Exhibit 10.C


 


RESTRICTED STOCK AWARD AGREEMENT


 


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


 


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 Restricted Stock Awards to certain employees of the Company and its
Subsidiaries.


 


B.                                     The Company
desires to give the Grantee a proprietary interest in the Company and an added
incentive to advance the interests of the Company by granting to the Grantee
pursuant to the Plan an award of shares of common stock of the Company that are
restricted as to transferability and subject to a risk of forfeiture.


 


Accordingly, the parties agree as follows:


 


ARTICLE
1.                              GRANT OF AWARD.


 


The Company hereby grants to the Grantee a Restricted Stock Award (the “Award”)
consisting of                              
(              )
shares (the “Award Shares”) of the Company’s common stock, par value $1.00 per
share (the “Common Stock”).  The Award and the Award Shares are
subject to the terms, conditions and restrictions set forth in this Agreement
and in the Plan, including that the Award Shares shall be subject to possible
forfeiture by the Grantee until the satisfaction of the vesting conditions set
forth in Section 2.1 below.  Reference to the Award Shares in this
Agreement will be deemed to include the Distribution Proceeds (as defined in Section 3.2
of this Agreement) with respect to such Award Shares that are retained and held
by the Company as provided in Section 3.2 of this Agreement.


 


ARTICLE 2.                              GRANT
CONDITIONS AND RESTRICTIONS.


 


2.1                                 Vesting of
Award Shares.  Subject to
Sections 2.3 and 2.4 of this Agreement, restrictions on the Award Shares will
lapse and the Award Shares will vest in the percentages and on the dates
specified in the following vesting schedule, provided the Grantee remains in
the continuous employ or service of the Company or any Subsidiary from the Date
of Grant to the applicable vesting date:


 


	
  Vesting Date

  	
   

  	
  Portion of Award Shares Vested

  
	
   

  	
   

  	
   

  
	
  *[            ]
  anniversary of the Date of Grant

  	
   

  	
  *[     ]%
  of Award Shares (excluding any fractional portion less than one share)

  
	
  *[            ]
  anniversary of the Date of Grant

  	
   

  	
  Remaining
  Award Shares

  



 


The
period from the Date of Grant to the final Vesting Date specified in the
preceding schedule is referred to in this Agreement as the “Restriction Period.”


 


2.2                                 Restrictions on
Transferability.  During the
Restriction Period, the Grantee shall not be entitled to transfer, assign or
encumber, voluntarily or involuntarily, any unvested Award Shares, and unvested
Award Shares may not be subjected to any lien, directly or indirectly, by
operation of law or otherwise.  Any attempt to transfer, assign or
encumber unvested Award Shares during the Restriction Period will be null and
void and will result in the immediate termination of the Award, and all
unvested Award Shares will be forfeited and immediately returned to the
Company.


 

















 


2.3                                 Termination of
Employment or Other Service.  This Award is considered a Restricted Stock
Award subject only to service-based vesting conditions for purposes of Section 12
of the Plan.  The effect of the
termination of the Grantee’s employment or other service with the Company and
all Subsidiaries during the Restriction Period will be as provided in Sections
12.1(b), 12.2(b), 12.3(b) and 12.5 of the Plan.


 


2.4                                 Change in
Control.  If a Change in Control occurs during the Restriction
Period, the effect on this Award shall be as provided in Section 14.2 of
the Plan.


 


ARTICLE 3.                              ISSUANCE OF
AWARD SHARES.


 


3.1                                 Rights of a
Stockholder.  As soon as
practicable after this Agreement is executed and delivered, the Award Shares
will be transferred on the books of the Company into the name of, or into an
account for the benefit of, the Grantee. 
Except as provided in Sections 2.2 and 3.2 of this Agreement, the
Grantee will have all voting, dividend, liquidation and other stockholder
rights with respect to the Award Shares in accordance with their terms upon
becoming the holder of record of such shares. 
Prior to the vesting of any Award Shares, any book entries for such
Award Shares will bear an appropriate legend, as determined by the Committee,
to the effect that such Award Shares are subject to the restrictions, terms and
conditions set forth in this Agreement and the Plan.


 


3.2                                 Dividends and
Other Distributions.  The Grantee
will have no right to receive regular quarterly cash dividends with respect to
unvested Award Shares during the Restriction Period, and hereby waives his or
her rights to receive such dividends with respect to unvested Award
Shares.  Any securities or other property
payable or distributable with respect to unvested Award Shares during the
Restriction Period as the result of any equity restructuring or other change in
corporate capitalization described in Section 4.3 of the Plan (all of
which will collectively be referred to as “Distribution Proceeds”) may, in the
Committee’s sole discretion, be distributed to the Grantee or may be retained
and held by the Company subject to the same restrictions, vesting conditions
and other terms of this Agreement to which the underlying Award Shares are
subject.  In addition, the Committee may,
in its sole discretion, cause such Distribution Proceeds to be paid to the
Company pursuant to Article 6 of this Agreement in order to satisfy any
federal, state, local or foreign withholding or other employment-related tax
requirements attributable to such distributions or to the Grantee’s receipt of
the Award or the vesting of the Award Shares.


 


ARTICLE 4.                              ADJUSTMENTS.


 


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


 


ARTICLE 5.                              EMPLOYMENT OR
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
Grantee at any time, or (b) be evidence of any agreement or understanding,
express or implied, that the Company will retain the Grantee in any particular
position at any particular rate of compensation or for any particular period of
time.


 


ARTICLE 6.                              TAXES.


 


By accepting this Award, the Grantee (i) acknowledges his or her
obligation to pay any federal, foreign, state and local withholding or employment-related
taxes attributable to this Award as provided in Section 13 of the Plan,
and (ii) consents and directs the Company or its third party administrator
to withhold the number of shares of Common Stock issuable upon the vesting of
some or all of the Award Units as the Company, in its sole discretion, deems
necessary to satisfy such withholding obligations.  For


 


2

















 


purposes
of satisfying the Grantee’s withholding and employment-related tax obligations,
shares withheld by the Company will be valued at their Fair Market Value on the
date of settlement.


 


ARTICLE 7.                              AUTHORIZATION TO RELEASE AND TRANSFER NECESSARY PERSONAL
INFORMATION.


 


The Grantee hereby explicitly and unambiguously consents to the collection,
use and transfer, in electronic or other form, of the Grantee’s personal data
by and among, as applicable, the Company for the exclusive purpose of
implementing, administering and managing the Grantee’s participation in the
Plan. The Grantee understands that the Company may hold certain personal
information about the Grantee, including, but not limited to, the Grantee’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 Award Shares and/or shares of Common Stock held and the
details of all Award Shares or any other entitlement to shares of Common Stock
awarded, cancelled, vested, unvested or outstanding for the purpose of implementing,
administering and managing the Grantee’s participation in the Plan (the “Data”).  The Grantee 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 Grantee’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 Grantee’s country.  The Grantee 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
Grantee 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 Grantee’s participation in the Plan, including
any requisite transfer of such Data to a broker or other third party assisting
with the administration of Award Shares under the Plan or with whom shares of
Common Stock acquired pursuant to the vesting of the Award Shares or cash from
the sale of such shares may be deposited. 
Furthermore, the Grantee acknowledges and understands that the transfer
of the Data to the Company or to any third parties is necessary for the Grantee’s
participation in the Plan.  The Grantee
understands that the Grantee 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 Grantee’s local human resources representative or the Company’s
stock plan administrator in writing.  The
Grantee further acknowledges that withdrawal of consent may affect his or her
ability to vest in or realize benefits from the Award Shares, and the Grantee’s
ability to participate in the Plan.  For
more information on the consequences of refusal to consent or withdrawal of
consent, the Grantee understands that he or she may contact his or her local
human resources representative or the Company’s stock plan administrator.


 


ARTICLE 8.                              SUBJECT TO PLAN.


 


8.1                                 Terms of Plan
Prevail.  The Award and the Award Shares
granted pursuant to this Agreement have been granted 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
Grantee, 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 in this
Agreement is inconsistent with the terms of the Plan, the terms of the Plan
will prevail.


 


8.2                                 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.


 


3

















 


ARTICLE 9.                              MISCELLANEOUS.


 


9.1                                 Binding Effect.  This Agreement will be binding upon the
heirs, executors, administrators and successors of the parties hereto.


 


9.2                                 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 law
provisions.  Any legal proceeding 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.


 


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


 


9.4                                 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.


 


9.5                                 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.


 


9.6                                 Electronic
Delivery and Execution.  The Grantee 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 Grantee 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 Grantee also understands that the Grantee will
have the right at any time to request that the Company deliver written copies
of any and all materials referred to above. The Grantee 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 agree that the Grantee’s electronic
signature is the same as, and will have the same force and effect as, the
Grantee’s manual signature. The Grantee consents and agrees that any such
procedures and delivery may be affected by a third party engaged by the Company
to provide administrative services related to the Plan.


 


9.7                                 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.


 


9.8                                 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.


 


9.9                                 Appendix. 
Notwithstanding any provision of this Agreement to the contrary, this
grant of Award Units and the shares of Common Stock acquired under the Plan
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.


 


4

















 


9.10                           Counterparts. 
For the 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:

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [By execution of this Agreement,

  	
   

  	
  GRANTEE

  
	
  the Grantee acknowledges having

  	
   

  	
   

  
	
  received a copy of the Plan.]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  «Firstnamefirst»

  
	
   

  	
   

  	
  o«Address_Line_1»

  
	
   

  	
   

  	
  o«Address_Line_2»

  
	
   

  	
   

  	
  o«Address_Line_3»

  
	
   

  	
   

  	
  o«City», «State» «Zip_Code»

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SSN:      «Ssn»

  



 


5