MANAGEMENT MEMBERS AGREEMENT
	 

	 
		CONCERNING
	 

	 
		NALCO LLC
	 

	 
		DATED AS OF JUNE 11, 2004.
	 

	 
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		This MANAGEMENT MEMBERS AGREEMENT (the
		“Agreement”) dated as of June 11, 2004 by and among Nalco LLC (the
		“Company”), a Delaware limited liability company and the Persons who
		are or after the date hereof become signatories hereto (the “Management
		Members”).
	 

	 
		RECITALS
	 

	 
		WHEREAS, the Company is governed by that
		certain Second Amended and Restated Limited Liability Company Operating
		Agreement (the “LLC Agreement”) dated as of May 17, 2004.
	 

	 
		WHEREAS, the Management Members will be
		providing services to the Company or its Affiliates.
	 

	 
		WHEREAS, each Management Member will
		subscribe for and acquire from the Company, and the Company will issue and sell
		to each Management Member, the Company’s Class A Units (the “Class A
		Units”), Class B Units (the “Class B Units”), Class C Units (the
		“Class C Units”) and Class D Units (the “Class D Units”;
		collectively with the Class A Units, the Class B Units and the Class C Units,
		the “Units”), in each case in the amounts set forth on Schedule A to
		the LLC Agreement, as the same may be amended from time to time;
	 

	 
		WHEREAS, it is a condition to the sale of
		the Units that the Management Members enter into this Agreement;
	 

	 
		WHEREAS, the Management Members will enter
		into the Registration Rights Agreement; and
	 

	 
		NOW, THEREFORE, in consideration of the
		mutual covenants contained herein and other good and valuable consideration,
		the receipt and sufficiency of which are hereby acknowledged, the parties to
		this Agreement hereby agree as follows:
	 

	 
		ARTICLE I
	 

	 
		Management Members’ Representations,
		Warranties and Agreements
	 

	 
		Section 1.01. Units Unregistered. Each
		Management Member acknowledges and represents that such Management Member has
		been advised by the Company that:
	 

	 
			
				
				   
				

			 	
				
				  (a)
				

			 	
				
				  the offer and sale of the Units have
				  not been registered under the 1933 Act;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (b)
				

			 	
				
				  the Units must be held and the
				  Management Member must continue to bear the economic risk of the investment in
				  the Units unless the offer and sale of such Units are subsequently registered
				  under the 1933 Act and all applicable state securities laws or an exemption
				  from such registration is available and the Units may never be so
				  registered;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (c)
				

			 	
				
				  there is no established market for
				  the Units and it is not anticipated that there will be any public market for
				  the Units in the foreseeable future;
				

			 

 

	 
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				  (d)
				

			 	
				
				  a restrictive legend in the form set
				  forth below shall be placed on the certificates representing the Units:
				

			 

 

	 
		“THE SECURITIES REPRESENTED BY THIS
		CERTIFICATE WERE ORIGINALLY ISSUED ON ______________, HAVE NOT BEEN REGISTERED
		UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT
		BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
		UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES
		REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO CERTAIN TRANSFER AND OTHER
		RESTRICTIONS SET FORTH IN THE LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF
		MAY 17, 2004 AMONG NALCO LLC AND CERTAIN OF ITS MEMBERS, THE MANAGEMENT MEMBERS
		AGREEMENT, DATED AS OF JUNE 11, 2004 AMONG NALCO LLC AND CERTAIN MANAGEMENT
		MEMBERS NAMED THEREIN, THE REGISTRATION RIGHTS AGREEMENT AMONG NALCO LLC AND
		CERTAIN OF ITS MEMBERS AND, AMONG OTHER THINGS, MAY NOT BE OFFERED OR SOLD
		EXCEPT IN COMPLIANCE WITH SUCH TRANSFER RESTRICTIONS. COPIES OF SUCH LIMITED
		LIABILITY COMPANY AGREEMENT, SUCH MANAGEMENT MEMBERS AGREEMENTS AND SUCH
		REGISTRATION RIGHTS AGREEMENT ARE ON FILE WITH THE SECRETARY OF THE LIMITED
		LIABILITY COMPANY AND ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST
		THEREFOR. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE,
		AGREES TO BE BOUND BY ALL OF THE APPLICABLE PROVISIONS OF THE AFORESAID
		AGREEMENTS.”;
	 

	 
			
				
				   
				

			 	
				
				  (e)
				

			 	
				
				  a restrictive legend in the form set
				  forth below shall be placed on the certificates representing the Units held by
				  Georgia residents:
				

			 

 

	 
		“THESE SECURITIES HAVE BEEN ISSUED OR
		SOLD IN RELIANCE ON PARAGRAPH 13 OF CODE SECTION 10-5-9 OF THE “GEORGIA
		SECURITIES ACT OF 1973,” AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A
		TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE
		REGISTRATION UNDER SUCH ACT.” and
	 

	 
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				  (f)
				

			 	
				
				  a notation shall be made in the
				  appropriate records of the Company indicating that the Units are subject to
				  restrictions on transfer and, if the Company should at some time in the future
				  engage the services of a securities transfer agent, appropriate stop-transfer
				  instructions may be issued to such transfer agent with respect to the
				  Units.
				

			 

 

	 
		Section 1.02. Additional Investment
		Representations. Each Management Member represents and warrants that:
	 

	 
			
				
				   
				

			 	
				
				  (a)
				

			 	
				
				  the Management Member’s
				  financial situation is such that such Management Member can afford to bear the
				  economic risk of holding the Units for an indefinite period of time, has
				  adequate means for providing for the Management Member’s current needs and
				  personal contingencies, and can afford to suffer a complete loss of the
				  Management Member’s investment in the Units;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (b)
				

			 	
				
				  the Management Member’s
				  knowledge and experience in financial and business matters are such that the
				  Management Member is capable of evaluating the merits and risks of the
				  investment in the Units;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (c)
				

			 	
				
				  the Management Member understands
				  that the Units are a speculative investment which involves a high degree of
				  risk of loss of Management Member’s investment therein, there are
				  substantial restrictions on the transferability of the Units and, on the date
				  on which such Management Member acquires such Units and for an indefinite
				  period following such date, there will be no public market for the Units and,
				  accordingly, it may not be possible for the Management Member to liquidate the
				  Management Member’s investment including in case of emergency, if at
				  all;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (d)
				

			 	
				
				  the terms of this Agreement provide
				  that if the Management Member ceases to provide services to the Company and its
				  Affiliates, the Company and its Affiliates have the right to repurchase the
				  Units at a price which may be less than the Fair Market Value thereof;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (e)
				

			 	
				
				  the Management Member understands
				  and has taken cognizance of all the risk factors related to the purchase of the
				  Units and, other than as set forth in this Agreement, no representations or
				  warranties have been made to the Management Member or Management Member’s
				  representatives concerning the Units, the Company, the Subsidiaries or their
				  respective prospects or other matters;
				

			 

 

	 
			
				
				   
				

			 	
				
				  (f)
				

			 	
				
				  the Management Member has been given
				  the opportunity to examine all documents and to ask questions of, and to
				  receive answers from, the Company and its representatives concerning the
				  Company and its subsidiaries, the acquisition of Nalco Company and certain
				  Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the
				  LLC Agreement, the Company’s organizational documents and the terms and
				  conditions of the purchase of the Units and to obtain any additional
				  information which the Management Member deems necessary; and
				

			 

 

	 
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				  (g)
				

			 	
				
				  all information which the Management
				  Member has provided to the Company and the Company’s representatives
				  concerning the Management Member and the Management Member’s financial
				  position is complete and correct as of the date of this Agreement.
				

			 

 

	 
		Section 1.03. Section 83(b) Election. The
		Company recommends that within 30 days after purchasing any Units (other than
		Class A Units), each Management Member should make an election with the
		Internal Revenue Service (“IRS”) under Section 83(b) of the Internal
		Revenue Code of 1986, as amended, and the regulations promulgated thereunder
		(an “83(b) Election”) in the form of Exhibit A attached hereto (any
		Units with respect to which such an election is properly made, “Electing
		Units”). Each Management Member shall submit any such election to the IRS
		within 30 calendar days after purchasing the Units and shall promptly send a
		copy to the Company. Management Members holding Electing Units shall use an
		accounting firm selected and paid for by the Company or a Subsidiary to file
		and handle all matters relating to their 2004, 2005 and 2006 personal income
		tax returns. Management Members holding Electing Units shall for all tax
		reporting purposes use the Units valuation prepared by the Company’s third
		party valuation firm in connection with the issuance of such Units. To the
		extent that a Management Member does not make an 83(b) Election with respect to
		any Units (other than Class A Units) and such Management Member is subject to
		ordinary income and withholding taxes upon the vesting of such Units (the
		“Vesting Units”) the Management Member will be required to pay, in
		cash, to the Company an amount equal to such withholding taxes, as determined
		by the Company in good faith. To the extent that the withholding taxes, with
		respect to the Vesting Units, are not paid to the Company within five days
		following a request from the Company to pay such withholding taxes, the
		Management Member will forfeit, without the payment of consideration, the
		Vesting Units.
	 

	 
		Section 1.04. Contingent Loan. A Management
		Member shall, subject to the conditions set forth on Exhibit B, be entitled to
		a loan from the Company on the terms set forth on Exhibit B with respect to any
		Electing Units.
	 

	 
		Section 1.05. Contingent Bonus. The Company
		shall cause one of its Subsidiaries to pay a bonus to Management Members in the
		circumstances set forth in Exhibit C.
	 

	 
		ARTICLE II
	 

	 
		Transfers; Acceleration
	 

	 
		Section 2.01. Transfer. (a) Until the
		occurrence of a Qualified IPO, except as required by law, no Management Member
		may directly or indirectly, sell, contract to sell, give, assign, hypothecate,
		pledge, encumber, grant a security interest in, offer, sell any option or
		contract to purchase, purchase any option or contract to sell, grant any
		option, right or warrant to purchase, lend, or otherwise transfer or dispose of
		any economic, voting or other rights in or to (collectively,
		“Transfer”) any Units except pursuant to (i) Article XI of the LLC
		Agreement, (ii) Sections 2.02 or 2.04 hereof or (iii) a Transfer to a Manager
		Permitted Transferee (each a “Permitted Transfer”).
	 

	 
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		 (b) Following a Qualified IPO and the
		expiration of any underwriter or Company “lock-up” period (as
		provided for in Section 4(a) of the Registration Rights Agreement or otherwise)
		applicable to such Qualified IPO, each Management Member may only Transfer its
		Units pursuant to (i) a Permitted Transfer, (ii) a Transfer pursuant to Section
		2.03, (iii) a Transfer in accordance with the Registration Rights Agreement or
		(iv) a Transfer conducted in accordance with the requirements of Rule 144
		promulgated under the 1933 Act; provided, that no Management Member shall make
		a Transfer pursuant to this clause (iv) without the Company’s prior,
		written approval.
	 

	 
		(c) No Transfer by any Management Member may
		be made pursuant to this Article II unless (i) the transferee has agreed in
		writing to be bound by the terms and conditions of this Agreement and the LLC
		Agreement (other than if the Transfer is conducted in accordance with the
		Registration Rights Agreement or the requirements of Rule 144 promulgated under
		the 1933 Act), (ii) the Transfer complies in all respects with the applicable
		provisions of this Agreement, (iii) the Transfer complies in all respects with
		applicable federal and state securities laws, including the 1933 Act and (iv)
		the Transfer is made in compliance with all applicable Company policies and
		restrictions (including any trading “window periods” or other
		policies regulating insider trading); provided, that the conditions to Transfer
		described in clause (i) above shall not apply to a Transfer pursuant Article XI
		of the LLC Agreement or Sections 2.02, 2.03 or 2.04 hereof.
	 

	 
		(d) No Transfer by any Management Member may
		be made pursuant to this Article II (except pursuant to an effective
		registration statement under the 1933 Act) unless and until such Management
		Member has first delivered to the Company an opinion of counsel (reasonably
		acceptable in form and substance to the Company) that neither registration nor
		qualification under the 1933 Act and applicable state securities laws is
		required in connection with such Transfer.
	 

	 
		(e) No Management Member may Transfer
		Accelerated Vesting C/D Units prior to the one-year anniversary of the date on
		which they became Accelerated Vesting C/D Units following a Sponsor
		Sell-Down.
	 

	 
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		Section 2.02. Call Option. (a) If a
		Management Member’s Services to the Company or any Subsidiary terminate
		for any of the reasons set forth in clauses (i), (ii) or (iii) below (each such
		event a “Termination Event”), the Company shall have the right but
		not the obligation to purchase, from time to time after such termination of
		Services (x) in the case of any Unvested Unit, for a period of 120 days
		(subject to extension as provided below) immediately following the date of the
		Termination Event and (y) in the case of any Class A Unit or Vested Unit, for a
		period of 60 days (subject to extension as provided below) immediately
		following the later of (A) the date of the Termination Event and (B) the date
		that is six (6) months and one day after the date on which such Management
		Members’ Unit became a Vested Unit or after the date on which such
		Management Member acquired such Class A Unit (the later of (A) and (B), the
		“First Purchase Date”), and such Management Member shall be required
		to sell to the Company, any or all of such Units then held by such Management
		Member (it being understood that if Units of any class subject to repurchase
		hereunder may be repurchased at different prices, the Company, at its sole
		discretion, may elect to repurchase all or any portion of the Units of such
		class, including purchasing only such lower priced Units), at a price per Unit
		equal to the applicable purchase price determined pursuant to Section
		2.02(c):
	 

	 
		(i) if such Management Member’s Service
		with the Company and its Subsidiaries is terminated due to the Disability or
		death of the Management Member;
	 

	 
		(ii) if such Management Member’s
		Service with the Company and its Subsidiaries is terminated by the Company and
		its Subsidiaries without Cause or by the Management Member for any
		reason;
	 

	 
		(iii) if such Management Member’s
		Service with the Company and its Subsidiaries is terminated by the Company or
		any of its Subsidiaries for Cause.
	 

	 
		Any Unvested Units purchased by the Company
		shall be canceled.
	 

	 
		(b) If on the 61st day following (x) in the
		case of Class A Units, the date of the Termination Event and (y) in the case of
		Vested Units, the First Purchase Date, the Company has not purchased all of a
		terminated Management Member’s Units, and the Company has not opted to
		extend its 60 day election period pursuant to Section 2.02(d), the Company
		shall on or before the 61st day provide written notice to the Investor Groups
		of (i) its decision not to purchase some or all of such Units and (ii) the
		number of such Management Member’s Eligible Units (defined below) which
		the Company did not purchase, and the Investor Groups shall have the right to
		purchase and such Management Member shall be required to sell to the Investor
		Group(s), any or all of the Class A and Vested Units (the “Eligible
		Units”) then held by such Management Member at a price per Unit equal to
		the applicable purchase price determined pursuant to Section 2.02(c). The
		Investor Groups’ rights to purchase such Eligible Units and each
		Management Member’s corresponding obligation to sell such Eligible Units
		shall terminate on the 120th day following (x) in the case of Class A Units,
		the date of the Termination Event and (y) in the case of Vested Units, the
		First Purchase Date. Upon receipt of the written notice described above, each
		Investor Group desiring to purchase Units shall within 45 days of receipt of
		the Company’s notice provide written notice to the Company, specifying
		that such Investor Group is willing to purchase either (i) its pro rata share
		of the Eligible Units (based upon the number of Units held by such Investor
		Group relative to the total number of Units held by all of
	 

	 
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		the Investor Groups), (ii) a number of
		Eligible Units less than such Investor Group’s pro rata share, or (iii)
		any and all Units available to be purchased; provided, that the Investor Groups
		shall, as much as reasonably practicable, consult with each other and
		coordinate the exercise of rights such that all Eligible Units are elected to
		be purchased. Upon receipt of the Investor Groups’ respective notices, the
		Company will notify the Management Member of the Investor Group(s)’
		elections and the Management Member will be obligated to sell (x) to the
		Investor Groups making elections described in clauses (i) and (ii) of the
		preceding sentence, the number of Eligible Units elected to be purchased by
		such Investor Groups and (y) all remaining Eligible Units, if any, to the
		Investor Groups making the election described in clause (iii) of the preceding
		sentence to such Investor Group(s) on a pro rata basis (based upon the number
		of Units held by such Investor Group relative to the total number of Units held
		by all of the Investor Groups making such election), but in no event more that
		any such Investor Groups elected to purchase.
	 

	 
		(c) In the event of a purchase by the
		Company pursuant to Section 2.02(a) and/or the Investor Group(s) pursuant to
		Section 2.02(b) (each a “Units Buyer”), the purchase price shall
		be:
	 

	 
		(i) in the case of a Termination Event
		specified in Section 2.02(a)(i) or 2.02(a)(ii):
	 

	 
			
				
				   
				

			 	
				
				  (x)
				

			 	
				
				  for Class A Units and Vested Units,
				  a price per Unit equal to the most recently determined Fair Market Value;
				  and
				

			 

 

	 
			
				
				   
				

			 	
				
				  (y)
				

			 	
				
				  for Unvested Units, a price per Unit
				  equal to the lesser of (1) the most recently determined Fair Market Value and
				  (2) Cost.
				

			 

 

	 
		(ii) in the case of a Termination Event
		specified in Section 2.02(a)(iii), for Class A Units, Vested Units and Unvested
		Units, a price per Unit equal to the lesser of (1) Fair Market Value and (2)
		Cost.
	 

	 
		(d) The Units Buyer may pay the purchase
		price for such Units (i) by delivery of funds deposited into an account
		designated by the Management Member, a bank cashier’s check, a certified
		check or a company check of the Units Buyer for the purchase price; (ii) if the
		Units Buyer is the Company and is prohibited from paying cash by financing or
		liquidity constraints and is unable to pay the purchase price as provided in
		clause (iii), by delaying the exercise of the purchase right described under
		Section 2.02(a) until the earlier of (x) when the financing restrictions lapse
		and (y) when the Company is able to pay the purchase price as provided in
		clause (iii); or (iii) if the Units Buyer is the Company and has the right to
		purchase such Units during the period following a Qualified IPO (including in
		respect of a purchase that was delayed pursuant to clause (ii)), by delivery of
		a number of shares of Issuer Common Stock determined by dividing (A) the
		aggregate purchase price of the Units being sold by such Management Member by
		(B) the Public Share FMV as of the close of trading on the trading day
		immediately prior to the delivery thereof to the Management Member.
		Notwithstanding anything to the contrary in this Agreement, the Units Buyer may
		deduct and withhold from the amounts otherwise payable pursuant to this
		Agreement such amounts as necessary to comply with the Internal Revenue Code of
		1986, as amended (the “Code”), or any other provision of applicable
		law, with respect to the making of such payment.
	 

	 
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		(e) Notwithstanding anything to the contrary
		elsewhere herein, the Company shall not be obligated to purchase any Units at
		any time pursuant to this Section 2.02, regardless of whether it has delivered
		a notice of its election to purchase any such Units, (i) to the extent that (A)
		the purchase of such Units (together with any other purchases of Units pursuant
		to Sections 2.02 or 2.03 hereof, or pursuant to similar provisions in any other
		agreements with other investors of which the Company has at such time been
		given or has given notice) or (B) in the event of an election to purchase such
		Units with shares of Issuer Common Stock, the issuance of such shares by the
		IPO Entity, the purchase of such shares by the Company or the distribution of
		such shares to the Management Member would result (x) in a violation of any
		law, statute, rule, regulation, policy, order, writ, injunction, decree or
		judgment promulgated or entered by any governmental authority applicable to the
		Company or any of its Subsidiaries or any of its or their assets (including any
		unavailability of a registration statement or exemption from registration
		necessary to allow delivery of shares of Issuer Common Stock to the Management
		Member), (y) after giving effect thereto (including any dividends or other
		distributions or loans from a Subsidiary of the Company to the Company in
		connection therewith), in a Financing Default or (z) in the Company being
		required to disgorge any profit to the IPO Entity pursuant to Section 16(b) of
		the 1934 Act, (ii) if immediately prior to such purchase of Units, issuance of
		Issuer Common Stock or purchase of shares of Issuer Common Stock, as the case
		may be, there exists a Financing Default which prohibits such issuance or
		purchase (including any dividends or other distributions or loans from a
		Subsidiary of the Company to the Company in connection therewith), or (iii) if
		the Company does not have funds available to effect such purchase of Units or
		Issuer Common Stock. The Company shall within 30 days of learning of any such
		fact so notify the Management Member that it is not obligated to purchase such
		Units and has deferred its right to make such purchase until such violation,
		potential liability under the 1933 Act or 1934 Act, Financing Default or
		unavailability of funds would not result therefrom or has ceased. The Company
		agrees to use commercially reasonable efforts to cure any such Financing
		Default that is curable. To the extent that, pursuant to this Section 2.02(e),
		the Company is not obligated to pay for a Management Member’s Units in
		accordance with one of the payment methods described in the first sentence of
		Section 2.02(d), the Company shall, except as otherwise permitted by this
		Section 2.02(e), be required to pay for such Units pursuant to an alternate
		method of payment described in the first sentence of Section 2.02(d).
	 

	 
		(f) Notwithstanding anything to the contrary
		contained in this Section 2.02, any Units which the Company has elected to
		purchase from a Management Member, but which in accordance with Section 2.02(e)
		are not purchased at the applicable time provided in this Section 2.02, shall
		be purchased by the Company on the tenth Business Day after such date or dates
		that it is no longer permitted to defer purchasing such Units under Section
		2.02(e), and the Company shall give such Management Member five Business Days
		prior notice of any such purchase.
	 

	 
		Section 2.03. Put Right. (a) Subject to the
		Call Right described in Section 2.02, following a Qualified IPO and for so long
		as no Termination Event pursuant to Section 2.02(a)(iii) shall have occurred
		with respect to a Management Member, such Management Member shall have the
		right, but not the obligation, to sell (the “Put Right”) beginning on
		the later of (i) in the case of Class A Units and Equity Units that were Vested
		Units on the date of consummation of the Qualified IPO, the later of (x) the
		first date immediately following the expiration of any Company or underwriter
		“lock-up” period applicable to such Qualified IPO and
	 

	 
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		(y) the date that is at least six (6) months
		and one day after, (A) in the case of Class A Units, the Sale Date, and (B) in
		the case of any Equity Units that were Vested Units on the date of consummation
		of the Qualified IPO, the date on which such Equity Units became Vested Units
		and (ii) in the case of Equity Units that were Unvested Units on the date of
		consummation of the Qualified IPO, the date that is six (6) months and one day
		after the date on which such Management Member’s Units became Vested Units
		(the later of (i) and (ii) shall be referred to as the “First Put
		Date”), and the Company shall be required to purchase from such Management
		Member, a number of such Management Member’s Class A Units and Vested
		Units as determined by such Management Member, at a price per Unit equal to the
		Fair Market Value as of the date the Management Member exercises such Put
		Right. For the avoidance of doubt, subject to the Call Right described in
		Section 2.02, a Management Member shall remain entitled to the Put Right
		following a Termination Event pursuant to Sections 2.02(a)(i) or (ii) with
		respect to such Management Member.
	 

	 
		(b) Each Management Member who desires to
		sell any of his or her Class A Units or Vested Units following the applicable
		First Put Date shall send written notice to the Company of his or her intention
		to sell such Units pursuant to this Section 2.03. Subject to the exercise of
		any Call Right pursuant to Section 2.02, the closing of the purchase shall take
		place at the principal office of the Company on a date specified by the Company
		no later than 30 days after the giving of such notice.
	 

	 
		(c) At the closing of a purchase pursuant to
		a Put Right, the Company will pay to the Management Member the purchase price
		for such Units (determined in accordance with Section 2.03(a)) by delivery of a
		number of shares of Issuer Common Stock determined by dividing (A) the
		aggregate purchase price of the Units being sold by such Management Member by
		(B) the Public Share FMV as of the close of trading on the trading day
		immediately prior to the delivery thereof to the Management Member.
	 

	 
		(d) Notwithstanding anything to the contrary
		elsewhere herein, the Company shall not be obligated to purchase any Units at
		any time pursuant to this Section 2.03 (i) to the extent that (A) the purchase
		of such Units (together with any other purchases of Units pursuant to Sections
		2.02 or 2.03 hereof, or pursuant to similar provisions in any other agreements
		with other investors of which the Company has at such time been given or has
		given notice) or (B) the issuance of shares by the IPO Entity or the purchase
		of such shares by the Company would result (x) in a violation of any law,
		statute, rule, regulation, policy, order, writ, injunction, decree or judgment
		promulgated or entered by any governmental authority applicable to the Company
		or any of its Subsidiaries or any of its or their assets (including any
		unavailability of a registration statement or exemption from registration
		necessary to allow delivery of shares of Issuer Common Stock to the Management
		Member(s)), (y) after giving effect thereto, in a Financing Default or (z) in
		the Company being required to disgorge any profit to the IPO Entity pursuant to
		Section 16(b) of the 1934 Act or (ii) if immediately prior to such purchase of
		Units, issuance of Issuer Common Stock or purchase of shares of Issuer Common
		Stock, as the case may be, there exists a Financing Default which prohibits any
		such issuance or purchase. The Company agrees to use commercially reasonable
		efforts to cure any such Financing Default that is curable. To the extent that
		the Company is not obligated to pay for any Units as described in the first
		sentence of Section 2.03(c) pursuant to the terms of this Section 2.03(d), the
		Company shall promptly notify any Management Member that has delivered a notice
		of exercise of a Put Right that it is not
	 

	 
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		obligated to purchase such Units and has
		deferred its right to make such purchase until such violation, potential
		liability under the 1933 Act or 1934 Act or Financing Default would not result
		therefrom or has ceased.
	 

	 
		(e) Notwithstanding anything to the contrary
		contained in this Section 2.03, any Units which a Management Member has elected
		to sell to the Company, but which in accordance with Section 2.03(d) are not
		purchased at the applicable time provided in this Section 2.03, shall be
		purchased by the Company on the tenth Business Day after such date or dates
		that it is no longer permitted to defer purchasing such Units under Section
		2.03(d), and the Company shall give such Management Member five Business Days
		prior notice of any such purchase.
	 

	 
		Section 2.04. Tag-Along Right. (a) If, at
		any time prior to a Qualified IPO, one or more Sponsor Members propose to
		Transfer, in a single transaction or a series of related transactions, a number
		of Class A Units representing at least 30% of the Sponsor Members’
		aggregate Initial Equity Stakes (as defined in the LLC Agreement) to any Person
		(other than a Transfer to a Permitted Transferee (as defined in the LLC
		Agreement) of any such Sponsor Member and other than a Transfer in accordance
		with the Registration Rights Agreement and other than to another Sponsor
		Member) (a “Tag-Along Purchaser”), then, unless such transferring
		Sponsor Member(s) are entitled to give and do give a Drag-Along Sale Notice (as
		defined in the LLC Agreement) and no other Sponsor Member(s) has elected to
		purchase its pro rata share of such Class A Units pursuant to Section 2.04(a)
		of the Sponsor Agreement, the Company shall first provide written notice to
		each of the Management Members, which notice (the “Tag-Along Notice”)
		shall state: (i) the maximum number of Class A Units proposed to be Transferred
		(the “Tag-Along Securities”); (ii) the purchase price per Unit (the
		“Tag-Along Price”) for the Tag-Along Securities and (iii) any other
		material terms and conditions of such sale, including the proposed transfer
		date (which date will be within 60 business days after the termination of the
		Election Period (defined below), subject to extension for any required
		regulatory approvals). Each of the Management Members that has been provided
		with the Tag-Along Notice (each, a “Tag-Along Manager”) shall have
		the right to sell to such Tag-Along Purchaser, upon the terms set forth in the
		Tag-Along Notice, up to the aggregate number of Class A Units which are held by
		such Tag-Along Manager multiplied by a fraction, the numerator of which is the
		aggregate number of Class A Units proposed to be sold by the transferring
		Sponsor Member as reflected in the Tag-Along Notice and the denominator of
		which is the total number of Class A Units which are held by the transferring
		Sponsor Member. If the number of Class A Units elected to be sold by the
		Tag-Along Managers and any other individuals identified from time to time on
		Exhibit A to the LLC Agreement, the transferring Sponsor Member and any other
		Sponsor Members electing to participate in such sale is greater than the number
		of Tag-Along Securities specified in the Tag-Along Notice, the number of Class
		A Units being sold by each such seller shall be reduced such that the
		applicable seller shall be entitled to (and obligated to) sell only their pro
		rata share of Class A Units (based on the aggregate number of Class A Units
		held by such seller to the total number of Class A Units held by all of such
		electing sellers). The transferring Sponsor Member(s), the Sponsor Members
		electing to participate in such sale and the Tag-Along Manager(s) exercising
		their rights pursuant to this Section 2.04 shall effect the sale of the
		Tag-Along Securities, and such Tag-Along Manager(s) shall sell the number of
		Tag-Along Securities required to be sold by such Tag-Along Manager(s) pursuant
		to
	 

	 
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		this Section 2.04(a) within 60 business days
		after the expiration of the Election Period, subject to extension for any
		required regulatory approvals.
	 

	 
		(b) The tag-along rights provided by this
		Section 2.04 must be exercised by any Tag-Along Manager wishing to sell its
		Class A Units within 10 business days following the date of delivery of the
		Tag-Along Notice (the “Election Period”), by delivery of a written
		notice to the Company indicating such Tag-Along Manager’s wish to
		irrevocably exercise its rights and specifying the number of Class A Units (up
		to the maximum number of Class A Units owned by such Tag-Along Manager
		requested to be purchased by such Tag-Along Purchaser) it wishes to sell;
		provided that any Tag-Along Manager may waive its rights under this Section
		2.04 prior to the expiration of such 10-business day period by giving written
		notice to the Company, which will be distributed by the Company to the
		transferring Sponsor Member(s). The failure of a Tag-Along Manager to respond
		within such 10-business day period shall be deemed to be a waiver of such
		Tag-Along Manager’s rights under this Section 2.04.
	 

	 
		(c) In connection with any sale pursuant to
		this Section 2.04, each Tag-Along Manager shall make to the Tag-Along Purchaser
		the same representations, warranties, covenants, indemnities and agreements as
		the transferring Sponsor Member(s) makes in connection with the proposed
		transfer (except that in the case of representations, warranties, covenants,
		indemnities and agreements pertaining specifically to the transferring Sponsor
		Member(s), a Tag-Along Manager shall make the comparable representations,
		warranties, covenants, indemnities and agreements); provided that all
		representations, warranties and indemnities shall be made by the transferring
		Sponsor Member(s) and such Tag-Along Manager severally and not jointly and that
		the liability of the transferring Sponsor Member(s) and such Tag-Along Manager
		thereunder shall be borne by each of them on a pro rata basis. The Tag-Along
		Managers shall receive the same type and amount of consideration (and rights)
		per Class A Unit as is paid or delivered to the transferring Sponsor Member(s)
		in the sale pursuant to Section 2.04(a).
	 

	 
		(d) No Transfer of any Unit pursuant to this
		Section 2.04 shall be effective unless and until the applicable transferee
		agrees to be bound by all of the terms and conditions of the LLC
		Agreement.
	 

	 
		Section 2.05. Fair Market Value. Either the
		Board or the compensation committee of the Board shall undertake in good faith
		to determine the Fair Market Value of the Units no less frequently than
		annually and on a quarterly basis if necessary in connection with a Transfer of
		Units to the Company pursuant to Section 2.02 or Section 2.03 of this
		Agreement. Such determination shall be made in the sole discretion of the Board
		or the compensation committee of the Board, as the case may be.
	 

	 
		Section 2.06. Accelerated Vesting. Either
		the Board or the compensation committee of the Board may from time to time
		accelerate the vesting of the Equity Units, including, if appropriate, in
		connection with a Change of Control.
	 

	 
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		ARTICLE III
	 

	 
		Confidentiality; Intellectual Property
		Rights
	 

	 
		Section 3.01. (a) No Management Member shall
		at any time (whether during or after such Management Member’s service with
		the Company or its Subsidiaries) (i) retain or use for the benefit, purposes or
		account of the Management Member or any other Person; or (ii) disclose,
		divulge, reveal, communicate, share, transfer or provide access to any Person
		outside the Company and its Subsidiaries (other than its professional advisers
		who are bound by confidentiality obligations), any non-public, proprietary or
		confidential information (including trade secrets, know-how, research and
		development, software, databases, inventions, processes, formulae, technology,
		designs and other intellectual property, information concerning finances,
		investments, profits, pricing, costs, products, services, vendors, customers,
		clients, partners, investors, personnel, compensation, recruiting, training,
		advertising, sales, marketing, promotions, government and regulatory activities
		and approval) concerning the past, current or future business, activities and
		operations of the Company, its Subsidiaries or Affiliates and/or any third
		party that has disclosed or provided any of same to the Company on a
		confidential basis, including, without limitation, the existence and terms of
		this Agreement, the LLC Agreement or the Registration Rights Agreement
		(“Confidential Information”) without the prior authorization of the
		Company.
	 

	 
		(b) “Confidential Information”
		shall not include any information that is (i) generally known to the industry
		or the public other than as a result of the Management Member’s breach of
		this covenant or any breach of other confidentiality obligations by third
		parties; (ii) made legitimately available to the Management Member by a third
		party without breach of any confidentiality obligation; or (iii) required by
		law to be disclosed; provided that in connection with sub-clause (iii), the
		Management Member shall give prompt written notice to the Company of such
		requirement, disclose no more information than is so required, and cooperate
		with any attempts by the Company to obtain a protective order or similar
		treatment. This Section 3.01 shall not be construed to preclude the Management
		Member from using his/her acquired knowledge, experience and expertise gained
		during the term of Services in any subsequent employment, provided that such
		use does not include the disclosure or other use in any manner of Confidential
		Information.
	 

	 
		(c) Except as required by law or except in
		connection with any proposed transfer in accordance with this Agreement or any
		transfer to a Management Permitted Transferee, the Management Member will not
		disclose to anyone, other than the Management Member’s immediate family
		and legal or financial advisors, the existence or contents of this
		Agreement.
	 

	 
		(d) Upon termination of the Management
		Member’s Services with the Company for any reason, the Management Member
		shall (i) cease and not thereafter commence use of any Confidential Information
		or intellectual property (including any patent, invention, copyright, trade
		secret, trademark, trade name, logo, domain name or other source indicator)
		owned or used by the Company, its Subsidiaries or Affiliates; (ii) immediately
		destroy, delete, or return to the Company, at the Company’s option, all
		originals and copies in any form or medium (including memoranda, books, papers,
		plans, computer files, letters and other data) in the
	 

	 
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		Management Member’s possession or
		control (including any of the foregoing stored or located in the Management
		Member’s office, home, laptop or other computer, whether or not such
		computer is Company property) that contain Confidential Information or
		otherwise relate to the business of the Company, its Affiliates and
		Subsidiaries, except that the Management Member may retain only those portions
		of any personal notes, notebooks and diaries that do not contain any
		Confidential Information; and (iii) notify and fully cooperate with the Company
		regarding the delivery or destruction of any other Confidential Information of
		which the Management Member is or becomes aware.
	 

	 
		(e) Each Management Member who has
		participated or will participate in the creation or development of any
		intellectual property in the course of such individual’s service to the
		Company or its Subsidiaries hereby (i) disclaims and agrees to disclaim any
		rights with respect to such intellectual property, (ii) agrees that the Company
		or a Subsidiary of the Company, as the case may be, is or will be deemed to be
		the sole original owner/author of all such intellectual property and, (iii) if
		requested by the Company or a Subsidiary of the Company, will execute an
		assignment or an agreement to assign solely in favor of the Company or such
		Subsidiary or such predecessor in interest, as applicable, all right, title and
		interest in all such intellectual property.
	 

	 
		ARTICLE IV
	 

	 
		Definitions
	 

	 
		Section 4.01. “Accelerated Vesting C/D
		Units” shall have the meaning given thereto in the definition of
		“Applicable Percentage” below.
	 

	 
		Section 4.02. “Act” shall mean the
		Delaware Limited Liability Company Act, Delaware Code, Title 6, Sections
		18-101, et seq., as in effect from time to time.
	 

	 
		Section 4.03. “Affiliate” shall
		have the meaning ascribed thereto in Rule 12b-2 promulgated under the 1934 Act,
		as in effect on the date hereof.
	 

	 
		Section 4.04. “Applicable Law”
		means, with respect to any Person, any statute, law, regulation, ordinance,
		rule, injunction, order, decree, governmental approval, directive, requirement,
		or other governmental restriction or any similar form of decision of, or
		determination by, or any interpretation or administration of any of the
		foregoing by, any governmental authority, applicable to such Person or its
		Subsidiaries or their respective assets.
	 

	 
		Section 4.05. “Applicable
		Percentage” shall mean, subject to Section 2.06, (i) in the case of any
		Class B Unit: (1) 0% until the end of the one-year period commencing on the
		Reference Date; (2) 20% following the end of the one-year period commencing on
		the Reference Date and terminating on the second anniversary of the Reference
		Date; (3) 40% following the end of the one-year period commencing on the first
		anniversary of the Reference Date and terminating on the third anniversary of
		the Reference Date; (4) 60% following the end of the one-year period commencing
		on the second anniversary of the Reference Date and terminating on the fourth
		anniversary of the Reference Date; (5) 80% following the end of the one-year
		period commencing on the third anniversary of the Reference Date and
		terminating on the fifth
	 

	 
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		anniversary of the Reference Date; and (6)
		100% on and after the end of the one-year period commencing on the fourth
		anniversary of the Reference Date; provided, that, the Applicable Percentage in
		respect of any Class B Unit upon and following a Change of Control shall be
		100% on the date that is eighteen months following such Change of Control (if
		the Management Member continues to provide Services for (or is terminated
		without Cause during) such eighteen-month period) and (ii) in the case of any
		Class C Unit or Class D Unit, shall be the fraction (expressed as a percentage)
		the numerator of which is zero on the Reference Date and shall increase by 20
		on each of (A) December 31, 2004 if the applicable Target EBITDA for 2004 is
		met or exceeded; (B) December 31, 2005 if the applicable Target EBITDA for 2005
		is met or exceeded; (C) December 31, 2006 if the applicable Target EBITDA for
		2006 is met or exceeded; (D) December 31, 2007 if the applicable Target EBITDA
		for 2007 is met or exceeded; and (E) December 31, 2008 if the applicable Target
		EBITDA for 2008 is met or exceeded, and the denominator of which is 100;
		provided further, that the numerator used to calculate the Applicable
		Percentage in respect of any Class C Unit or Class D Unit upon and following a
		Change of Control shall be the same as the numerator used at the time the
		Change of Control occurred, unless the applicable Target EBITDA had been met in
		the year immediately preceding such year, in which case the numerator shall be
		100 on the date that is eighteen months following such Change of Control (if
		the Management Member continues to provide Services for (or is terminated
		without Cause during) such eighteen-month period); provided further, that the
		numerator used to calculate the Applicable Percentage in respect of any Class C
		Unit or Class D Unit upon and following a Sponsor Sell-Down shall be the same
		as the numerator used at the time the Sponsor Sell-Down occurred, unless the
		applicable Target EBITDA had been met in the year immediately preceding such
		year, in which case the numerator shall be 100 (any Class C Units or Class D
		Units which became Vested Units upon the Applicable Percentage being so
		increased as a result of a Sponsor Sell-Down are referred to herein as
		“Accelerated Vesting C/D Units” whose transferability shall be
		governed by Section 2.01(e)); provided further, with respect to Class C Units
		and Class D Units that if the applicable Target EBITDA is not met or exceeded
		in respect of any fiscal year (such year, a “Failed Year”), but the
		applicable Target EBITDA for the year immediately following such Failed Year
		(if, at the end thereof the Management Member continues to provide Services) is
		met or exceeded, the numerator in the fraction used to calculate the Applicable
		Percentage shall be deemed to increase by 20 for such Failed Year; provided
		further, that if as of the end of any year (if, at the end thereof the
		Management Member continues to provide Services) following a Failed Year the
		aggregate actual EBITDA achieved for all years since and including such Failed
		Year is in excess of the aggregate of the applicable Target EBITDA amounts for
		all such years, the numerator in the fraction used to calculate the Applicable
		Percentage shall be deemed to increase by 20 for each Failed Year in that time
		period. Notwithstanding the foregoing, (i) in the case of any Class C Unit, the
		Applicable Percentage shall be 100% on and after the date that is the eighth
		anniversary of the Reference Date and (ii) in the case of any Class D Unit, the
		Applicable Percentage shall be 100% on and after the date that is the tenth
		anniversary of the Reference Date. Notwithstanding the foregoing, the
		Applicable Percentage (or numerator) for any Management Member’s Units
		will remain unchanged following a Termination Event with respect to such
		Management Member.
	 

	 
		Section 4.06. “Board” shall mean
		the board of directors of the Company.
	 

	 
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		Section 4.07. “Business Day” shall
		mean any day on which banks are required to be open to conduct business in New
		York City.
	 

	 
		Section 4.08. “Cause”, when used
		in connection with the termination of Services of a Management Member, shall
		have the same meaning ascribed to such term in any written agreement relating
		to Services or any severance agreement then in effect between such Management
		Member and the Company or one of its Subsidiaries or, if no such agreement
		containing a definition of “Cause” is then in effect, shall mean a
		termination of Services of the Management Member by the Company or any
		Subsidiary thereof due to (i) the commission by the Management Member of an act
		of fraud or embezzlement, (ii) the indictment or conviction of the Management
		Member for a felony or a crime involving moral turpitude or a plea by the
		Management Member of guilty or nolo contendere involving such a crime, (iii)
		the gross negligence, malfeasance or willful misconduct by the Management
		Member in the performance of the Management Member’s duties, (iv) the
		violation by the Management Member of a written Company policy regarding
		employment, including substance abuse, sexual harassment or discrimination, (v)
		the willful failure of the Management Member to render services to the Company
		or any of its Subsidiaries in accordance with the Management Member’s
		Services which failure amounts to a material neglect of the Management
		Member’s duties to the Company or any of its Subsidiaries (other than as a
		result of mental or physical incapacity) (vi) the repeated failure of the
		Management Member to comply with reasonable directives of the Board or the
		chief executive officer of the Company consistent with the Management
		Member’s duties or (vii) the material breach by the Management Member of
		any of the provisions of any agreement between the Management Member, on the
		one hand, and the Company or a Member or an Affiliate of the Company, on the
		other hand.
	 

	 
		Section 4.09. “Change of Control”
		shall mean the consummation of any transaction (including any merger or
		consolidation) the result of which is that any Person, other than a Sponsor
		Member or a Permitted Transferee of a Sponsor Member, becomes the beneficial
		owner, directly or indirectly, of (i) more than 50% of the voting securities of
		the Company or its successor entity or (ii) all or substantially all of the
		assets of the Company or its successor entity.
	 

	 
		Section 4.10. “Class A Units”
		shall have the meaning set forth in the recitals of this Agreement.
	 

	 
		Section 4.11. “Class B Units”
		shall have the meaning set forth in the recitals of this Agreement.
	 

	 
		Section 4.12. “Class C Units”
		shall have the meaning set forth in the recitals of this Agreement.
	 

	 
		Section 4.13. “Class D Units”
		shall have the meaning set forth in the recitals of this Agreement.
	 

	 
		Section 4.14. “Cost” shall mean,
		with respect to a Management Member’s Units, the price per unit paid by
		such Management Member (as proportionately adjusted for all subsequent
		distributions of Units and other recapitalizations).
	 

	 
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		Section 4.15. “Disability” shall
		mean the inability of a Management Member to perform the essential functions of
		the Management Member’s job, with or without reasonable accommodation, by
		reason of a physical or mental infirmity, for a continuous period of six months
		or for an aggregate of nine months in a twenty-four month period. The period of
		six months shall be deemed continuous unless such Management Member returns to
		work for at least 30 consecutive business days during such period and performs
		during such period at the level and competence that existed prior to the
		beginning of the six-month period.
	 

	 
		Section 4.16. “EBITDA” shall have
		the meaning set forth in the Credit Agreement dated November 4, 2003 by and
		among Nalco Holdings LLC, Nalco Company, certain foreign subsidiary borrowers
		and the lenders named therein; provided, that the Board in its sole discretion
		and without liability to any Person may make any adjustment to EBITDA as it
		deems to be appropriate (including adjustments made as a result of
		acquisitions, dispositions, mergers, recapitalizations, reorganizations,
		consolidations, spin-offs, share dividends, splits or reverse splits,
		distributions, other extraordinary transactions with respect to any Units,
		other changes in the structure of the Company or any of its Affiliates, or
		significant capital expenditures).
	 

	 
		Section 4.17. “Equity Units” shall
		mean the Class B Units, the Class C Units and the Class D Units.
	 

	 
		Section 4.18. “Fair Market Value”
		shall be the fair value of the Units determined from time to time in good faith
		by the Board using its reasonable business judgment. Following the initial
		public offering of equity securities of the Company or the IPO Entity, Fair
		Market Value will be based on the public trading price of such
		securities.
	 

	 
		Section 4.19. “Financing Default”
		shall mean an event which would constitute (or with notice or lapse of time or
		both would constitute) an event of default (which event of default has not been
		cured) under or would otherwise violate or breach (i) any financing arrangement
		of the Company or any of its Subsidiaries in effect as of the time of the
		aforementioned event, and any extensions, renewals, refinancings or refundings
		thereof in whole or in part; and (ii) any provision of the Company’s or
		any of its Subsidiary’s constitutional documents.
	 

	 
		Section 4.20. “Investor Group”
		shall have the meaning set forth in the LLC Agreement.
	 

	 
		Section 4.21. “IPO Entity” shall
		mean the issuer in a Qualified IPO.
	 

	 
		Section 4.22. “Issuer Common
		Stock” shall mean common stock of the same class as that offered to the
		public by the IPO Entity in a Qualified IPO or any securities into which such
		common stock is exchanged, converted or reclassified, including pursuant to any
		merger, reorganization or reclassification.
	 

	 
		Section 4.23. “1933 Act” shall
		mean the Securities Act of 1933, as amended, and the rules and regulations
		promulgated thereunder.
	 

	 
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		Section 4.24. “1934 Act” shall
		mean the Securities Exchange Act of 1934, as amended, and the rules and
		regulations promulgated thereunder.
	 

	 
		Section 4.25. “Management Members”
		shall have the meaning set forth in the introductory paragraph of this
		Agreement.
	 

	 
		Section 4.26. “Manager Permitted
		Transferee” shall mean, with respect to any Management Member, (i) a
		transferee in a Transfer upon the death of such Management Member to his/her
		executors, administrators, testamentary trustees, legatees or beneficiaries
		(ii) subject to the LLC Agreement, only in connection with a Transfer by such
		Management Member for estate planning purposes not made within twelve months of
		any other such Transfer, a limited partnership, limited liability company,
		trust or custodianship, the beneficiaries of which may include only such
		Management Member, his/her spouse (or ex-spouse) or his/her lineal descendants
		(including adopted), but only if, (x) in the case of clause (i) and (ii), such
		Person becomes a party to, and is bound to the same extent as the transferor by
		the terms of, this Agreement and (y) in the case of a Transfer described in
		clause (ii), the Compensation Committee of the Board has given its prior,
		written approval to such Transfer.
	 

	 
		Section 4.27. “Member” shall have
		the meaning set forth in the LLC Agreement.
	 

	 
		Section 4.28. “Permitted
		Transferee” shall have the meaning set forth in the LLC Agreement.
	 

	 
		Section 4.29. “Person” means an
		individual, a partnership, a corporation, a limited liability company, an
		association, a joint stock company, a trust, a joint venture, an unincorporated
		organization and a governmental entity or any department, agency or political
		subdivision thereof.
	 

	 
		Section 4.30. “Public Share FMV”,
		per share of Issuer Common Stock, shall mean the arithmetic mean of the high
		and low prices per share as reported on such date on the composite tape of the
		principal national securities exchange on which such shares are listed or
		admitted to trading, or, if no composite tape exists for such national
		securities exchange on such date, then on the principal national securities
		exchange on which such shares are listed or admitted to trading, or, if the
		shares are not listed or admitted on a national securities exchange, the
		arithmetic mean of the per share closing bid price and per share closing asked
		price on such date as quoted on the National Association of Securities Dealers
		Automated Quotation System (or such market in which such prices are regularly
		quoted) (the “NASDAQ”), or, if no sale of shares shall have been
		reported on such composite tape or such national securities exchange on such
		date or quoted on the NASDAQ on such date, then the immediately preceding date
		on which sales of the shares have been so reported or quoted shall be used to
		calculate the Public Share FMV.
	 

	 
		Section 4.31. “Qualified IPO”
		shall have the meaning set forth in the Registration Rights Agreement.
	 

	 
		Section 4.32. “Reference Date”
		shall mean December 31, 2003.
	 

	 
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		Section 4.33. “Registration Rights
		Agreement” shall mean that certain Registration Rights Agreement, dated as
		of May 17, 2004, by and among the Company and the Members, as it may be
		amended, supplemented or restated from time to time.
	 

	 
		Section 4.34. “Sale Date” shall
		mean, with respect to any Unit, the date on which such Unit was first purchased
		from the Company.
	 

	 
		Section 4.35. “Services” shall
		mean (i) a Management Member’s employment if the Management Member is an
		employee of the Company or any of its Affiliates, (ii) a Management
		Member’s services as a consultant, if the Management Member is a
		consultant to the Company or any of its Affiliates and (iii) a Management
		Member’s services as a non-employee director, if the Management Member is
		a non-employee member of the Board or the board of directors of an Affiliate;
		provided however that unless otherwise determined by the Board or the
		compensation committee of the Board, a change in a Management Member’s
		status from employee to non-employee (other than with respect to a director of
		the Company or an Affiliate) shall constitute a termination of employment
		hereunder.
	 

	 
		Section 4.36. “Sponsor Members”
		shall have the meaning set forth in the LLC Agreement
	 

	 
		Section 4.37. “Sponsor Sell-Down”
		shall be deemed to have occurred at any time following a Qualified IPO at which
		the Sponsor Members and their Permitted Transferees cease to beneficially own,
		directly or indirectly, more than 20% of the voting securities of the Company
		or its successor entity.
	 

	 
		Section 4.38. “Subsidiary” shall
		have the meaning set forth in the LLC Agreement.
	 

	 
		Section 4.39. “Tag-Along Manager”
		shall have the meaning set forth in Section 2.04(a).
	 

	 
		Section 4.40. “Tag-Along Notice”
		shall have the meaning set forth in Section 2.04(a).
	 

	 
		Section 4.41. “Tag-Along Price”
		shall have the meaning set forth in Section 2.04(a).
	 

	 
		Section 4.42. “Tag-Along
		Purchaser” shall have the meaning set forth in Section 2.04(a).
	 

	 
		Section 4.43. “Tag-Along
		Securities” shall have the meaning set forth in Section 2.04(a).
	 

	 
		Section 4.44. “Target EBITDA”
		shall mean, in respect of a fiscal year and for the applicable class of Unit
		set forth on Schedule B hereto, the EBITDA amount set forth opposite such year
		with respect to such class of Unit; provided, that the Board in its sole
		discretion and without liability to any Person may make any adjustment to
		EBITDA as it deems to be appropriate (including adjustments made as a result of
		acquisitions, dispositions, mergers,
	 

	 
		19
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		recapitalizations, reorganizations,
		consolidations, spin-offs, share dividends, splits or reverse splits,
		distributions, other extraordinary transactions with respect to any Units,
		other changes in the structure of the Company or any of its Affiliates, or
		significant capital expenditures).
	 

	 
		Section 4.45. “Termination Event”
		shall have the meaning set forth in Section 2.02(a).
	 

	 
		Section 4.46. “Transfer” shall
		have the meaning set forth in Section 2.01(a).
	 

	 
		Section 4.47. “Units” shall have
		the meaning set forth in the recitals of this Agreement.
	 

	 
		Section 4.48. “Units Buyer” shall
		have the meaning set forth in Section 2.02(c).
	 

	 
		Section 4.49. “Unvested Units”
		shall mean, as of the date of any determination, with respect to the Equity
		Units held by a Management Member, the number of such Equity Units equal to the
		product of (i) the total number of such Equity Units times (ii) the percentage
		equal to 100% less the Applicable Percentage.
	 

	 
		Section 4.50. “Vesting Date” shall
		have the meaning set forth in Section 2.02(a).
	 

	 
		Section 4.51. “Vested Units” shall
		mean, subject to Section 2.06, as of the date of any determination, with
		respect to the Equity Units held by a Management Member, the number of such
		Equity Units equal to product of (i) the total number of such Equity Units
		times (ii) the Applicable Percentage.
	 

	 
		ARTICLE V
	 

	 
		MISCELLANEOUS
	 

	 
		Section 5.01. Assignment and Binding Effect.
		Neither the Company nor any Management Member shall assign all or any part of
		this Agreement without the prior written consent of the other and the consent
		of the Board. This Agreement shall be binding upon and inure to the benefit of
		the successors and assigns of the parties pursuant to this paragraph.
	 

	 
		Section 5.02. Conversion; Restructuring;
		Recapitalization; Reorganization. (a) In connection with a Qualified IPO,
		pursuant to Section 4.06 of the LLC Agreement, the Units may be converted at
		the discretion of the Board into Reclassified Securities (as defined in the LLC
		Agreement) and it is contemplated that the restrictions contained in this
		Agreement would in such case be replicated in one or more management
		shareholders agreements governing the Reclassified Securities to which the
		Management Members would become parties.
	 

	 
		(b) The Company may, at the discretion of
		the Board and in accordance with applicable U.S. state and federal law
		(including the 1933 Act and the 1934 Act and the rules promulgated thereunder),
		effect a reorganization, reclassification, conversion, merger, recapitalization
		or restructuring (each, a “Restructuring Event”) pursuant to which
		the Members would become members or shareholders of a new limited liability
		company or corporation and
	 

	 
		20
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		cease to be Members of the Company or
		receive different securities of the Company. The units, shares or other equity
		interests provided to each Management Member pursuant to such Corporate
		Restructuring would provide each Management Member with substantially similar
		economic and other rights and privileges as such Management Member had as a
		Member of the Company prior to such Restructuring Event and which are
		consistent with the rights and preferences attendant to the Units held by the
		Management Members immediately prior to such Restructuring Event. It is
		contemplated that the Management Members, the company formed by such
		Restructuring Event and, in the discretion of the Sponsor Members, the Sponsor
		Members, would enter a management members agreement or management shareholders
		agreement, as the case may be, in conjunction with such Restructuring Event,
		containing provisions substantially similar to the provisions of this
		Agreement. The Management Members hereby agree to enter into any such
		management members agreement or management shareholders agreement.
	 

	 
		Section 5.03. Third Party Beneficiaries.
		Each of the Sponsor Members shall be considered a third party beneficiary of
		the representations, warranties and agreements of the Management Members made
		in this Agreement, entitled to take any action against any Management Member as
		if such Sponsor Member were the Company hereunder.
	 

	 
		Section 5.04. Notices. Any notice, demand,
		request, waiver, or other communication under this Agreement shall be in
		writing and shall be deemed to have been given when personally delivered, one
		day after deposit with Federal Express or similar overnight courier service or
		three days after being mailed by first class mail, return receipt requested
		shall be deemed to have been given on the date mailed, and shall be addressed
		as follows:
	 

	 
		TO THE COMPANY:  Nalco LLC
	 

	 
		345 Park Avenue
	 

	 
		New York, NY 10154
	 

	 
		Attention: Chinh Chu
	 

	 
		Fax: (212) 583-5722
	 

	 
		Attention: Joshua J. Harris
	 

	 
		Fax: (212) 515-3288
	 

	 
		Attention: Sanjeev Mehra
	 

	 
		Fax: (212) 357-5505
	 

	 
		With a copy to: Simpson Thacher &
		Bartlett LLP
	 

	 
		425 Lexington Avenue
	 

	 
		New York, NY 10017
	 

	 
		Attention: Wilson S. Neely
	 

	 
		Fax: (212) 455-2502
	 

	 
		And a copy to: Wachtell, Lipton, Rosen
		& Katz
	 

	 
		51 West 52nd Street
	 

	 
		New York, NY 10019
	 

	 
		Attention: Daniel A. Neff
	 

	 
		Fax: (212) 403-2000
	 

	 
		21
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		TO ANY MANAGEMENT INVESTOR MEMBER At
		the address set
	 

	 
		forth in the
	 

	 
		written records of
	 

	 
		the Company.
	 

	 
		Section 5.05. Governing Law. THIS AGREEMENT
		SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE
		OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES WHICH WOULD RESULT
		IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
	 

	 
		Section 5.06. Jurisdiction. The parties
		hereby irrevocably and unconditionally consent to submit to the exclusive
		jurisdiction of the courts of the State of Delaware for any actions, suits or
		proceedings arising out of or relating to this agreement and the transactions
		contemplated hereby (and agree not to commence any action, suit or proceeding
		relating thereto except in such courts, and further agree that service of any
		process, summons, notice or document by U.S. registered mail to its address set
		forth above shall be effective service of process for any action, suit or
		proceeding brought against such party in any such court). The parties hereby
		irrevocably and unconditionally waive any objection to the laying of venue of
		any action, suit or proceeding arising out of this Agreement or the
		transactions contemplated hereby in the courts of the State of Delaware, and
		hereby further irrevocably and unconditionally waive and agree not to plead or
		claim in any such court that any such action, suit or proceeding brought in any
		such court has been brought in an inconvenient forum.
	 

	 
		Section 5.07. Management Member’s
		Services. Nothing contained in this Agreement shall be deemed to obligate the
		Company or any Subsidiary to employ or retain any Management Member in any
		capacity whatsoever or to prohibit or restrict the Company (or any Subsidiary)
		from terminating the Services of the Management Member at any time or for any
		reason whatsoever, with or without Cause.
	 

	 
		Section 5.08. Entire Agreement. This
		Agreement, the LLC Agreement and the Registration Rights Agreement set forth
		the entire understanding and agreement of the parties hereto and supersede any
		and all other understandings, term sheets, negotiations or agreements between
		the parties hereto relating to the subject matter of this Agreement, the LLC
		Agreement and the Registration Rights Agreement.
	 

	 
		Section 5.09. Counterparts. This Agreement
		may be executed in counterparts, each of which shall be deemed an original, and
		all of which together shall constitute a single agreement.
	 

	 
		Section 5.10. Severability. In the event
		that any one or more of the provisions contained in this Agreement shall for
		any reason be held to be invalid, illegal or unenforceable, the same shall not
		affect any other provision of this Agreement, but this Agreement shall be
		construed in a manner which, as nearly as possible, reflects the original
		intent of the parties.
	 

	 
		Section 5.11. Interpretation. Words used in
		the singular form in this Agreement shall be deemed to import the plural, and
		vice versa, as the sense may require. The table of contents and headings
		contained in this Agreement are for reference purposes only and shall
		not
	 

	 
		22
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		affect in any way the meaning or
		interpretation of this Agreement. Whenever the words “include,”
		“includes” or “including” are used in this Agreement, they
		shall be deemed to be followed by the words “without
		limitation.”
	 

	 
		Section 5.12. Amendment. Any amendment to
		this Agreement shall only be effective if evidenced by a written instrument
		signed by the Company; provided, that any such amendment that is materially
		adverse to the economic interests of a Management Member shall only be
		effective if such Management Member consents thereto in writing.
	 

	 
		Section 5.13. Waiver. Any party hereto may
		(i) extend the time for the performance of any of the obligations or other acts
		of the other parties hereto, (ii) waive any inaccuracies in the representations
		and warranties contained herein or in any document delivered pursuant hereto,
		and (iii) waive compliance with any of the agreements or conditions contained
		herein. Any agreement on the part of a party hereto to any such extension or
		waiver shall be valid only if set forth in an instrument in writing signed by
		the party granting such waiver but such waiver or failure to insist upon strict
		compliance with such obligation, covenant, agreement or condition shall not
		operate as a waiver of, or estoppel with respect to, any subsequent or future
		failure.
	 

	 
		Section 5.14. Further Assurances. Subject to
		the terms and conditions of this Agreement, each of the parties hereto will use
		its reasonable efforts to take, or cause to be taken, all actions, and to do,
		or cause to be done, all things necessary, proper or advisable under applicable
		laws and regulations, to consummate and make effective the provisions of this
		Agreement.
	 

	 
		Section 5.15. Sections, Exhibits, Schedules.
		References to a section are, unless otherwise specified, to one of the sections
		of this Agreement and references to an “Exhibit” or
		“Schedule” are, unless otherwise specified, to one of the exhibits or
		schedules attached to this Agreement.
	 

	 
		Section 5.16. Specific Enforcement. The
		Management Members and the Company acknowledge and agree that irreparable
		damage would occur in the event that any of the provisions of this Agreement
		were not performed in accordance with their specific terms or were otherwise
		breached. It is accordingly agreed that the parties shall be entitled to an
		injunction or injunctions to prevent breaches of the provisions of this
		Agreement and to enforce specifically the terms and provisions hereof, this
		being in addition to any other remedy to which they may be entitled at law or
		in equity.
	 

	 
		Section 5.17. Successors. Manager Permitted
		Transferees are entitled to all of the rights and subject to all of the
		obligations of the transferor hereunder from whom they received their Interests
		regardless of whether the Agreement elsewhere so expressly provides.
	 

	 
		23
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		IN WITNESS WHEREOF, the parties hereto have
		executed this Agreement as of the date set forth above.
	 

	 
		 
	 

	 
			
				
				  NALCO LLC
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: 
				

			 	
				
				  
 /s/ Stephen N. Landsman
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Name: Stephen N. Landsman
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				  MANAGEMENT MEMBER
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: 
				

			 	
				
				  
 /s/ Mark Irwin
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				  Name: Mark Irwin
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		24
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Schedule A
	 

	 
		Management Members
	 

	 
		25
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Schedule B
	 

	 
		Target EBITDA
	 

	 
		 
	 

	 
			
				
				  Year
				

			 	
				
				  Class C Unit Target EBITDA
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  2004
				

			 	
				
				  $577.2 million
				

			 
	
				
				  2005
				

			 	
				
				  $621.5 million
				

			 
	
				
				  2006
				

			 	
				
				  $644.6 million
				

			 
	
				
				  2007
				

			 	
				
				  $668.7 million
				

			 
	
				
				  2008
				

			 	
				
				  $693.9 million
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  Year
				

			 	
				
				  Class D Unit Target EBITDA
				

			 
	
				
				   
				

			 	
				
				   
				

			 
	
				
				  2004
				

			 	
				
				  $588.0 million
				

			 
	
				
				  2005
				

			 	
				
				  $654.2 million
				

			 
	
				
				  2006
				

			 	
				
				  $713.5 million
				

			 
	
				
				  2007
				

			 	
				
				  $757.3 million
				

			 
	
				
				  2008
				

			 	
				
				  $788.1 million
				

			 

 

	 
		26
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		EXHIBIT A
	 

	 
		ELECTION TO INCLUDE UNITS IN GROSS
	 

	 
		INCOME PURSUANT TO SECTION 83(B) OF
		THE
	 

	 
		INTERNAL REVENUE CODE
	 

	 
		The undersigned purchased units (the
		“Units”) of Nalco LLC (the “Company”) on ______ __, 200[_].
		The undersigned desires to make an election to have the Units taxed under the
		provision of Section 83(b) of the Internal Revenue Code of 1986, as amended
		(“Code ss.83(b)”), at the time the undersigned purchased the
		Units.
	 

	 
		Therefore, pursuant to Code ss.83(b) and
		Treasury Regulation ss.1.83-2 promulgated thereunder, the undersigned hereby
		makes an election, with respect to the Units (described below), to report as
		taxable income for calendar year ____ the excess, if any, of the Units’
		fair market value on ____ __, 200[_] over the purchase price thereof.
	 

	 
		The following information is supplied in
		accordance with Treasury Regulation ss.1.83-2(e):
	 

	 
		1. The name, address and social security
		number of the undersigned:
	 

	 
		______________________________
	 

	 
		______________________________
	 

	 
		______________________________
	 

	 
		SSN: __________________________
	 

	 
		2. A description of the property with
		respect to which the election is being made: ______ Class B Units, ____ Class C
		Units and _____ Class D Units.
	 

	 
		3. The date on which the property was
		transferred: _______ __, 200[_]. The taxable year for which such election is
		made: calendar year ____.
	 

	 
		4. The restrictions to which the property is
		subject: The Units are subject to a time-based vesting schedule and, in the
		case of Class C Units and Class D Units, will have their vesting accelerated if
		certain performance objectives are met. If the undersigned ceases to be
		employed by the Company or any of its subsidiaries under certain circumstances,
		all or a portion of the Units may be subject to repurchase by the Company at
		the lower of (i) the original purchase price paid for the Units and (ii) the
		fair market value of the Units on the date of such repurchase. The Units are
		also subject to transfer restrictions.
	 

	 
		5. The aggregate fair market value on ______
		__, 200[_] of the property with respect to which the election is being made,
		determined without regard to any lapse restrictions: $_______ (i.e., $__ for __
		Class B Units, $__ for __ Class C Units and $__ for __ Class D Units).
	 

	 
		27
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		6. The aggregate amount paid for such
		property: $_______ (i.e., $__ for __ Class B Units, $__ for __ Class C Units
		and $__ for __ Class D Units).
	 

	 
		7. A copy of this election has been
		furnished to the Secretary of the Company pursuant to Treasury Regulations
		ss.1.83-2(e)(7).
	 

	 
		Dated: ______ __, 200[_]
	 

	 
		____________________________________
	 

	 
		[NAME]
	 

	 
		28
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		EXHIBIT B
	 

	 
		CONTINGENT LOAN TERMS
	 

	 
		 
	 

	 
			
				
				  Issuer:
				

			 	
				
				   
				

			 	
				
				  Nalco LLC
				

			 
	
				
				  Issue:
				

			 	
				
				   
				

			 	
				
				  Contingent secured loan of up to the
				  maximum amount set forth in the Management Member’s subscription agreement
				  with the Company, subject to the contingencies set forth below.
				

			 
	
				
				  Contingency:
				

			 	
				
				   
				

			 	
				
				  Loan will become available following
				  a Qualified IPO of a subsidiary of Nalco LLC (if a Qualified IPO occurs prior
				  to June 1, 2005) to Management Members who make Section 83(b) Elections in
				  accordance with Section 1.03 if the Management Member is required to pay
				  current income tax on compensation with respect to his or her Class B Units,
				  Class C Units or Class D Units attributable to a final
				  “determination” (as defined in Section 1313(a)(i) of the Code) of a
				  valuation of such Units in excess of the valuation prepared by the
				  Company’s third party valuation firm; the Management Member may borrow up
				  to the amount of the current income tax attributable to the
				  “determination”, subject to the maximum set forth above. The loan
				  will be available until the earlier of i) 3 years from a Qualified IPO; ii)
				  immediately prior to the transfer of Class B Units, Class C Units or Class D
				  Units by a Management Member; and iii) the date at which the Management
				  Member’s employment with Nalco LLC or a subsidiary of Nalco LLC terminates
				  for any reason.
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  The contingent loan will not be
				  available with respect to any units as to which an investor does not make an
				  83(b) Election.
				

			 
	
				
				  Security:
				

			 	
				
				   
				

			 	
				
				  First-lien security against an
				  employee’s ownership of Class B Units, Class C Units, and Class D Units in
				  Nalco LLC.
				

			 
	
				
				  Interest Rate:
				

			 	
				
				   
				

			 	
				
				  1 year LIBOR
				

			 

 

	 
		29
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				  Payment of Interest:
				

			 	
				
				   
				

			 	
				
				  Pay-in-Kind (“PIK”) due at
				  maturity
				

			 
	
				
				  Amortization:
				

			 	
				
				   
				

			 	
				
				  Proceeds from the sale of any Class
				  B Units, Class C Units or Class D Units or shares of Issuer Common Stock issued
				  in exchange therefor
				

			 
	
				
				  Repayment:
				

			 	
				
				   
				

			 	
				
				  All proceeds from the sale of Class
				  B Units, Class C Units or Class D Units or shares of Issuer Common Stock issued
				  in exchange therefor must be applied to the outstanding loan amount until the
				  balance is repaid
				

			 
	
				
				  Maturity:
				

			 	
				
				   
				

			 	
				
				  The loan will have a final maturity
				  of 5 years after the date of the Qualified IPO
				

			 
	
				
				  Acceleration of Maturity:
				

			 	
				
				   
				

			 	
				
				  The loan becomes immediately due if
				  the Management Member’s employment with the Company or a subsidiary of the
				  Company terminates for any reason
				

			 
	
				
				  Documentation:
				

			 	
				
				   
				

			 	
				
				  Definitive documentation reflecting
				  the terms set forth above will be entered into at the time the loan is
				  made.
				

			 

 

	 
		30
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		EXHIBIT C
	 

	 
		CONTINGENT BONUS
	 

	 
		 
	 

	 
			
				
				  Issuer:
				

			 	
				
				   
				

			 	
				
				  A Subsidiary of the Company
				

			 
	
				
				  Bonus:
				

			 	
				
				   
				

			 	
				
				  Bonus of up to the maximum amount
				  specified in the Management Member’s subscription agreement with the
				  Company, subject to the contingencies set forth below
				

			 
	
				
				  Contingency:
				

			 	
				
				   
				

			 	
				
				  Bonus will be paid to a Management
				  Member following a Qualified IPO of a subsidiary of the Company (if a Qualified
				  IPO occurs prior to June 1, 2005) if he or she is i) an employee of the Company
				  or one of its subsidiaries on January 1, 2007 and ii) required to pay current
				  income tax on compensation with respect to Class A Units prior to January 1,
				  2007 attributable to a final “determination” (as defined in Section
				  1313(a)(i) of the Code) of a valuation of such Units in excess of the valuation
				  prepared by the Company’s third party valuation firm; the bonus shall be
				  an amount equal to the current income tax attributable to the
				  “determination”, subject to the maximum set forth above.
				

			 
	
				
				  Eligibility:
				

			 	
				
				   
				

			 	
				
				  A Management Member will only be
				  eligible for the bonus if for all tax reporting purposes a Management Member
				  uses the Units valuation prepared by the Company’s third party valuation
				  firm in connection with the issuance of the Units