Exhibit
10.1


 


STOCK PURCHASE AGREEMENT


 


THIS STOCK PURCHASE AGREEMENT, dated as of November 10, 2008 (this “Agreement”),
is by and among Henkel AG & Co. KGaA, organized under the laws of the
Federal Republic of Germany (“Henkel KGaA”), Henkel Corporation, a
Delaware corporation (“Henkel Corp.,” and, together with Henkel KGaA,
the “Selling Stockholders”), and Ecolab Inc., a Delaware corporation
(the “Company”).


 


WHEREAS, at the request of the Selling Stockholders, the Company proposes
to file a Registration Statement on Form S-3 with the Securities and Exchange
Commission (the “Registration Statement”) with respect to the offer and
sale by the Selling Stockholders of up to 72,692,552 shares of common stock,
par value $1.00 per share, of the Company (the “Common Stock”) (less any
shares to be purchased under this Agreement);


 


WHEREAS, the Selling Stockholders propose to enter into an Underwriting
Agreement (the “First Underwriting Agreement”) among certain
underwriters to be named therein (the “First Underwriters”), the Company
and themselves whereby the Selling Stockholders will sell some or all of their
shares of Common Stock (the “First Underwritten Shares”) in a public
offering (the “First Offering”);


 


WHEREAS, in the event that the Selling Stockholders do not sell all of
their shares of Common Stock in connection with the First Offering, the Selling
Stockholders may enter into a second Underwriting Agreement (the “Second
Underwriting Agreement”) among certain underwriters to be named therein
(the “Second Underwriters”), the Company and themselves whereby the
Selling Stockholders will sell some or all of their remaining shares of Common
Stock (the “Second Underwritten Shares”) in a second public offering
(the “Second Offering,” and, together with the First Offering, the “Offerings”);


 


WHEREAS, simultaneously with the execution of this Agreement, the
Company and Henkel KGaA have executed an amendment to that certain Second
Amended and Restated Stockholder’s Agreement, dated as of November 30, 2001,
between the Company and Henkel KGaA (the “Amendment,” and as so amended,
the “Amended Stockholder’s Agreement”); and


 


WHEREAS, upon the terms and subject to the conditions of this
Agreement, the Selling Stockholders desire to sell, and the Company desires to
purchase, shares of Common Stock owned by the Selling Stockholders.


 

















 


NOW, THEREFORE, in consideration of the premises and the
representations, warranties and covenants contained in this Agreement and the
Amendment, the Company and the Selling Stockholders hereby agree as follows:


 


ARTICLE I


 


purchase and
sale of COMMON STOCK


 


Section 1.01                                Purchase
and Sale.  Subject to the terms and
conditions of this Agreement, the Company shall purchase from the Selling
Stockholders, and the Selling Stockholders shall sell to the Company, shares of
Common Stock (collectively, the “Repurchase Shares”).


 


(a)           First
Offering.


 


(i)    Number of Shares.  The
number of shares of Common Stock (rounded to the nearest whole share) (the “First
Purchased Shares”) to be purchased by the Company from the Selling
Stockholders upon completion of the First Offering, including the closing of
any over-allotment option pursuant to the First Underwriting Agreement (the “First
Offering Closing”), shall be equal to the quotient obtained by dividing (x)
the sum of (A) the First Purchase Price (as defined below), (B) $40,000,000 and
(C) $50,000 for each $1,000,000, if any, by which the First Purchase Price
exceeds $300,000,000, up to a total excess of $200,000,000, by (y) the price
per share at which the First Underwriters purchase the First Underwritten
Shares from the Selling Stockholders pursuant to the First Underwriting
Agreement (including any discretionary fees or discounts) (the “First Price
Per Share”).  The Company shall have
the right to designate a First Purchase Price in excess of $500,000,000,
provided that in no event shall the Company so designate a First Purchase Price
in excess of $500,000,000 if the result would be that the Selling Stockholders
are unable to sell at least 43,700,000 shares of Common Stock pursuant to the
First Underwriting Agreement.


 


(ii)   Purchase Price.  The
purchase price for the First Purchased Shares shall be the First Purchase
Price, which shall not be less than $300,000,000.


 


(iii)  Condition of Company’s Obligation to Purchase.  If the Selling Stockholders do not sell at
least 43,700,000 shares of Common Stock (which is the minimum sale amount
necessary to complete the First Offering) pursuant to the First Underwriting
Agreement on or prior to April 30, 2009, then notwithstanding any Purchase
Notice (as defined below) delivered pursuant to Section 1.02(b) hereof, the
Company shall have no obligation to purchase any shares of Common Stock. The
First Offering shall be deemed to commence upon the filing of the Registration
Statement. 


 


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(b)           Second
Offering.


 


(i)    Number of Shares.  The
number of shares of Common Stock (rounded to the nearest whole share) (the “Second
Purchased Shares”) to be purchased by the Company from the Selling
Stockholders upon completion of the Second Offering, including the closing of
any over-allotment option pursuant to the Second Underwriting Agreement (the “Second
Offering Closing”), shall be equal to the quotient obtained by dividing (x)
the sum of (A) the Second Purchase Price (as defined below), (B) if the Company
did not purchase any shares of Common Stock from the Selling Stockholders upon
completion of the First Offering, $40,000,000, and (C) $50,000 for each
$1,000,000 by which (i) the lesser of the Total Purchase Price (as defined
below) or $500,000,000 exceeds (ii) the First Purchase Price, by (y) the price
per share at which the Second Underwriters purchase the Second Underwritten
Shares from the Selling Stockholders pursuant to the Second Underwriting
Agreement (including any discretionary fees or discounts) (the “Second Price
Per Share”).  The Company shall have
the option to designate a Second Purchase Price that would produce a Total
Purchase Price in excess of $500,000,000, provided that, if the Company did not
purchase any shares of Common Stock from the Selling Stockholders upon
completion of the First Offering, in no event shall the Company so designate a
Second Purchase Price in excess of $500,000,000 if the result would be that the
Selling Stockholders are unable to sell at least 43,700,000 shares of Common
Stock pursuant to the Second Underwriting Agreement.  If the First Purchase Price is at least
$300,000,000, the Company shall have no obligation to purchase any Common Stock
upon completion of the Second Offering.


 


(ii)   Purchase Price.  The
purchase price for the Second Purchased Shares, if any, shall equal the Second
Purchase Price.  If no shares were
purchased in connection with the First Offering, then the Second Purchase Price
shall be at least $300,000,000.  If
shares were purchased in connection with the First Offering, the Company shall
have no obligation to purchase any Common Stock upon completion of the Second
Offering.


 


(iii)  Condition of Company’s Obligation to Purchase.  If the Company did not purchase any shares of
Common Stock from the Selling Stockholders upon completion of the First
Offering, and if the Selling Stockholders do not sell at least 43,700,000
shares of Common Stock (which is the minimum sale amount necessary to complete
the Second Offering if the First Offering was not completed) pursuant to the
Second Underwriting Agreement on or prior to April 30, 2009, then
notwithstanding any Purchase Notice delivered pursuant to Section 1.02(b)
hereof, the Company shall have no obligation to purchase any shares of Common
Stock.  The Second Offering shall be
deemed to commence upon the Company receiving from the Selling Stockholders
written notice of the Selling Stockholders’ intent to initiate the Second
Offering.


 


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Section 1.02                                Notices.


 


(a)           Not
later than 5:00 p.m. Eastern time on the second (2nd) business day immediately
prior to the proposed pricing date of the First Offering and the Second
Offering, if applicable, the Selling Stockholders shall deliver a notice to the
Company (A) setting forth the expected date of the pricing of such offering,
the expected range of the First Price Per Share or the Second Price Per Share,
as the case may be, and the expected range of the number of shares of Common
Stock to be sold in such offering and (B) offering to sell shares of Common
Stock owned by the Selling Stockholders in accordance with the terms and
conditions of this Agreement (the “Offering Notice”); provided, however,
that if following the delivery of an Offering Notice by the Selling
Stockholders to the Company, the proposed pricing date of such offering, if
applicable, is delayed, the Selling Stockholders shall deliver a new Offering
Notice and any Purchase Notice from the Company in response to all preceding
Offering Notices for such offering shall be void and of no effect.


 


(b)           Not
later than 5:00 p.m. Eastern time on the business day prior to the proposed
pricing date of the First Offering and the Second Offering, if applicable, as
set forth in the Offering Notice, the Company shall deliver a notice to the
Selling Stockholders (the “Purchase Notice”) setting forth the aggregate
cash purchase price to be paid by the Company to the Selling Stockholders for
the shares of Common Stock purchased upon the First Offering Closing (the “First
Purchase Price”) or the Second Offering Closing (the “Second Purchase
Price,” if any, and, together with the First Purchase Price, the “Total
Purchase Price”), as applicable. Upon delivery by the Company to the
Selling Stockholders of the Purchase Notice designating the First Purchase
Price or the Second Purchase Price (if any), as the case may be, subject to the
terms and conditions of this Agreement, the Company shall be obligated to purchase,
and the Selling Stockholders shall be obligated to sell, the number of shares
of Common Stock determined as above at the First Purchase Price or the Second
Purchase Price (if any) on the related Closing (as defined below), all in
accordance with the terms and conditions of this Agreement.


 


Section 1.03                                Closing.


 


(a)           Each
closing of the purchase and sale of shares of Common Stock shall take place at
10:00 a.m. Eastern time at the offices of Skadden, Arps, Slate, Meagher &
Flom LLP, 333 West Wacker Drive, Chicago, IL 60606, on such date as shall be
determined by the Company, which date shall be within twenty (20) days after
the First Offering Closing or the Second Offering Closing, as the case may be, or
at such other place, time and date as the parties hereto shall mutually agree
upon (each such closing, a “Closing”).  The date on which each Closing shall be held
is referred to in this Agreement as a “Closing Date.”


 


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(b)           The
Company shall give notice to the Selling Stockholders of each Closing no later
than two (2) business days prior to the applicable Closing Date.


 


Section 1.04           Company Closing Deliveries.  At each Closing, the Company shall deliver or
cause to be delivered to the Selling Stockholders:


 


(a)          
the First or Second Purchase Price, as applicable, by wire transfer in
immediately available funds to an account designated by the Selling
Stockholders; and


 


(b)           the
certificate contemplated by Section 4.02(b).


 


Section 1.05           Selling Stockholders Closing
Deliveries.  At each Closing, the
Selling Stockholders shall deliver or cause to be delivered to the Company:


 


(a)           the
applicable Repurchase Shares, either by (i) delivering stock certificates
representing the applicable Repurchase Shares, duly endorsed in blank, or
accompanied by stock powers duly endorsed in blank; (ii) transferring the
applicable Repurchase Shares to the Company pursuant to an executed letter of
direction delivered to the Company’s transfer agent prior to the Closing Date;
or (iii) any combination of (i) and (ii) above; and


 


(b)           the
certificate contemplated by Section 4.01(b).


 


ARTICLE II




REPRESENTATIONS AND WARRANTIES OF the Selling StockholderS


 


Each Selling
Stockholder jointly and severally represents and warrants to the Company as
follows:


 


Section 2.01           Organization and Good Standing.
 Henkel KGaA is a Kommanditgesellschaft
auf Aktien validly existing under the laws of the Federal Republic of Germany.  Henkel Corp. is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.  Each Selling Stockholder has the full power
and authority to execute, deliver and carry out the terms and provisions of
this Agreement and to consummate the transactions contemplated hereby, and has
taken all necessary action to authorize the execution, delivery and performance
of this Agreement.


 


Section 2.02           Authorization.  This Agreement has been duly and validly
authorized, executed and delivered by each Selling Stockholder, and constitutes
a legal, valid and binding agreement of each Selling Stockholder, enforceable
against each Selling Stockholder in accordance with its terms, except to the
extent that (i) such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in


 


5

















 


effect affecting creditors’
rights generally and (ii) the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to certain equitable defenses
and to the discretion of the court before which any proceedings therefor may be
brought.


 


Section 2.03                                No
Conflicts; Consents.


 


(a)           The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby will not conflict with, result in the breach
of any of the terms or conditions of, constitute a default under or violate,
accelerate or permit the acceleration of any other similar right of any other
party under, the charter, by-laws or similar document of each Selling Stockholder,
any law, rule or regulation, or any agreement, lease, mortgage, note, bond,
indenture, license or other document or undertaking, to which any Selling Stockholder
is a party or by which any Selling Stockholder or its properties may be bound,
nor will such execution, delivery and consummation violate any order, writ,
injunction or decree of any federal, state, local or foreign court,
administrative agency or governmental or regulatory authority or body (each, an
“Authority”) to which any Selling Stockholder or any of its properties
is subject, the effect of any of which, either individually or in the
aggregate, would prevent or materially delay the ability of any Selling Stockholder
to perform its obligations hereunder.


 


(b)           No
consent, approval or authorization of or filing with any Authority or other
third party is required to be obtained or made by any Selling Stockholder in
connection with the execution and delivery of this Agreement and the
performance by any Selling Stockholder of its obligations hereunder, other than
any such consent, approval, authorization or filing that would not,
individually or in the aggregate, prevent or materially delay the ability of
any Selling Stockholder to perform its obligations hereunder.


 


Section 2.04           Title and Conveyance of Repurchase
Shares.  Each Selling Stockholder has
good and valid title to the shares of Common Stock set forth opposite its name
in Exhibit A to this Agreement, free and clear of all liens, security
interests, encumbrances and claims of any kind and has the legal right and
power to enter into this Agreement and to sell, transfer and deliver the
Repurchase Shares; and upon sale and delivery of, and payment for, such
Repurchase Shares as provided herein at each Closing, each Selling Stockholder will
convey to the Company good and valid title to such Repurchase Shares being sold
by it free and clear of all liens, security interests, encumbrances and claims
of any kind. 


 


ARTICLE III




REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


The Company
represents and warrants to the Selling Stockholders as follows:


 


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Section 3.01           Organization
and Good Standing.  The Company is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware.  The
Company has the full power and authority to execute, deliver and carry out the
terms and provisions of this Agreement and to consummate the transactions
contemplated hereby, and has taken all necessary action to authorize the
execution, delivery and performance of this Agreement.


 


Section 3.02           Authorization.  This Agreement has been duly and validly
authorized, executed and delivered by the Company and constitutes a legal,
valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms, except to the extent that (i) such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect affecting creditors’
rights generally and (ii) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to certain
equitable defenses and to the discretion of the court before which any
proceedings therefor may be brought.


 


Section 3.03           No Conflicts; Consents.


 


(a)           The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby will not conflict with, result in the breach
of any of the terms or conditions of, constitute a default under or violate,
accelerate or permit the acceleration of any other similar right of any other
party under, the Restated Certificate of Incorporation or By-Laws of the
Company, any law, rule or regulation or any agreement, lease, mortgage,
note, bond, indenture, license or other document or undertaking, to which the
Company is a party or by which the Company or its properties may be bound, nor
will such execution, delivery and consummation violate any order, writ,
injunction or decree of any Authority to which the Company or any of its
properties is subject, the effect of any of which, either individually or in
the aggregate, would prevent or materially delay the ability of the Company to
perform its obligations hereunder.


 


(b)           No consent, approval or authorization
of or filing with any governmental authority or other third party is required
to be obtained or made by the Company in connection with the execution and
delivery of this Agreement, and the performance by the Company of its
obligations hereunder, other than any such consent, approval, authorization or
filing that would not, individually or in the aggregate, prevent or materially
delay the ability of the Company to perform its obligations hereunder.


 


ARTICLE IV


 


CONDITIONS


 


Section 4.01           Conditions
to Obligations of the Company.  The
obligation of the Company to effect the transactions contemplated hereby shall
be subject to the fulfillment, on or prior to each Closing, of each of the
following conditions (any of which may be waived by the Company in whole or
part to the extent permitted by applicable law):


 


7

















 


(a)           the representations and warranties of
the Selling Stockholders set forth in Article II hereof shall be true and
correct in all material respects as of the date of this Agreement and on and as
of the Closing Date with the same force and effect as if such representations
and warranties had been made on and as of the Closing Date;


 


(b)           the Selling Stockholders shall have
performed in all material respects all obligations required to be performed by them
at or prior to Closing, and the Company shall have received a certificate signed
on behalf of each Selling Stockholder by an executive officer of such Selling
Stockholder certifying the satisfaction of the conditions set forth in Sections
4.01(a) and (b);


 


(c)           in the case of the First Offering,
the First Offering Closing shall have occurred;


 


(d)           if the Company did not purchase any
shares of Common Stock from the Selling Stockholders upon completion of the
First Offering, then in the case of the Second Offering, the Second Offering
Closing shall have occurred; and


 


(e)           no temporary restraining order,
preliminary or permanent injunction or other judgment, decision or order issued
by any governmental authority of competent jurisdiction shall be in effect
preventing the consummation of the transactions contemplated hereby.


 


Section 4.02           Conditions
to Obligations of the Selling Stockholders. 
The obligations of the Selling Stockholders to effect the transactions
contemplated hereby shall be subject to the fulfillment, on or prior to each Closing,
of each of the following conditions (any of which may be waived by the Selling
Stockholders in whole or part to the extent permitted by applicable law):


 


(a)           the representations and warranties of
the Company set forth in Article III hereof shall be true and correct in
all material respects as of the date of this Agreement and on and as of the
Closing Date with the same force and effect as if such representations and
warranties had been made on and as of the Closing Date;


 


(b)           the Company shall have performed in
all material respects all obligations required to be performed by it at or
prior to Closing, and each of the Selling Stockholders shall have received a
certificate signed on behalf of the Company by an executive officer of the
Company certifying the satisfaction of the conditions set forth in Sections
4.02(a) and (b);


 


(c)           in the case of the First Offering, the
First Offering Closing shall have occurred;


 


8

















 


(d)           in the case of the Second Offering,
the Second Offering Closing shall have occurred; and


 


(e)           no temporary restraining order,
preliminary or permanent injunction or other judgment, decision or order issued
by any governmental authority of competent jurisdiction shall be in effect
preventing the consummation of the transactions contemplated hereby.


 


ARTICLE V


 


EXPENSES


 


Section 5.01           Expenses.  The Selling Stockholders shall pay (i) their
own expenses and costs in connection with this Agreement and the transactions
contemplated hereby, including, without limitation, all counsel fees and
transfer taxes and (ii) all out-of-pocket expenses incurred by the Company
related to the road shows for the Offerings, including the use of private
aircraft.  Except as set forth above, the
Company shall pay its own expenses and costs in connection with (i) this
Agreement and the transactions contemplated hereby, including all counsel fees
and (ii) the Offerings (other than underwriting discounts and commissions
and brokerage commissions and fees, if any, payable with respect to Common
Stock sold by the Selling Stockholders and fees and expenses of counsel and any
accountants for the Selling Stockholders).


 


ARTICLE VI


 


MISCELLANEOUS


 


Section 6.01           Termination.  This Agreement shall terminate upon the
earliest of (a) the date on which the Selling
Stockholders no longer own any shares of Common Stock, (b) the completion
of the Company’s purchase obligation in connection with the Second Offering
Closing, if any, or (c) at 5:00 p.m. Eastern time on the date that is
eighteen (18) months after the date on which the registration statement for the
First Offering is declared effective or otherwise becomes effective.


 


Section 6.02           Integration;
Amendments; Waiver.  This Agreement and the Amended
Stockholders’ Agreement constitute the entire agreement,
and supersedes all prior agreements and understandings, whether oral or
written, between the parties hereto with respect to the subject matter hereof.
Any term of this Agreement may be amended or modified only by the written
agreement of the parties. No term or condition of this Agreement may be waived,
except by a writing executed by the party against whom enforcement of any such
waiver is being sought.  No waiver by
either party hereto of any term or condition of this Agreement shall operate as
a waiver of such term or condition at any other time.


 


Section 6.03           Successors
and Assigns.  The terms and
provisions of this Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns.


 


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Section 6.04           Notices.  All notices and other communications under
this Agreement shall be in writing and shall be deemed given (i) when
delivered personally by hand (with written confirmation of receipt), (ii) when
sent by facsimile (with written confirmation of transmission), (iii) when
sent by electronic transmission (with confirmation of transmission) and (iv) one
(1) business day following the day sent by overnight courier (with written
confirmation of receipt), in each case at the following addresses and facsimile
numbers (or to such other address or facsimile number as a party may have
specified by notice given to the other party pursuant to this provision):


 


	
  If to the Company, to:

  
	
   

  	
   

  
	
   

  	
  Ecolab Inc.

  Ecolab Center

  370 Wabasha Street North

  St. Paul, MN 55102

  Facsimile: 651-293-2471

  Attention: General Counsel

  
	
   

  	
   

  
	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
  Skadden, Arps, Slate, Meagher & Flom LLP

  333 West Wacker Drive

  Chicago, IL 60606

  Facsimile: 312-407-0411

  Attention: Charles W. Mulaney, Jr.

  
	
   

  	
   

  
	
  If to the Selling Stockholders:

  
	
   

  	
   

  
	
   

  	
  Henkel AG & Co. KGaA

  Henkelstrasse 67, Postfach 1100

  D-4000 Dusseldorf 1, Germany

  Facsimile: +49 211 7 98 24 63

  Attention: General Counsel

  
	
   

  	
   

  
	
  with a copy to:

  
	
   

  	
   

  
	
   

  	
  Cleary Gottlieb Steen & Hamilton LLP

  One Liberty Plaza

  New York, NY 10006

  Facsimile: 212-225-3999

  Attention: William A. Groll

  



 


Section 6.05           Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware,
without regard to its conflicts of law doctrine.


 


Section 6.06           Jurisdiction and Venue.  Each of the Company and the Selling
Stockholders hereby agrees that any proceeding relating to this Agreement shall
be brought in the state of Delaware. 
Each of the Company and the Selling Stockholders hereby consents to 


 


10

















 


personal
jurisdiction in any such action brought in any such Delaware court, consents to
service of process by registered mail made upon such party and such party’s
agent and waives any objection to venue in any such Delaware court or to any
claim that any such Delaware court is an inconvenient forum.


 


Section 6.07           Severability.  If any provision of this Agreement or the
application of any such provision to any person or circumstances shall be held
invalid by a court of competent jurisdiction, the remainder of this Agreement,
including the remainder of the provision held invalid, or the application of
such provision to persons or circumstances other than those as to which it is
held invalid, shall not be affected thereby.


 


Section 6.08           Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.  Facsimile signatures shall constitute original
signatures.


 


Section 6.09           Headings.  All section headings herein are for
convenience of reference only and are not part of this Agreement, and no
construction or inference shall be derived therefrom.


 


Section 6.10           Remedies.  The Company and the Selling Stockholders
shall be entitled to enforce their rights under this Agreement specifically, to
recover damages by reason of any breach of any provision of this Agreement and
to exercise all other rights existing in their favor. The parties hereto agree
and acknowledge that money damages would not be an adequate remedy for any
breach of the provisions of this Agreement and that the Company and the Selling
Stockholders, in their sole discretion, may apply to any court of law or equity
of competent jurisdiction for specific performance and/or injunctive relief
(without posting a bond or other security) in order to enforce or prevent any
violation of the provisions of this Agreement.


 


Section 6.11           Effect
of Termination.  A termination as
provided in Section 6.01 shall not release any party hereto from liability
for a willful breach of this Agreement.


 


Section 6.12           Public
Announcements.  The Company and the
Selling Stockholders agree that any press release or public commentary regarding
this Agreement, the Amendment or the transactions contemplated hereby or
thereby shall be mutually agreed upon, except as may be required by applicable
law, any Authority or the rules of a stock exchange or trading market.


 


Section 6.13           Survival.  All representations, warranties and covenants
shall survive each Closing.


 


[signatures appear on following page]


 


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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first set forth above.


 


 


	
   

  	
   

  	
  ECOLAB INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Steven
  L. Fritze

  
	
   

  	
   

  	
  Name: Steven
  L. Fritze

  
	
   

  	
   

  	
  Its: Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HENKEL
  AG & CO. KGAA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Thomas
  Gerd Kühn

  
	
   

  	
   

  	
  Name: Thomas
  Gerd Kühn

  
	
   

  	
   

  	
  Its: General
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Heinz
  Nicolas

  
	
   

  	
   

  	
  Name: Heinz Nicolas

  
	
   

  	
   

  	
  Its: Senior
  Corporate Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HENKEL
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Paul R. Berry

  
	
   

  	
   

  	
  Name: Paul R. Berry

  
	
   

  	
   

  	
  Its: Chief Legal Officer

  



 

















 


Exhibit A


 


	
  Selling Stockholder

  	
   

  	
  Shares
  of Common Stock

  
	
  Henkel AG & Co. KGaA

  	
   

  	
  43,738,036

  
	
  Henkel Corporation

  	
   

  	
  28,954,516