EXHIBIT
(10)B


 


AMENDMENT
NO. 1 TO MASTER AGREEMENT


RELATING
TO PERIODIC OPTIONS GRANTED UNDER THE


ECOLAB
INC. 2001 NON-EMPLOYEE DIRECTOR


STOCK
OPTION AND DEFERRED COMPENSATION PLAN


 


THIS AMENDMENT NO. 1 TO MASTER AGREEMENT (the “Amendment”), is entered
into and effective as of this 2nd day of May, 2008, by and between Ecolab Inc.
(the “Company”) and                                                                            (the “Optionee”).


 


A.            The Company has
adopted the Ecolab Inc. 2001 Non-Employee Director Stock Option and Deferred
Compensation Plan, as amended and restated effective as of May 1, 2004 and
as further amended as of January 1, 2005 and May 2, 2008 (the “Plan”),
authorizing the Board of Directors of the Company, or a committee as provided
for in the Plan, to grant from time to time Periodic Options to Qualified
Directors.


 


B.            The Company and the
Optionee have entered into a Master Agreement Relating to Periodic Options
granted under the Plan (the “Agreement”) setting forth the terms and conditions
for the Periodic Options granted from time to time under the Plan.


 


C.            The Board of
Directors has approved Amendment No. 2 to the Plan, which amends certain
provisions of the Plan relating to exercisability and duration of Periodic
Options effective for Periodic Options granted on or after May 2, 2008.


 


D.            It is necessary for
the parties to execute the Amendment so that the exercisability and duration
provisions of the Agreement correspond to Amendment No. 2 to the Plan.


 


Accordingly, the parties agree to this Amendment as follows:


 


Section 1


 


Section 3.1
of the Agreement is amended and restated to read as follows:


 


“Exercisability and
Duration.


 


Each Periodic
Option granted prior to May 2, 2008 will be immediately exercisable in
full and will remain exercisable until 5:00 p.m. (St. Paul, Minnesota
time) on the tenth anniversary of such Periodic Option’s respective Date of
Grant (such time, as to any Periodic Option irrespective of the Date of Grant,
the “Time of Termination”).


 


Each Periodic
Option granted on or after May 2, 2008 will become exercisable, on a
cumulative basis, as to 25% of the Shares (excluding any fractional portion
less than one share), on the last day of each of the first, second and third
three-month periods following its Date of Grant and as to the remaining Shares
on the last day of the fourth three-month period following the Date of Grant;
provided, however, that if a Change in Control of the Company occurs then such
Periodic Option will become immediately exercisable in full.  Each such Periodic Option will remain
exercisable until such Periodic Option’s Time of Termination.


 

















 


Section 2


 


Section 3.2
of the Agreement is amended and restated to read as follows:


 


“Termination of Service
as a Director of the Company.  If the
Optionee ceases to serve as a director of the Company for any reason, then each
Periodic Option will remain exercisable to the extent exercisable as of such
cessation of service until the earlier of the expiration of five years after
the date the Optionee ceased to serve as a director of the Company or the Time
of Termination, at which time such Periodic Option will terminate and no longer
be exercised.”


 


 


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IN WITNESS
WHEREOF, the parties to this Amendment have executed this Amendment the day and
year first above written.


 


 


	
   

  	
  ECOLAB INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Associate General Counsel-Corporate and

  Assistant Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  OPTIONEE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


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