Exhibit
10.B


 


NON-STATUTORY
STOCK OPTION AGREEMENT


 


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


 


A.                                   The
Company has adopted the Ecolab Inc. 2010 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”), subject to the terms and conditions set forth in this
Agreement and in the Plan.  The Option is
not intended to be an “incentive stock option” as that term is used in Section 422
of 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                                 Period
of Exercisability. 
Subject to Section 3.2 below, the Option will become 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, provided
the Optionee remains in the continuous employ of or service with the
Company or any Subsidiary.  This Option will expire and will no longer be
exercisable as to any unexercised Option Shares at 5:00 p.m. (St. Paul,
Minnesota time) on the earliest of:


 


(a)                  the
tenth anniversary of the Date of Grant (“Expiration Date”);


 


(b)                 upon termination of the Optionee’s employment by or service
to the Company and all Subsidiaries upon a determination by the Committee that
Cause exists;


 


(c)                  upon the expiration of any applicable period specified in Sections
12.1(a), 12.2(a) and 12.3(a) of the Plan during which the Option may
be exercised after a termination of the Optionee’s employment by or service to
the Company and all Subsidiaries; or


 


(d)                 the date, if
any, fixed for termination of this Option pursuant to Section 14.2(c) of
the Plan.


 


3.2                                 Termination of Employment or Other Service.  The effect of the
termination of the Optionee’s employment by or service to the
Company and all Subsidiaries prior to the Expiration Date 


 

















 


will
be as provided in Sections 12.1(a), 12.2(a), 12.3(a) and 12.5 of the Plan.


 


3.3                                 Change
in Control. 
If a Change in Control occurs prior to the Expiration Date, the effect
on this Option shall be as provided in Section 14.2 of the Plan.


 


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 giving written or electronic notice of
exercise (in person, by mail, by facsimile or by electronic transmission) to
the Company at its principal executive office in St. Paul, Minnesota
(Attention:  Sr. Vice President-Human Resources), or through the
procedures established with any Company-appointed third-party
administrator.  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 (Including, if applicable, by electronic signature as
provided in Section 11.7 of this Agreement) 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.  If the Option is being
exercised, as provided by the Plan, 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.  If the Option is being exercised 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, (i) by
tender of a Broker Exercise Notice, (ii) by delivery to the Company
(either actually or by attestation as to ownership) of Previously Acquired
Shares that are acceptable to the Committee, (iii) by a “net exercise” as
described in Section 6.4(b) of the Plan, or (iv) by a
combination of such methods.  If the
Optionee is permitted to pay the purchase price of Option Shares to be
purchased in whole or in part by delivery of Previously Acquired Shares or by a
net exercise, the value of such shares delivered to or retained by the Company
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.


 


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ARTICLE 7.                              WITHHOLDING
TAXES.


 


By
accepting this Award, the Optionee (i) acknowledges his or her obligation
to make arrangements acceptable to the Company for payment of any federal,
state, local or foreign withholding or employment-related taxes that may be due
as a result of the grant or exercise of this Option, (ii) authorizes the
Company (or any Subsidiary) to withhold from payroll or other amounts payable
to the Grantee any sums required to satisfy such tax obligations, and (iii) otherwise
agrees to satisfy such obligations in accordance with the provisions of Section 13
of the Plan.  If the Optionee desires to
satisfy some or all of such tax obligations by delivering (actually or through
attestation of ownership) Previously Acquired Shares or by having the Company
retain a portion of the Shares otherwise issuable upon exercise of the Option,
the Optionee must make such a request which shall be subject to approval by the
Company.  For purposes of satisfying the
Optionee’s withholding and employment-related tax obligations, Previously
Acquired Shares or Shares retained by the Company will be valued at their Fair
Market Value on the date of exercise of the Option.  Delivery of Shares upon exercise of this
Option is subject to the satisfaction of applicable withholding and
employment-related tax obligations.


 


ARTICLE 8.                              ADJUSTMENTS.


 


The number and kind of securities subject to this Option and
the exercise price of this Option will be subject to adjustment under the
circumstances and to the extent specified in Section 4.3 of the Plan.


 


ARTICLE
9.                              AUTHORIZATION
TO RELEASE AND TRANSFER NECESSARY PERSONAL INFORMATION.


 


The Optionee hereby explicitly and unambiguously consents to the
collection, use and transfer, in electronic or other form, of the Optionee’s
personal data by and among, as applicable, the Company for the exclusive purpose
of implementing, administering and managing the Optionee’s participation in the
Plan.  The Optionee understands that the
Company may hold certain personal information about the Optionee, including,
but not limited to, the Optionee’s name, home address and telephone number,
date of birth, social security number (or any other social or national
identification number), salary, nationality, job title, number of Options
and/or shares of Common Stock held and the details of all Options or any other
entitlement to shares of Common Stock awarded, cancelled, vested, unvested or
outstanding for the purpose of implementing, administering and managing the
Optionee’s participation in the Plan (the “Data”).  The Optionee understands that the Data may be
transferred to the Company or to any third parties assisting in the
implementation, administration and management of the Plan, that these
recipients may be located in the Optionee’s country or elsewhere, and that any
recipient’s country (e.g., the United States) may have different data privacy
laws and protections than the Optionee’s country.  The Optionee understands that he or she may
request a list with the names and addresses of any potential recipients of the
Data by contacting his or her local human resources representative or the
Company’s stock plan administrator.  The
Optionee authorizes the recipients to receive, possess, use, retain and
transfer the Data, in electronic or other form, for the sole purpose of
implementing, administering and managing the Optionee’s participation in the
Plan, including any requisite transfer of such Data to a broker or other third
party assisting with the administration of Options under the Plan or with whom
shares of Common Stock acquired pursuant to the exercise of the Options or cash
from the sale of such shares may be deposited. 
Furthermore, the Optionee acknowledges and understands that the transfer
of the Data to the Company or to any third parties is necessary for the
Optionee’s participation in the Plan. 
The Optionee understands that the Optionee may, at any time, view the
Data, request additional information about the storage and processing of the
Data, require any necessary amendments to the Data or refuse or withdraw the
consents herein by contacting the Optionee’s local human resources
representative or the Company’s


 


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stock
plan administrator in writing.  The
Optionee further acknowledges that withdrawal of consent may affect his or her
ability to vest in or realize benefits from the Option, and the Optionee’s
ability to participate in the Plan.  For
more information on the consequences of refusal to consent or withdrawal of
consent, the Optionee understands that he or she may contact his or her local
human resources representative or the Company’s stock plan administrator.


 


ARTICLE 10.                        SUBJECT
TO PLAN.


 


10.1                           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.  References in this
Agreement to specific Sections of the Plan refer to those Sections of the Plan
as in effect on the Date of Grant.


 


10.2                           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 11.                        RIGHTS
AS A STOCKHOLDER.


 


Neither the Optionee nor any other person entitled to
exercise the Option will have any rights as a stockholder with respect to any
of the Option Shares until the Option has been exercised in accordance with
this Agreement and the Optionee or such other person becomes the holder of
record of the resulting shares of Common Stock as provided in Section 4.1
above.


 


ARTICLE 12.                        MISCELLANEOUS.


 


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


 


12.2                           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.


 


12.3                           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.


 


12.4                           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.


 


12.5                           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.


 


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12.6                           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.


 


12.7                           Electronic
Delivery and Execution.  The Optionee hereby consents and agrees to
electronic delivery of any documents that the Company may elect to deliver
(including, but not limited to, plan documents, prospectus and prospectus
supplements, grant or award notifications and agreements, account statements, annual
and quarterly reports, and all other forms of communications) in connection
with this and any other Incentive Award made or offered under the Plan.  The Optionee understands that, unless revoked
by giving written notice to the Company pursuant to the Plan, this consent will
be effective for the duration of the Agreement. 
The Optionee also understands that the Optionee will have the right at
any time to request that the Company deliver written copies of any and all
materials referred to above.  The Optionee
hereby consents to any and all procedures the Company has established or may
establish for an electronic signature system for delivery and acceptance of any
such documents that the Company may elect to deliver, and agrees that the
Optionee’s electronic signature is the same as, and will have the same force
and effect as, the Optionee’s manual signature. 
The Optionee consents and agrees that any such procedures and delivery
may be effected by a third party engaged by the Company to provide administrative
services related to the Plan.


 


12.8                           Address
for Notice. 
All notices to the Company shall be in writing and sent to the Company’s
General Counsel at the Company’s corporate headquarters.  Notices to the Grantee shall be addressed to
the Grantee at the address as from time to time reflected in the Company’s or
Subsidiary’s employment records as the Grantee’s address.


 


12.9                           Severability.  In the event that any provision in this
Agreement shall be held invalid or unenforceable, such provision shall be severable
from, and such invalidity or unenforceability shall not be construed to have
any effect on, the remaining provisions of this Agreement.


 


12.10                     Appendix.  Notwithstanding any provision of this
Agreement to the contrary, this Option and the shares of Common Stock acquired
under the Plan upon its exercise shall be subject to any and all special terms
and provisions, if any, as set forth in the Appendix for the Grantee’s country
of residence.


 


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


 


 


	
   

  	
   

  	
  ECOLAB
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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