

	 
		If there is a death or a very serious
		illness in your immediate family, in your home country, Nalco will permit you
		to return home for the emergency. Nalco will reimburse you for round trip
		business airfare, and provide for a leave for up to five working days once you
		arrive in your home country. The Nalco Expatriate Policy defines immediate
		family in the same way as your home country compassionate leave policy.
	 

	 
		 
	 

	 
		Tax Equalization
	 

	 
		 
	 

	 
		Nalco will make certain tax adjustments to
		assure that you are not required to pay any more or any less taxes as a result
		of various allowances granted to equalize living costs in the host country to
		those of your home country. Hypothetical tax will be deducted from your pay in
		your home country based on the recommendation of Nalco’s international tax
		services provider.
	 

	 
		 
	 

	 
		Tax Preparation
	 

	 
		 
	 

	 
		Nalco will also provide you with the
		services of a qualified accounting firm to prepare all U.S. and host country
		tax returns beginning with the tax year of your assignment and ending with the
		tax year of return to your home country.
	 

	 
		 
	 

	 
		Employment-at-Will
	 

	 
		 
	 

	 
		Nothing in this agreement should be
		construed to create an obligation on Nalco’s part to continue your
		employment. You agree that your employment with Nalco is at will and understand
		Nalco may terminate your employment at any time.
	 

	 
		 
	 

	 
		Employment Agreement
	 

	 
		 
	 

	 
		You have read and signed the Nalco
		Employment Agreement and you have agreed to abide by the terms of the
		agreement.
	 

	 
		 
	 

	 
		Any prior employment contract made between
		the employee and a Nalco subsidiary or affiliate will not be affected by this
		agreement.
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  5
				

			 	
				
				  Initials
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		This Agreement is based on an expatriate
		assignment of two to five years. Please note, if you were to remain in this
		specific geographical assignment for more than five years, your expatriate
		status will revert to local status.
	 

	 
		 
	 

	 
		By signing below and initialing every page,
		you accept the terms and conditions of this agreement.
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				  ACCEPTED BY:
				

			 	
				
				  /S/ Gregory N. Nelson
				

			 	
				
				  11/15/05
				

			 
	
				
				   
				

			 	
				
				  G. N. Nelson
				

			 	
				
				  Date
				

			 
	
				
				  APPROVED BY:
				

			 	
				
				  /S/ William H. Joyce
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Dr. W. H.
				  Joyce
				

			 	
				
				  Date
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Chairman’s Committee
				  Member
				

			 	
				
				  Date
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  6
				

			 	
				
				  Initials