Exhibit 10(B)


 


NON-STATUTORY STOCK OPTION AGREEMENT


 


THIS AGREEMENT is entered into and effective as of this          
day of                            ,
                   
(the “Date of Grant”), by and between Ecolab Inc. (the “Company”) and                    
(the “Optionee”).


 


A.                                   The
Company has adopted the Ecolab Inc. 2005 Stock Incentive Plan (the “Plan”),
authorizing the Board of Directors of the Company, or a committee as provided
for in the Plan (the Board or such a committee to be referred to as the “Committee”),
to grant non-statutory stock options to employees, consultants, advisors and
independent contractors of the Company and its Subsidiaries.


 


B.                                     The
Company desires to give the Optionee an inducement to acquire a proprietary
interest in the Company and an added incentive to advance the interests of the
Company by granting to the Optionee an option to purchase shares of common
stock of the Company pursuant to the Plan.


 


Accordingly, the parties agree as follows:


 


ARTICLE 1.  GRANT OF
OPTION.


 


The Company hereby grants to the Optionee the option (the “Option”) to
purchase                                  
(           ) shares
(the “Option Shares”) of the Company’s common stock, $1.00 par value (the “Common
Stock”), according to the terms and subject to the conditions hereinafter set
forth and as set forth in the Plan.  The
Option is not intended to be an “incentive stock option,” as that term is used
in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).


 


ARTICLE 2.  OPTION
EXERCISE PRICE.


 


The per share price to be paid by Optionee in the event of an exercise
of the Option will be $              .


 


ARTICLE 3.  DURATION OF
OPTION AND TIME OF EXERCISE.


 


3.1                                 Initial
Period of Exercisability.  The Option
will be exercisable, on a cumulative basis, as to one-third of the Option
Shares (excluding any fractional portion less than one share), on each of the
first and second anniversaries of the Date of Grant and as to the remaining
Option Shares on the third anniversary of the Date of Grant.  This Option will remain exercisable as to all
unexercised Option Shares until 5:00 p.m. (St. Paul, Minnesota time) on
the tenth anniversary of the Date of Grant (“Time of Termination”).


 





















 


3.2                                 Termination
of Employment or Other Service.


 


(a)                                  In the event that the Optionee’s
employment or other service with the Company and all Subsidiaries is terminated
by reason of the Optionee’s death or Disability, this Option will become
immediately exercisable in full and will remain exercisable for a period of one
year after such termination (but in no event will this Option be exercisable
after the Time of Termination).


 


(b)(i)                      In
the event that the Optionee’s employment or other service with the Company and
all Subsidiaries is terminated by reason of the Optionee’s Retirement, then,
subject to clause (ii) hereof, this Option, [Insert the following, subject to Committee discretion– “if it has been
outstanding at least six months from the Date of Grant,”] will
become exercisable in full immediately prior to such termination and remain
exercisable for a period of five years after such termination (but in no event
will this Option be exercisable after the Time of Termination);


 


(ii)                                  The
acceleration of exercisability of the Option provided for in clause (i) hereof
will not occur in the event that the Optionee has committed an act which
constitutes Cause, which shall be determined by the Committee acting in its
sole discretion, irrespective of whether such action or the Committee’s
determination occurs before or after termination of the Optionee’s employment
with the Company or any Subsidiary.


 


(c)                                  In
the event the Optionee’s employment or other service with the Company and all
Subsidiaries is terminated for any reason other than death, Disability or
Retirement, all rights of the Optionee under the Plan and this Agreement will
immediately terminate without notice of any kind, and this Option will no
longer be exercisable; provided, however that if such termination is due to any
reason other than termination by the Company or any Subsidiary for Cause, this
Option will remain exercisable to the extent exercisable as of such termination
for a period of three months after such termination (but in no event will this
Option be exercisable after the Time of Termination).


 


3.3                                 Change
in Control.  In the event of a Change
in Control, then this Option, if it has been outstanding for at least six
months from the Date of Grant, will become immediately exercisable in full and
will remain exercisable in accordance with the provisions of this Agreement.


 


3.4                                 Effects
of Actions Constituting Cause. 
Notwithstanding anything in this Agreement to the contrary, in the event
that the Optionee is determined by the Committee, acting in its sole
discretion, to have committed any action which would constitute Cause,
irrespective of whether such action or the Committee’s determination occurs
before or after termination of the Optionee’s employment with the Company or
any Subsidiary, all rights of the Optionee under the Plan and this Agreement shall



 





















 


terminate and be forfeited
without notice of any kind.  The Company
may defer the exercise of this Option for up to forty-five (45) days in order
for the Committee to make any determination as to the existence of Cause.


 


ARTICLE 4.  MANNER OF OPTION
EXERCISE


 


4.1                                 Notice.  This Option may be exercised by the Optionee
in whole or in part from time to time, subject to the conditions contained in
the Plan and in this Agreement, by delivery, in person, by facsimile or
electronic transmission or through the mail, to the Company at its principal
executive office in St. Paul, Minnesota (Attention:  Sr. Vice President-Human Resources), of a
written notice of exercise.  Such notice
will be in a form satisfactory to the Committee, will identify the Option, will
specify the number of Option Shares with respect to which the Option is being
exercised, and will be signed by the person or persons so exercising the
Option.  Such notice will be accompanied
by payment in full of the total purchase price of the Option Shares
purchased.  In the event that the Option
is being exercised, as provided by the Plan and Section 3.2 above, by any
person or persons other than the Optionee, the notice will be accompanied by
appropriate proof of right of such person or persons to exercise the
Option.  As soon as practicable after the
effective exercise of the Option, the Optionee will be recorded on the stock
transfer books of the Company as the owner of the Option Shares purchased, and
the Company will deliver to the Optionee certificated or uncertificated (“book
entry”) shares.  In the event that the
Option is being exercised, as provided by resolutions of the Committee and Section 4.2
below, by tender of a Broker Exercise Notice, the Company will deliver such
shares directly to the Optionee’s broker or dealer or their nominee.


 


4.2                                 Payment.  At the time of exercise of this Option, the
Optionee will pay the total purchase price of the Option Shares to be purchased
solely in cash (including a check, bank draft or money order, payable to the
order of the Company); provided, however, that the Committee, in its sole
discretion, may allow such payment to be made, in whole or in part, by tender
of a Broker Exercise Notice, by tender, or attestation as to ownership, of
Previously Acquired Shares that have been held for the period of time necessary
to avoid a charge to the Company’s earnings for financial reporting purposes
and that are otherwise acceptable to the Committee, by a “net exercise” as
described in the Plan, or by a combination of such methods.  In the event the Optionee is permitted to pay
the total purchase price of this Option in whole or in part by tender or
attestation as to ownership of Previously Acquired Shares, the value of such
shares will be equal to their Fair Market Value on the date of exercise of this
Option.


 


ARTICLE 5.  NONTRANSFERABILITY.


 


Neither this Option nor the Option Shares acquired upon exercise may be
transferred by the Optionee, either voluntarily or involuntarily, or subjected
to any lien, directly or indirectly, by operation of law or otherwise, except
as provided in the Plan.  Any attempt to
transfer or encumber this Option or the Option Shares other than in 


 





















 


accordance with this Agreement
and the Plan will be null and void and will void this Option.


 


ARTICLE 6.  EMPLOYMENT OR
OTHER SERVICE.


 


Nothing in this Agreement will be construed to (a) limit in any
way the right of the Company to terminate the employment or service of the
Optionee at any time, or (b) be evidence of any agreement or understanding,
express or implied, that the Company will retain the Optionee in any particular
position, at any particular rate of compensation or for any particular period
of time.


 


ARTICLE 7.  WITHHOLDING
TAXES.


 


7.1                                 General
Rules.  The Company is entitled to (a) withhold
and deduct from future wages of the Optionee (or from other amounts which may
be due and owing to the Optionee from the Company), or make other arrangements
for the collection of, all legally required amounts necessary to satisfy any
federal, state or local withholding and employment-related tax requirements
attributable to the grant or exercise of this Option or otherwise incurred with
respect to this Option, (b) withhold shares of Common Stock from the
shares issued or otherwise issuable to the Optionee in connection with this
Option, or (c) require the Optionee promptly to remit the amount of such
withholding to the Company before acting on the Optionee’s notice of exercise
of this Option.  In the event that the
Company is unable to withhold such amounts, for whatever reason, the Optionee
must promptly pay the Company an amount equal to the amount the Company would
otherwise be required to withhold under federal, state or local law.


 


7.2                                 Special
Rules.  The Committee may, in its
sole discretion and upon terms and conditions established by the Committee,
permit or require the Optionee to satisfy, in whole or in part, any withholding
or tax obligation as described in Section 7.1 above by electing to tender,
or by attestation as to ownership of, Previously Acquired Shares that have been
held for the period of time necessary to avoid a charge to the Company’s
earnings for financial reporting purposes and that are otherwise acceptable to
the Committee, or by a Broker Exercise Notice, or by a combination of such
methods.  For purposes of satisfying a
Participant’s withholding or employment-related tax obligation, Previously
Acquired Shares tendered or covered by an attestation will be valued at their
Fair Market Value.


 


ARTICLE 8.  ADJUSTMENTS.


 


In the event of any reorganization, merger, consolidation,
recapitalization, liquidation, reclassification, stock dividend, stock split,
combination of shares, rights offering, divestiture or extraordinary dividend
(including a spin-off), or any other change in the corporate structure or
shares of the Company, the Committee (or, if the Company is not the surviving
corporation in any such transaction, the board of directors of the 


 





















 


surviving corporation), in
order to prevent dilution or enlargement of the rights of the Optionee, will
make appropriate adjustment (which determination will be conclusive) as to the
number, kind and exercise price of securities subject to this Option.


 


ARTICLE 9.  SUBJECT TO
PLAN.


 


9.1                                 Terms
of Plan Prevail.  The Option has been
and the Option Shares granted and issued pursuant to this Agreement will be
granted and issued under, and are subject to the terms of, the Plan.  The terms of the Plan are incorporated by
reference in this Agreement in their entirety, and the Optionee, by execution
of this Agreement, acknowledges having received a copy of the Plan. The
provisions of this Agreement will be interpreted as to be consistent with the
Plan, and any ambiguities in this Agreement will be interpreted by reference to
the Plan.  In the event that any
provision of this Agreement is inconsistent with the terms of the Plan, the
terms of the Plan will prevail.


 


9.2                                 Definitions.  Unless otherwise defined in this Agreement,
the terms capitalized in this Agreement have the same meanings as given to such
terms in the Plan.


 


ARTICLE 10.  MISCELLANEOUS.


 


10.1                           Binding
Effect.  This Agreement will be
binding upon the heirs, executors, administrators and successors of the parties
to this Agreement.


 


10.2                           Governing
Law.  This Agreement and all rights
and obligations under this Agreement will be construed in accordance with the
Plan and governed by the laws of the State of Minnesota without regard to
conflicts of laws provisions.  Any legal
proceedings related to this Agreement will be brought in an appropriate
Minnesota court, and the parties to this Agreement consent to the exclusive
jurisdiction of the court for this purpose.


 


10.3                           Entire
Agreement.  This Agreement and the
Plan set forth the entire agreement and understanding of the parties to this
Agreement with respect to the grant and exercise of this Option and the
administration of the Plan and supersede all prior agreements, arrangements,
plans and understandings relating to the grant and exercise of this Option and
the administration of the Plan.


 


10.4                           Amendment
and Waiver.  Other than as provided
in the Plan, this Agreement may be amended, waived, modified or canceled only
by a written instrument executed by the parties hereto or, in the case of a
waiver, by the party waiving compliance.


 


10.5                           Captions.  The Article, Section and paragraph
captions in this Agreement are for convenience of reference only, do not
constitute part of this Agreement and are not to be deemed to limit or
otherwise affect any of the provisions of this Agreement.


 





















 


10.6                           Counterparts.  For convenience of the parties hereto, this
Agreement may be executed in any number of counterparts, each such counterpart
to be deemed an original instrument, and all such counterparts together to
constitute the same agreement.


 


The parties to this Agreement have executed this Agreement effective
the day and year first above written.


 


	
   

  	
  ECOLAB INC.

  
	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Diana D. Lewis

  
	
   

  	
  Its

  	
  Sr. Vice President, Human Resources

  
				



 


 


	
  [By execution of this Agreement,

  	
   

  	
  OPTIONEE

  	
   

  
	
  the Optionee acknowledges having

  	
   

  	
   

  	
   

  
	
  received a copy of the Plan.]

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SSN: