SEPARATION AGREEMENT
	 

	 
		 
	 

	 
		               This
		Separation Agreement is made this 14th day of July, 2006 between Nalco Company
		, for itself and on behalf of its affiliates (collectively the
		“Company” or “Nalco”) and Mark W. Irwin,
		(“Mr. Irwin”).
	 

	 
		 
	 

	 
		Recitals
	 

	 
		 
	 

	 
		                 Mr. Irwin’s
		employment with the Company will be terminated on September 30, 2006.
	 

	 
		 
	 

	 
		                Mr. Irwin
		entered into a Severance Agreement with the Company with effective date of
		January 1, 2004 (the “Severance Agreement”), a copy of which is
		attached as Attachment 1.
	 

	 
		 
	 

	 
		                Mr. Irwin
		entered into a Management Members Agreement with Nalco LLC, an indirect parent
		of Nalco, on or about June, 2004, a copy of which is attached as Attachment 2,
		pursuant to which Mr. Irwin was given the opportunity to invest in certain
		equity ownership units in Nalco LLC (the “Management Members
		Agreement”) part of the 2004 Nalco LLC equity program (the
		“Management Equity Program”).
	 

	 
		 
	 

	 
		                Terms
		not otherwise defined in this Agreement shall have the meanings indicated in
		the Severance Agreement.
	 

	 
		 
	 

	 
		Agreement
	 

	 
		 
	 

	 
		Accordingly, Mr. Irwin and Nalco agree
		as follows:
	 

	 
		 
	 

	 
			
				
				  1.
				

			 	
				
				  Termination of Employment and
				  Severance Agreement
				

			 

 

	 
		 
	 

	 
		Effective September, 2006, Mr. Irwin
		will be terminated from all positions held by him as an officer, employee or
		director of Nalco, and all of its subsidiaries and affiliates. Mr. Irwin
		shall execute any requested forms to resign from such positions. The terms and
		conditions of the Severance Agreement are incorporated herein by reference.
		
	 

	 
		 
	 

	 
			
				
				  2.
				

			 	
				
				  Separation Benefits and Pro-Rata
				  Participation in Management Equity Program
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  a.
				

			 	
				
				  Mr. Irwin and Nalco LLC will
				  enter into an agreement amending the Management Members Agreement and this
				  Agreement is conditioned upon such amendment being executed between
				  Mr. Irwin and Nalco LLC. 
				

			 

 

	 
		 
	 

	 
			
				
				  3.
				

			 	
				
				  Waiver of Severance Benefit under
				  Severance Agreement
				

			 

 

	 
		 
	 

	 
		Mr. Irwin waives and releases any and
		all claim he has to the severance benefits under Sections 3(a) of the Severance
		Agreement and the letter from William H. Joyce dated July 19, 2004, and
		Mr. Irwin further waives and releases any and all
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		other claims he has to severance payments or
		severance benefits from Nalco or any of its affiliates or any housing benefits
		not stated herein. 
	 

	 
		 
	 

	 
		All other terms and conditions in the
		Severance Agreement not modified by this Separation Agreement shall remain in
		effect and enforceable.
	 

	 
		 
	 

	 
			
				
				  4.
				

			 	
				
				  Reconciliation of Expense
				  Reports, Travel Advances, Credit Card Charges, and Other Obligations

				

			 

 

	 
		 
	 

	 
		If he has not already done so, by October
		10, 2006, Mr. Irwin will deliver to Nalco a final written report and
		reconciliation of all outstanding travel advances and charges made against
		credit cards issued to Mr. Irwin by or on behalf of Nalco. Mr. Irwin
		shall identify those portions of advances and charges which were devoted to
		personal use and those portions that were devoted to the business purposes of
		Nalco. For the portions devoted to Nalco’s business purposes,
		Mr. Irwin will provide all of the information normally provided under
		Nalco’s practices and procedures, with appropriate receipts.
	 

	 
		 
	 

	 
		Mr. Irwin will also provide a detailed
		statement of all business expenses which Mr. Irwin claims Mr. Irwin
		incurred for Nalco’s business purposes which have not been
		reimbursed.
	 

	 
		 
	 

	 
		If the final report of business expenses,
		use of travel advances, and credit card charges reveals Mr. Irwin owes
		Nalco money, the sum owing shall be deducted from severance payments. If the
		report reveals Nalco owes Mr. Irwin money, the sum owing shall be promptly
		paid by check. 
	 

	 
		 
	 

	 
		By filing Mr. Irwin’s final report
		of business expenses, expenditure of travel advances, and credit card charges,
		Mr. Irwin warrants the accuracy of the report and also that there are no
		further credit card charges or business expenses (except minor telephone
		charges). Nalco shall not reimburse any subsequently reported expenses. 

	 

	 
		 
	 

	 
		If Mr. Irwin has an unpaid obligation
		to Nalco arising from a loan, cash advance, overpayment, or other obligation,
		Mr. Irwin authorizes Nalco to deduct the outstanding debt or obligation
		from Mr. Irwin’s net (after withholding taxes and any other
		withholding obligations) severance pay. 
	 

	 
		 
	 

	 
		Mr. Irwin agrees to immediately return
		all Nalco property to Nalco.
	 

	 
		 
	 

	 
			
				
				  5.
				

			 	
				
				  General Release and Covenant Not
				  to Sue
				

			 

 

	 
		 
	 

	 
		In consideration of Nalco’s promises
		under this Separation Agreement, Mr. Irwin individually, and
		Mr. Irwin’s successors, assigns, heirs, and agents, and each and all
		of them, hereby unconditionally and forever release, acquit, and discharge
		
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Nalco, its parents, subsidiaries and
		affiliates, and each of their respective officers, directors, stockholders,
		employees, agents, and attorneys from any and all claims, demands, liabilities,
		and causes of action of every kind, nature and description whatsoever whether
		known or unknown, or suspected to exist, which Mr. Irwin ever had or may
		now have up to the date of signing this Agreement, against Nalco, or any of
		them, including, any claim arising out of or relating to (i) any aspect of
		Mr. Irwin’s employment with Nalco, including the termination of such
		employment; (ii) any federal, state, local or other government statute,
		regulation or ordinance of any country, including but not limited to the
		following US laws, Title VII of the Civil Rights Act of 1964, as amended, the
		Civil Rights Act of 1991, the Age Discrimination in Employment Act, 29 U.S.C.
		sec. 621 et. seq. as amended by the Older Workers’ Benefit Protection Act
		of 1990, the Americans with Disabilities Act, the Family and Medical Leave Act,
		the Employee Retirement Income Security Act, and the Rehabilitation Act of
		1973, The Worker Adjustment and Retraining Notification Act and (iii) the
		common law of the jurisdiction wherein Mr. Irwin resides or any other
		jurisdiction, including without limitation, intentional infliction of emotional
		distress, breach of contract and any claims for consequential and/or punitive
		damages for any reason. It is the intention of Mr. Irwin that in executing
		this Agreement Mr. Irwin is providing a General Release and that it shall
		be an effective bar to each and every claim, demand and cause of action, either
		known or unknown, for all acts, or omissions of Nalco occurring prior to and up
		to the date this Agreement is executed. This release includes but is not
		limited to:
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  -
				

			 	
				
				  any claims for assault, battery,
				  wrongful termination, defamation, invasion of privacy, intentional infliction
				  of emotional distress, or any other tort or common law claims;
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  -
				

			 	
				
				  any claim to challenge the
				  enforceability of any provision of the Severance Agreement, including but not
				  limited to the noncompetition, nondisclosure, and nonsolicitation provisions in
				  the Severance Agreement;
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  -
				

			 	
				
				  any claims for the breach of any
				  written, implied or oral contract;
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  -
				

			 	
				
				  any claims of discrimination,
				  harassment or retaliation based on such things as age, national origin,
				  ancestry, race, religion, sex (including sexual harassment), sexual
				  orientation, or physical or mental disability or medical condition or any other
				  protected status;
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  -
				

			 	
				
				  any claims for benefits or monetary
				  equivalent of benefits except as provided in this Agreement; and
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  -
				

			 	
				
				  any entitlement to reinstatement
				  with or rehire or reemployment by Nalco.
				

			 

 

	 
		 
	 

	 
		Also waived are any rights to
		attorneys’ fees, compensation or other recovery as the result of any legal
		action brought by Mr. Irwin or on Mr. Irwin’s behalf by any
		
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		other party, based on any right
		Mr. Irwin has released and waived under this Separation Agreement.
		Excepted from this release are claims challenging the validity of this
		Separation Agreement under the Age Discrimination in Employment Act.
		Mr. Irwin’s release under the Age Discrimination in Employment Act
		does not apply to any claims that arise or may arise based on events that take
		place after the date Mr. Irwin signs this Agreement. Also not released are
		any claims Mr. Irwin may have for a) Worker’s Compensation benefits,
		b) accrued wages, accrued but unused vacation pay, and accrued commissions, if
		any, up to the date of termination, c) any vested pension benefits, or d) any
		right to unemployment benefits.
	 

	 
		 
	 

	 
		Mr. Irwin agrees never to institute any
		charge, lawsuit, complaint, proceeding, grievance or action of any kind (at
		law, in equity or otherwise) in any state or federal court, or in any other
		public or private tribunal, against Nalco on any grounds, for any occurrence
		from the beginning of time to the effective date of this Agreement. The only
		exception to this covenant not to sue is a claim that challenges the validity
		of this Separation Agreement and alleges age discrimination. If Mr. Irwin
		sues Nalco in violation of this Separation Agreement, then Mr. Irwin shall
		be liable for Nalco’s actual attorneys’ fess and other litigation
		costs incurred in defending such matter
	 

	 
		 
	 

	 
			
				
				  6.
				

			 	
				
				  Confidentiality and
				  Covenants
				

			 

 

	 
		 
	 

	 
		Mr. Irwin agrees not to disclose any of
		the terms of this Separation Agreement to anyone, other than
		Mr. Irwin’s spouse, attorney, and accountant or as required by law.
		Mr. Irwin may disclose the terms of this Separation Agreement to them only
		upon the understanding they shall be bound not to disclose the terms to anyone
		else. Before disclosing these terms to them, Mr. Irwin shall inform them
		of their confidentiality obligations. Similarly, Nalco’s directors,
		officers and other employees are not authorized, except as required by law, to
		disclose any of the terms of this Separation Agreement to any party outside
		Nalco (other than Nalco’s attorneys and auditors) or to other officers or
		employees of Nalco except as necessary in connection with the performance of
		their duties to Nalco.
	 

	 
		 
	 

	 
		Disclosure of the terms of this Separation
		Agreement by anyone to whom Mr. Irwin discloses them shall be deemed an
		unauthorized disclosure by Mr. Irwin.
	 

	 
		 
	 

	 
		In exchange for the consideration hereunder,
		for a period of two (2) years beginning on September 30, 2006, (i)
		Mr. Irwin shall not, within any jurisdiction or marketing area in which
		the Company (or its subsidiaries (as such term is defined below)) is doing
		business, directly or indirectly, own, manage, operate, control, consult with,
		be employed by, or participate in the ownership, management, operation or
		control of any business of the type and character engaged in or competitive
		with that conducted by the Company (or its subsidiaries); (ii) Mr. Irwin
		shall not, directly or indirectly, employ, solicit for 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		employment or otherwise contract for the
		services of any individual who is an employee of the Company (or its
		subsidiaries and affiliates (as such term is defined below)) at the time of
		this Agreement or who shall subsequently become an employee of the Company (or
		its subsidiaries and affiliates).
	 

	 
		 
	 

	 
		(a) Mr. Irwin will not divulge,
		transmit or otherwise disclose (except as legally compelled by court order, and
		then only to the extent required, after prompt notice to the Company of any
		such order), directly or indirectly, other than in the regular and proper
		course of business of the Company, any confidential knowledge or information
		with respect to the operations, finances, organization or employees of the
		Company (or its Subsidiaries and Affiliates) or with respect to trade secrets,
		confidential or secret processes, services, techniques, product formulations,
		customer information, marketing or business plans with respect to the Company
		(or its Subsidiaries and Affiliates); and (ii) Mr. Irwin will not use,
		directly or indirectly, any confidential information for the benefit of anyone
		other than the Company (or its Subsidiaries and Affiliates); provided, however, that Mr. Irwin has no obligation, express or
		implied, to refrain from using or disclosing to others any such knowledge or
		information which is or hereafter shall become available to the public other
		than through disclosure by Mr. Irwin. All new processes, techniques,
		know-how, inventions, plans, products, patents and devices developed, made or
		invented by Mr. Irwin, alone or with others, while an employee of the
		Company which are related to the business of the Company (or its subsidiaries
		and affiliates) shall be and become the sole property of the Company, unless
		released in writing by the Company, and Mr. Irwin hereby assigns any and
		all rights therein or thereto to the Company. All files, records,
		correspondence, memoranda, notes or other documents (including, without
		limitation, those in computer-readable form) or property relating or belonging
		to the Company, whether prepared by Mr. Irwin or otherwise coming into his
		possession in the course of the performance of his services under this
		Agreement, shall be the exclusive property of Company and shall be delivered to
		Company and not retained by Mr. Irwin (including, without limitations, any
		copies thereof) upon termination of this Agreement for any reason
		whatsoever.
	 

	 
		 
	 

	 
		Mr. Irwin will communicate and disclose
		in writing to the Company all inventions, discoveries, improvements, machines,
		devices, designs, processes, products, software, treatments, formulae, mixtures
		and/or compounds whether patentable or not as well as patents and patent
		applications made, conceived, developed or acquired by Mr. Irwin or under
		which Mr. Irwin acquired the right to grant licenses or become licensed,
		whether alone or jointly with others, during his employment with the Company
		(all collectively referred to as “Inventions”). All of
		Mr. Irwin’s right, title and interest in, to and under such
		Inventions, including licenses and right to grant licenses are the sole
		property of the Company and the same are hereby assigned to the Company. Any
		Invention disclosed by Mr. Irwin to anyone within one (1) year after
		September 30, 2006, which relates to any matters pertaining to, applicable to,
		or useful in connection with, the 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		business of the Company shall be deemed to
		have been made or conceived or developed by Mr. Irwin during his
		employment with the Company.
	 

	 
		 
	 

	 
		For all of Mr. Irwin’s Inventions,
		Mr. Irwin will execute and deliver all documents which the Company shall
		deem necessary or appropriate to assign, transfer and convey to the Company,
		all of Mr. Irwin’s right, title, interest in and to such Inventions,
		and enable the Company to file and prosecute applications for Letters Patent of
		the United States and any foreign countries on Inventions as to which the
		Company wishes to file patent applications; and do all other things (including
		the giving of evidence in suits and other proceedings) which the Company shall
		deem necessary or appropriate to obtain, maintain, and assert patents for any
		and all such Inventions and to assert its rights in any Inventions not
		patented.
	 

	 
		 
	 

	 
		Mr. Irwin hereby assigns to the Company
		the copyright in all works prepared by Mr. Irwin which are or were either:
		within the scope of Mr. Irwin’s employment with the Company;
		or, based upon information acquired from the Company not
		normally made available to the public; or, commissioned by the Company but not
		within Mr. Irwin’s scope of employment.
	 

	 
		 
	 

	 
		Mr. Irwin also agrees to do all things
		(including the giving of evidence in suits and other proceedings) which the
		Company shall deem necessary or appropriate to obtain, maintain, and enable the
		Company to protect its rights in and to such works.
	 

	 
		 
	 

	 
		Mr. Irwin hereby releases and allows
		the Company to use, for any lawful purpose, any voice reproduction, photograph,
		or other video likeness of Mr. Irwin made in the scope of
		Mr. Irwin’s employment.
	 

	 
		 
	 

	 
		All expenses incident to any action required
		by the Company to assign Inventions or copyrights to the Company or so taken in
		its behalf pursuant to the terms of this Agreement shall be borne by the
		Company, including a reasonable payment for Mr. Irwin’s time and
		expenses involved if not then in the Company’s employ. 
	 

	 
		 
	 

	 
		Mr. Irwin acknowledges that a breach of
		his covenants contained herein may cause irreparable damage to the Company (its
		subsidiaries and affiliates), the exact amount of which will be difficult to
		ascertain, that the remedies at law for any such breach will be inadequate and
		that the payments and other benefits, in the Severance Agreement and this
		Separation Agreement, are additional consideration for the covenants contained
		herein. Accordingly, Mr. Irwin agrees that if he breaches any of the
		covenants contained herein, in addition to any other remedy which may be
		available at law or in equity, the Company shall be entitled to specific
		performance and injunctive relief. In addition, the breach of any of the
		covenants contained herein shall entitle the Company to permanently withhold,
		and, if applicable, to recover from Mr. Irwin any payments, benefits, or
		other entitlements, of any type owed by the Company to Executive under the
		Severance 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Agreement, this Separation Agreement, any
		other agreement or plan irrespective of whether the covenants in this
		Separation Agreement or the Severance Agreement are deemed enforceable by a
		court. The Company and Mr. Irwin further acknowledge that the time, scope,
		geographic area and other provisions herein have been specifically negotiated
		by sophisticated commercial parties and agree that all such provisions are
		reasonable under the circumstances of the activities contemplated by this
		Agreement. In the event that the covenants herein shall be determined by any
		court of competent jurisdiction to be unenforceable by reason of their
		extending for too great a period of time or over too great a geographical area
		or by reason of their being too extensive in any other respect, they shall be
		interpreted to extend only over the maximum period of time for which they may
		be enforceable and/or over the maximum geographical area as to which they may
		be enforceable and/or to the maximum extent in all other respects as to which
		they may be enforceable, all as determined by such court in such action.

	 

	 
		 
	 

	 
		Mr. Irwin agrees to cooperate with the
		Company during his employment hereunder and thereafter (including following
		Mr. Irwin’s termination of employment for any reason), by making
		himself reasonably available to testify on behalf of the Company in any action,
		suit, or proceeding, whether civil, criminal, administrative, or investigative,
		and to assist the Company, in any such action, suit, or proceeding, by
		providing information and meeting and consulting with the Company’s Board
		of Directors or its representatives or counsel, or representatives or counsel
		to the Company, as reasonably requested; provided, however that the same does not materially interfere with his
		then current professional activities or important personal activities and is
		not contrary to the best interests of Mr. Irwin. The Company agrees to
		reimburse Mr. Irwin, on an after-tax basis, for all expenses including
		pre-approved legal expenses, actually incurred in connection with his provision
		of testimony or assistance.
	 

	 
		 
	 

	 
		Mr. Irwin will not make statements or
		representations, or otherwise communicate, directly or indirectly, in writing,
		orally, or otherwise, or take any action which may, directly or indirectly,
		disparage the Company, its subsidiaries or its or their respective officers,
		directors, employees, advisors, businesses or reputations. The Company agrees
		that it shall advise the members of the Board of Directors and its senior
		officers not to disparage Mr. Irwin and the Company shall use its
		reasonable business efforts to prevent them from doing so; provided, however, the Company’s obligations to Mr. Irwin in the
		immediately preceding sentence shall not apply to any oral, written or
		electronic statements, representations or other communications made internally
		at the Company by any member of the Board of Directors or any of the
		Company’s senior officers if such oral, written or electronic statements,
		representations or other communications are made by any of the foregoing
		individuals in the course of such individual’s duties, responsibilities or
		obligations to the Company. Notwithstanding the foregoing, nothing in this
		Agreement shall preclude Mr. Irwin or a representative of the 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Company from making truthful statements or
		disclosures that are required by applicable law, regulation or legal
		process.
	 

	 
		 
	 

	 
			
				
				  7.
				

			 	
				
				  Additional Provisions
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  A.
				

			 	
				
				  Mr. Irwin acknowledges and
				  agrees that:
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  -
				

			 	
				
				  Mr. Irwin is entering into this
				  Agreement knowingly and voluntarily and of Mr. Irwin’s own free will
				  and not because of any threats or duress;
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  -
				

			 	
				
				  Mr. Irwin has been advised by
				  this Agreement to consult with an attorney before signing this
				  Agreement;
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  -
				

			 	
				
				  Mr. Irwin has read this
				  Agreement and understands its provisions, including that a portion of the
				  consideration being paid by Nalco is for a release of any rights or claims
				  under the Age Discrimination in Employment Act;
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  -
				

			 	
				
				  Mr. Irwin understands that
				  Mr. Irwin may take up to 21 days to consider this Agreement before signing
				  it;
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  -
				

			 	
				
				  After Mr. Irwin signs this
				  Agreement, Mr. Irwin will have 7 days to revoke it;
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
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				  If Mr. Irwin wants to revoke
				  it, Mr. Irwin must deliver a written notice of revocation to Ms. Mary
				  Manupella at Nalco headquarters in Naperville, IL. If Mr. Irwin does not
				  revoke it within 7 days after having signed it, this Agreement will become
				  final between and enforceable by the parties; and
				

			 

 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  -
				

			 	
				
				  If Mr. Irwin chooses to revoke
				  this Agreement within 7 days after Mr. Irwin signs it, Mr. Irwin will
				  not receive consideration set forth above, or the other benefits described
				  hereunder. 
				

			 

 

	 
		 
	 

	 
		Any violation by Mr. Irwin of the
		covenants, commitments, or obligations, in this Agreement shall release Nalco
		from its obligation to provide any other benefits promised in this Agreement
		and shall release any rights in the vesting of any units in Nalco LLC.
		Nalco’s right to withhold benefits and Nalco LLC’s right to refuse
		the vesting of any Nalco LLC units shall be without prejudice to any other
		remedy available to Nalco for breach of this Agreement. 
	 

	 
		 
	 



	 
	 

	 

	 
			
				
				   
				

			 	
				
				  B. 
				

			 	
				
				  Mr. Irwin shall not directly or
				  indirectly employ, solicit for employment, or otherwise contract for the
				  services of any individual who is an employee of the Company or its affiliates
				  for a period of 5 years.
				

			 

 

	 
		 
	 

	 
		In Witness Whereof, the parties have
		executed this Agreement on the date indicated:
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				  NALCO COMPANY
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  By: 
				

			 	
				
				  
 /S/ Mary Manupella
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 /S/ Mark W. Irwin
				

			 
	
				
				  Title:
				

			 	
				
				  Vice President
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Mr. Mark W. Irwin