EXHIBIT (10)J


 


ECOLAB

EXECUTIVE FINANCIAL COUNSELING PLAN
(Effective January 1, 1989)


 


ARTICLE I - Name and Purpose


 


1.1           Plan
Name.  The name of the Plan is “Ecolab
Executive Financial Counseling Plan.”


 


1.2           Purpose.  The purpose of the Plan is to reimburse
Executive Employees of the Company for certain expenses incurred by such
Executives for financial counseling.


 


ARTICLE II - Definitions


 


For purposes of this Plan, each of the terms set forth in this article shall,
unless the context otherwise requires, have the meaning prescribed in this
article.


 


2.1           Plan.  The “Plan” is the Ecolab Executive Financial
Counseling Plan set forth in this instrument as it may be amended from time to
time.


 


2.2           Company.  The “Company” is Ecolab Inc., a Delaware
corporation, or its successor.


 


2.3           Executive.  An “Executive” is an Employee who has been
selected by the Chief Executive Officer of the Company to participate in the
Plan.  In the event coverage under the
Plan continues for a period following the Executive’s death, the term “Executive”
shall refer to the executor or other personal representative of the deceased
Executive’s estate.


 


2.4           Annual
Compensation.  An Executive’s “Annual
Compensation” for a Plan Year is the rate of the Executive’s annual base
compensation as of December 31 of the immediately preceding Plan Year, or,
in the case of an Executive who was not an Employee on such December 31,
the date he or she became an Employee.


 


2.5           Employee.  “Employee” is a common-law employee of the
Company or of any other corporation at least fifty percent of the outstanding
stock of which is owned, directly or indirectly, by the Company.


 


2.6           Financial
Counseling.  Financial Counseling
shall refer to services rendered for an Executive (or his or her estate) for
financial/investment planning, estate planning, tax planning, tax return
preparing and tax audit assistance by an Authorized Vendor.


 


2.7           Authorized
Vendor.  Any accounting/tax,
investing and legal vendor(s), selected at the discretion of the Executive to
perform Financial Counseling, with respect to whom the Executive has provided
written notice to the Administrator; provided, however, that any vendor who is
not licensed in the area of expertise in which he or she practices or who is a
relative of the Executive shall not be an Authorized Vendor unless the Company
authorizes the use of such vendor in writing.


 


2.8           Annual
Percentage.  The “Annual Percentage”
with respect to an Executive for a Plan Year shall be an amount equal to three
percent (3%) of the Executive’s applicable Annual Compensation for that Plan
Year.


 


2.9           Annual
Reimbursement Limit.  The “Annual
Reimbursement Limit” with respect to an Executive for any Plan Year shall be
the sum of his or her Annual Percentage for such Plan Year and for each


 





















 


of the two immediately preceding Plan Years, less the total amount of
benefits previously paid under this Plan with respect to the Executive during
the two immediately preceding Plan years.


 


2.10         Permanent
and Total Disability.  For purposes
of this Plan, an Executive shall be considered to be “Permanently and Totally
Disabled” only if, by reason of bodily injury or disease, he or she is entitled
to receive long-term disability benefits under the Company’s long-term
disability plan.


 


2.11         Plan
Year.  The “Plan Year” is the
calendar year.


 


ARTICLE III - Administration


 


3.1           Administrator.  The Company shall be the Administrator of the
Plan.  The Vice President - Corporate
Human Resources of the Company (or the functional equivalent of such officer in
the event the title or responsibility of that office change) shall perform the
duties of the Administrator on behalf of the Company.  Such Vice President may, by written
instrument, delegate any or all of the duties of the Administrator to any
person who shall serve at the pleasure of such Vice President.


 


3.2           Duties.  The Administrator shall take such actions and
adopt such rules and procedures as shall be necessary or advisable to carry out
the provisions of the Plan.


 


3.3           Indemnification.  The Company shall indemnify the Vice
President - Corporate Human Resources and each person performing duties as
Administrator against all liabilities such person may incur in the
administration of the Plan.  The
Administrator shall be entitled to reimbursement from the Company for expenses
incurred in the performance of the duties of Administrator.


 


3.4           Claims.  The Administrator shall give each Executive,
within a reasonable time following the Executive’s submission of a request for
payment of benefits, written notice of the amount of benefits to which the
Executive is entitled.  The Executive
may, within thirty days after receiving such notice, file with the
Administrator a written objection to the Administrator’s determination of such
amount.  The Administrator shall review
the claim and shall respond in writing to the Executive within sixty days after
receiving the objection.  If the
Administrator, upon review, denies any part or all of the benefits claimed by
the Executive, the Executive may, within sixty days of receiving the Administrator’s
response, appeal the Administrator’s decision by written notice to the Chief
Executive Officer of the Company.  Within
ninety days after receiving the Executive’s notice of appeal, the Chief
Executive Officer shall render a decision with respect to the claim, which
decision shall be final and binding upon the Company and the Executive.


 


ARTICLE IV - Benefits


 


4.1           Coverage.


 


(A)          Each
Executive shall be covered under the Plan as of the first date on or after the
Effective Date on which he or she is an Executive.


 


(B)           An
Executive shall cease to be covered under the Plan as of the earliest of:


 


(1)           The
date his or her employment as an Executive ceases for any reason other than
death or Permanent and Total Disability;


 


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(2)           If
the coverage under the Plan continued during a period of the Executive’s
Permanent and Total Disability, the end of the twelfth month following the
month in which the Permanent and Total Disability occurred or such earlier date
as the Permanent and Total Disability ceases; and


 


(3)           If
coverage under the Plan continued as a result of the Executive’s death, the end
of the twelfth month following the month in which the death occurred.


 


4.2           Benefits.


 


(A)          Subject
to subparagraph (B), an Executive shall be entitled to reimbursement of
expenses incurred for Financial Counseling by an Authorized Vendor while the
coverage under the Plan was in effect, such reimbursement not to exceed the
Annual Reimbursement Limit in any Plan Year.


 


(B)           Notwithstanding
anything to the contrary in subparagraph (A), total reimbursements with respect
to eligible expenses incurred during a period of coverage continuation
following death or Permanent and Total Disability of the Executive pursuant to Section 4.1
(A)(2) or (3) may be equal to, but shall not exceed, the Executive’s Annual
Percentage for the Plan Year in which such death or Permanent and Total
Disability occurred, irrespective of any benefits already paid for such Plan
Year prior to such period of coverage continuation.


 


4.3           Request
for Reimbursement.  Within a
reasonable time following the occurrence of expenses eligible for reimbursement
under this Plan, the Executive shall file with the Administrator a request for
reimbursement which includes the itemized statement from the Authorized Vendor
to the Executive and the Executive’s written confirmation of the accuracy of
the statement, and such other information as the Administrator shall from time
to time deem necessary or desirable in administering the Plan.


 


4.4           Payment
of Benefit.  Benefit payments with
respect to eligible expenses shall be made, at the discretion of the
Administrator, directly to the Authorized Vendor or to the Executive (or the
Executive’s estate in the event of his or her death) within a reasonable time
following submission of a properly filed request for reimbursement.


 


4.5           Facility
of Payment.  If the Administrator
determines that a person entitled to benefits under the Plan is under legal
disability or is otherwise unable to receipt for any benefit payment, the
Administrator may, in his sole discretion, pay such benefit to a spouse, parent
or adult child of such person, or to any individual whom the Administrator
determines to have assumed responsibility for such person’s financial
affairs.  The receipt of the distributee
selected by the Administrator shall be a complete release of all claims of the
person on whose behalf such payment is made and the payment to such distributee
shall fully discharge the Company’s obligation under the Plan to the extent of
such payment.


 


4.6           Non-alienation.  No Executive may in any way pledge, assign,
encumber or otherwise alienate his interest in any benefit payable under the
Plan.  The Company shall give no effect
to any instrument purporting to alienate any person’s interest in Plan
benefits.


 


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ARTICLE V - Funding


 


5.1           Company
Obligations.  Benefits under the Plan
shall be paid directly by the Company from its general assets.  No specific property of the Company shall in
any manner be dedicated to or segregated for payment of such benefits.


 


5.2           Executive’s
Rights.  No Executive shall have any
right to any specific assets of the Company under the Plan, but shall, to the
extent the Company does not pay benefits when they are due, be a general
creditor of the Company.


 


ARTICLE VI - Amendment and Termination


 


6.1           Amendment.  The Plan may be amended from time to time by
an instrument signed by either the General Counsel or the Vice President -
Corporate Human Resources of the Company (or the functional equivalent of such
offices in the event the title or responsibilities of the office change).


 


6.2           Termination.  The Plan may be terminated at any time by an
instrument signed by either the General Counsel or the Vice President -
Corporate Human Resources of the Company (or the functional equivalent of such
offices in the event the title or responsibilities of the office change).


 


6.3           Restriction.  No amendment or termination shall operate to
deprive any Executive of any benefit otherwise payable during the Plan Year in
which the amendment or termination occurs with respect expenses incurred by the
Executive prior to the date on which the resolution amending or terminating the
Plan is adopted.


 


IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officer and its corporate seal to be affixed
this 15th day of April, 1992.


 


	
   

  	
  ECOLAB INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
  /s/ Sheila B. Holt 

  	
   

  	
  /s/ William R. Rosengren

  
	
   

  	
  By: 

  	
  William R. Rosengren

  
	
   

  	
   

  	
  Senior Vice President - Law,

  
	
   

  	
   

  	
  General Counsel and Secretary

  
	
   

  
	
   

  
	
  (Corporate Seal)

  
					



 


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