Exhibit (10)V


 


NON-EMPLOYEE DIRECTOR
COMPENSATION AND BENEFITS SUMMARY


(Effective January 1, 2006)


 


COMPENSATION


 


Annual
Payments


 


	
  Annual Retainer 

  	
   

  	
  $

  	
  60,000

  	
   

  
	
  Committee Chair Fee

  	
   

  	
   

  	
   

  
	
  - Audit

  	
   

  	
  $

  	
  11,000

  	
   

  
	
  - Compensation, Finance and Governance

  	
   

  	
  $

  	
  6,000

  	
   

  



 


In
addition, a number of shares of stock units are credited annually to each
director’s deferred stock unit account. The Board has fixed the annual value of
the stock units to one half the value of the annual retainer, or $30,000
beginning in 2006.


 


All
reasonable travel, telephone and other expenses incurred on behalf of Ecolab
are reimbursable.


 


Directors
may choose, at the time of initial election to the Board and annually
thereafter, to have the portions of their compensation which are paid in cash deferred
into an interest-bearing deferred account or the stock unit account.


 


Deferred
Accounts


 


Deferred accounts are of two types: (i) stock unit
accounts which are comprised of stock equivalents which increase/decrease with
Ecolab’s stock price and are credited with dividend equivalents; and (ii)
interest-bearing accounts which are credited with interest at the prime rate.


 


Deferred
accounts for a director are tax deferred until the director ceases Board
service. At that time the proceeds are paid in a lump sum or in equal annual
installments for up to 10 years depending on the director’s election, which can
be made, generally, as late as one year prior to leaving the Board for amounts
deferred before 2005. Amounts deferred in 2005 or later must be paid in a lump
sum. Amounts deferred to the interest-bearing account, are paid in cash. Amounts
in the stock unit account are paid in Ecolab stock. Upon death a lump sum of
any remaining amounts will be paid to the director’s beneficiary.


 


BENEFITS


 


Stock
Option Plan


 


Directors
receive a non-qualified option to purchase a number of shares of Common Stock,
as fixed from time to time by the fair market value on such date. The right to
exercise the option vests on grant. Currently, the Board has fixed the value of
the annual stock option grant at $55,000.


 


Options
may be exercised for a period of 10 years from grant. However, in the event a
director ceases to be a director, the exercise period is shortened to the
lesser of five years from the date the director terminates director status or
the remaining term of the original option period.


 


Matching
Gifts


 


Ecolab
will match, up to $1,000 per fiscal year, a director’s contributions to
accredited U.S. educational institutions and an additional $100 for
contributions to qualifying U.S. public radio and television stations.


 


Eligibility
for this program continues through the calendar year in which a director ceases
to be a director.


 

















 


Travel
Insurance


 


Directors
are covered by $50,000 business travel accident coverage while traveling on
Ecolab business.


 


Director
Liability Protection


 


•                    The current D&O coverage is $65 million. There
is no individual deductible.


 


•                    Ecolab’s Certificate of Incorporation
eliminates the ability of Ecolab or its stockholders to recover monetary
damages resulting from good-faith breaches of certain fiduciary duties by a
director.


 


•                       Directors are entitled to indemnification by
Ecolab for actions as a director taken in good faith and in a manner reasonably
believed to be in, or not opposed to, the best interests of Ecolab.