EXHIBIT (10)J


 


ECOLAB


EXECUTIVE FINANCIAL COUNSELING PLAN


(Effective January 1, 2005)


 


ARTICLE I — Name and Purpose


 


	
  1.1

  	
   

  	
  Plan Name

  	
   

  	
  The name of the Plan is “Ecolab Executive Financial Counseling Plan.”

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.2

  	
   

  	
  Purpose

  	
   

  	
  The purpose of the Plan is to reimburse Executive Employees of the
  Company for certain expenses incurred by such Executives for financial
  counseling.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II — Definitions

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  For purposes of this Plan, each of the terms set forth in this
  article shall, unless the context otherwise requires, have the meaning
  prescribed in this article.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Plan

  	
   

  	
  The “Plan” is the Ecolab Executive Financial Counseling Plan set
  forth in this instrument as it may be amended from time-to-time.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.2

  	
   

  	
  Company

  	
   

  	
  The “Company” is Ecolab Inc., a Delaware corporation, or its
  successor.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.3

  	
   

  	
  Executive

  	
   

  	
  An “Executive” is an Employee who has been selected by the Chief
  Executive Officer of the Company to participate in the Plan. In the event
  coverage under the Plan continues for a period following the Executive’s
  death, the term “Executive” shall refer to the executor or other personal
  representative of the deceased Executive’s estate.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.4

  	
   

  	
  Annual Compensation

  	
   

  	
  Effective as of January 1, 2008, an Executive’s “Annual
  Compensation” for a Plan Year is the rate of the Executive’s annual base
  compensation as of January 1 of the Plan Year, or, in the case of an
  Executive who was not an Employee on such January 1, the date he or she
  became an Employee.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.5

  	
   

  	
  Employee

  	
   

  	
  “Employee” is a common-law employee of the Company or of any other
  corporation at least fifty percent of the outstanding stock of which is
  owned, directly or indirectly, by the Company.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.6

  	
   

  	
  Financial Counseling

  	
   

  	
  Financial Counseling shall refer to services rendered for an
  Executive (or his or her estate) for financial/investment planning, estate
  planning, tax planning, tax return preparation and tax audit assistance by an
  Authorized Vendor.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.7

  	
   

  	
  Authorized Vendor

  	
   

  	
  Any accounting/tax, investment and legal vendor(s), selected at the
  discretion of the Executive to perform Financial Counseling, with respect to
  whom the Executive has provided written notice to the Administrator;
  provided, however, that any vendor who is not licensed in the area of
  expertise in which he or she practices or who is a relative of the Executive
  shall not be an Authorized Vendor unless the Company authorizes the use of
  such vendor in writing.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.8

  	
   

  	
  Annual Percentage

  	
   

  	
  The “Annual Percentage” with respect to an Executive for any Plan
  Year beginning on or after January 1, 2008, shall be an amount equal to
  five percent (5%) of the Chief Executive Officer’s and three percent (3%) of
  each other Executive’s applicable Annual Compensation for that Plan Year.

  



 


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  2.9

  	
   

  	
  Annual Reimbursement Limit

  	
   

  	
  The “Annual Reimbursement Limit” with respect to an Executive for any
  Plan Year beginning on or after January 1, 2008, shall be his or her
  Annual Percentage for such Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.10

  	
   

  	
  Permanent and Total Disability

  	
   

  	
  For purposes of this Plan, an Executive shall be considered to be
  “Permanently and Totally Disabled” only if, by reason of bodily injury or
  disease, he or she is entitled to receive long-term disability benefits under
  the Company’s long-term disability plan.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.11

  	
   

  	
  Plan Year

  	
   

  	
  The “Plan Year” is the calendar year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III — Administration

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Administrator

  	
   

  	
  The Company shall be the Administrator of the Plan. The Vice
  President — Corporate Human Resources of the Company (or the functional
  equivalent of such officer in the event the title or responsibility of that
  office change) shall perform the duties of the Administrator on behalf of the
  Company. Such Vice President may, by written instrument, delegate any or all
  of the duties of the Administrator to any person who shall serve at the
  pleasure of such Vice President.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.2

  	
   

  	
  Duties

  	
   

  	
  The Administrator shall take such actions and adopt such
  rules and procedures as shall be necessary or advisable to carry out the
  provisions of the Plan.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.3

  	
   

  	
  Indemnification

  	
   

  	
  The Company shall indemnify the Vice President — Corporate Human
  Resources and each person performing duties as Administrator against all
  liabilities such person may incur in the administration of the plan. The
  Administrator shall be entitled to reimbursement from the Company for
  expenses incurred in the performance of the duties of Administrator.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.4

  	
   

  	
  Claims

  	
   

  	
  The Administrator shall give each Executive, within a reasonable time
  following the Executive’s submission of a request for payment of benefits,
  written notice of the amount of such benefits to which the Executive is
  entitled. The Executive may, within thirty days after receiving such notice,
  file with the Administrator a written objection to the Administrator’s
  determination of such amount. The Administrator shall review the claim and
  shall respond in writing to the Executive within sixty days after receiving
  the objection. If the Administrator, upon review denies any part or all of
  the benefits claims by the Executive, the Executive may, within sixty days of
  receiving the Administrator’s response, appeal the Administrator’s decision
  by written notice to the Chief Executive Officer of the Company. Within
  ninety days after receiving the Executive’s notice of appeal, the Chief
  Executive Officer shall render a decision with respect to the claim, which
  decision shall be final and binding upon the company and the Executive.

  



 


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  ARTICLE IV — Benefits

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Coverage

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (A)

  	
  Each Executive shall be covered under the Plan as of the first date
  on or after the Effective Date on which he or she is an Executive.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (B)

  	
  An Executive shall cease to be covered under the Plan as of the earliest
  of: 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (1)

  	
  The date his or her employment as an Executive ceases for any reason
  other than death or Permanent and Total Disability; 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (2)

  	
  If the coverage under the Plan continued during a period of the
  Executive’s Permanent and Total Disability, the end of the calendar year
  following the year in which the Permanent and Total Disability occurred or
  such earlier date as the Permanent and Total Disability ceases; and 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (3)

  	
  If coverage under the Plan continued as a result of the Executive’s
  death, the end of the calendar year following the year in which the death
  occurred.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.2

  	
   

  	
  Benefits

  	
   

  	
  (A)

  	
  Subject to subparagraph (B), an Executive shall be entitled to
  reimbursement of expenses incurred for Financial Counseling by an Authorized
  Vendor during the Plan Year (but prior to the claims submission date of
  December 15 of such Plan Year) while the Coverage under the Plan was in
  effect Such reimbursement shall not exceed the Annual Reimbursement Limit in
  any Plan Year beginning on or after January 1, 2008. For any Plan Year
  beginning before January 1, 2008, the amount of reimbursement shall be
  approved by the Administrator.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (B)

  	
  Notwithstanding anything to the contrary in subparagraph (A), the
  reimbursement amount with respect to eligible expenses incurred during the
  calendar year following the year in which the death or Permanent and Total
  Disability of the Executive occurred will be equal to, but shall not exceed,
  the Executive’s Annual Percentage for the Plan Year in which such death or
  Permanent and Total Disability occurred.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.3

  	
   

  	
  Request for Reimbursement

  	
   

  	
  Within a reasonable time following the occurrence of expenses
  eligible for reimbursement under this Plan, the Executive shall file with the
  Administrator a request for reimbursement which includes the itemized
  statement from the Authorized Vendor to the Executive and the Executive’s
  written confirmation of the accuracy of the statement, and such other
  information as the Administrator shall from time to time deem necessary or
  desirable in administering the Plan. Executive’s request for expenses
  incurred during a Plan Year shall be made not later than December 15 of
  such Plan Year to permit timely processing prior to the end of such Plan
  Year.

  
									



 


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  4.4

  	
   

  	
  Payment of Benefit

  	
   

  	
  Benefit payments with respect to eligible expenses shall be made, at
  the discretion of the Administrator, directly to the Authorized Vendor or to
  the Executive (or the Executive’s estate in the event of his or her death)
  within a reasonable time following submission of a properly filed request for
  reimbursement. Payment or reimbursement shall in all cases be made by the
  last of the of Plan Year in which such eligible expenses were incurred.
  Notwithstanding any provision of the Plan to the contrary, the amount of
  expenses eligible for reimbursement with respect to any Executive during any
  Plan Year may not affect the expenses eligible for reimbursement in any other
  Plan Year, and in no event may all amounts of expenses incurred in any Plan
  Year to be reimbursed later than the last day of the immediately following
  Plan Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.5

  	
   

  	
  Facility of Payment

  	
   

  	
  If the Administrator determines that a person entitled to benefits
  under the Plan is under legal disability or is otherwise unable to receipt
  for any benefit payment, the Administrator may, in his sole discretion, pay
  such benefit to a spouse, parent or adult child of such person, or to any
  individual whom the administrator determines to have assumed responsibility
  for such person’s financial affairs. The receipt of the distributee selected
  by the Administrator shall be a complete release of all claims of the person
  on whose behalf such payment is made and the payment to such distributee shall
  fully discharge the Company’s obligation under the plan to the extent of such
  payment.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.6

  	
   

  	
  Non-alienation

  	
   

  	
  No Executive may in any way pledge, assign, encumber or otherwise
  alienate his interest in any benefit payable under the Plan. The Company
  shall give no effect to any instrument purporting to alienate any person’s
  interest in Plan benefits.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.7

  	
   

  	
  Compliance with Section 409A

  	
   

  	
  It is intended that the Plan (including all Amendments thereto)
  comply with the provisions of Section 409A of the Code, the final
  regulations and any other guidance issued by the IRS or the Treasury
  thereunder (the “409A Guidance) to prevent the inclusion in gross income of
  any amount available to an Executive hereunder in a taxable year that is
  prior to the taxable year or years in which such amounts would otherwise be
  actually distributed or made available to the Executive. All Plan provisions
  shall be interpreted in a manner consistent with the 409A Guidance. Any Plan
  provisions that would cause the Plan to fail to satisfy the 409A Guidance
  shall have no force and effect until amended to comply with the 409A Guidance
  (which amendment may be retroactive to the extent permitted by the 409A
  Guidance). Notwithstanding the foregoing, neither the Company nor the Administrator
  guarantee any tax consequences of any Executive’s participation in, or
  payments from, the Plan, and each Executive shall be solely responsible for
  payment of any tax obligations of such Executive incurred in connection with
  participation in the Plan.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V — Funding

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Company Obligations

  	
   

  	
  Benefits under the Plan shall be paid directly by the Company from
  its general assets. No specific property of the Company shall in any manner
  be dedicated to or segregated for payment of such benefits.

  



 


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  5.2

  	
   

  	
  Executive Rights

  	
   

  	
  No Executive shall have any right to any specific assets of the
  Company under the Plan, but shall, to the extent the Company does not pay
  benefits when they are due, be a general creditor of the Company.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI — Amendment and Termination

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Amendment

  	
   

  	
  The Plan may be amended from time-to-time by instrument signed by
  either the General or the Vice President — Corporate Human Resources of the
  Company (or the functional equivalent of such offices in the event the title
  or responsibilities of the office change).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.2

  	
   

  	
  Termination

  	
   

  	
  The Plan may be terminated at any time by an instrument signed by
  either the General Counsel of the Vice President — Corporate Human Resources
  of the Company (of the functional equivalent of such offices in the event the
  title or responsibilities of the office change).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.3

  	
   

  	
  Restriction

  	
   

  	
  No amendment or termination shall operate to deprive any Executive of
  any benefit otherwise payable during the Plan Year in which the amendment or
  termination occurs with respect to expenses incurred by the Executive prior
  to the date on which the resolution amending or terminating the Plan is
  adopted.

  



 


 


IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officer and its corporate seal to be affixed
this 19 day of December, 2008.


 


 


	
   

  	
  ECOLAB INC.

  
	
   

  	
   

  
	
  (Corporate Seal)

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
  /s/ Michael L. Meyer

  
	
   

  	
  By:  Michael L. Meyer

  
	
   

  	
   

  	
          Senior Vice President
  — Human Resources

  
	
  /s/ Lawrence T. Bell

  	
   

  	
   

  
	
  By:  Lawrence T. Bell

  
	
         General Counsel and
  Secretary

  



 


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