Exhibit
(10)F(ii)


 


ECOLAB INC.


1988 NON-EMPLOYEE
DIRECTOR


STOCK OPTION PLAN


 


AMENDMENT


 


Pursuant to Paragraph 7
of the Ecolab Inc. 1988 Non-Employee Director Stock Option Plan (“Plan”) and
resolutions of the Company’s Board of Directors, dated May 11, 2001, the
Company amends the Plan as set forth below. 
Words and phrases used herein with initial capital letters which are
defined in the Plan are used herein as so defined.


 


1.               Section 5(b)(iv) of
the Plan is amended in its entirety to read as follows:


 


“(iv)  Manner of
Option Exercise.  An Option
may be exercised by an Optionee in whole or in part from time to time, subject
to the conditions contained in the Plan and in the agreement evidencing such
Option, by giving written notice of exercise to the Company at its principal
executive office (such notice to specify the particular Option that is being
exercised and the number of shares with respect to which the Option is being
exercised) accompanied by payment, of the total purchase price of the shares to
be purchased under the Option.  The
total purchase price of the shares may be paid entirely in case (including
check, bank draft or money order), by tendering a broker exercise notice, by
tendering shares or attesting to ownership thereof of Common Stock already
owned by the Optionee (“Previously Acquired Shares”) or by a combination
thereof; provided, however, that any such Previously Acquired Shares so
tendered or attested to by an Optionee must be “mature” shares, as such term
may be defined from time to time by the Financial Accounting Standards Board or
any successor body and otherwise acceptable to avoid a charge or expense for
the purposes of financial reporting. 
For purposes of such payment, Previously Acquired Shares will be valued
at their Fair Market Value on the exercise date.  The Company shall not be required to sell or issue any shares
under any outstanding Option if, in the sole opinion of the Committee, the
issuance of such shares would constitute a violation by the Optionee or the
Company of any applicable law or regulation of any governmental authority,
including without limitation federal and state securities laws.”


 

















 


2.               Section 5(b)(vii)
of the Plan is amended in its entirety to read as follows:


 


“(vii)  Withholding.  The Company may require an Optionee to
promptly pay the Company the amount of any federal, state or local withholding
tax attributable to the Optionee’s exercise of an Option before acting on the
Optionee’s notice of exercise of the Option. 
An Optionee may satisfy any such withholding tax obligation by tendering
a broker exercise notice, by tendering or attesting to ownership of Previously
Acquired Shares, by electing to withhold shares of Common Stock that are to be
issued upon exercise of an Option, or by a combination of such methods, provided
that (i) amounts withheld shall not exceed the Company’s statutory minimum
withholding obligation for federal and state tax purposes, including payroll
taxes, and (ii) any use of Previously Acquired Shares or withholding shall be
otherwise acceptable to avoid a charge or expense for financial reporting
purposes.  For purposes of satisfying an
Optionee’s withholding tax obligation, Previously Acquired Shares tendered or
covered by an attestation and shares withheld shall be valued at their Fair
Market Value on the exercise date.”


 


3.               This amendment
shall be effective as of May 11, 2001.


 


IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its authorized officers and its corporate seal affixed, as of May
11, 2001.


 


	
   

  	
  ECOLAB INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
    (Seal)

  	
  By:  

  	
  /s/ Lawrence T. Bell

  	
   

  
	
  Lawrence T. Bell

  Senior Vice President-Law and

  General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   
  Attest:  

  	
  /s/ Sheila B. Holt

  	
   

  	
   

  
	
   

  	
  Sheila B. Holt

  	
   

  
							



 


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