EXHIBIT (10)V


 


NON-EMPLOYEE DIRECTOR COMPENSATION AND BENEFITS
SUMMARY


 


COMPENSATION


 


Annual Payments


 


	
  Annual Retainer

  	
   

  	
  $

  	
  55,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Committee Chair Fee

  	
   

  	
   

  	
   

  
	
  •
  Audit

  	
   

  	
  $

  	
  11,000

  	
   

  
	
  •
  Compensation, Finance and Governance

  	
   

  	
  $

  	
  6,000

  	
   

  



 


In addition, a number of shares of stock
units are credited annually to each director’s deferred stock unit
account.  Currently, the Board has fixed
the annual value of the stock units at $25,000.


 


All reasonable travel, telephone and other
expenses incurred on behalf of Ecolab are reimbursable.


 


Directors may choose, at the time of initial
election to the Board and annually thereafter, to have the portions of their
compensation which are paid in cash deferred into an interest-bearing deferred
account or the stock unit account.


 


Deferred Accounts


 


Deferred accounts are of two types: (i) stock unit accounts which are
comprised of stock equivalents which increase/decrease with Ecolab’s stock
price and are credited with dividend equivalents; and (ii) interest-bearing
accounts which are credited with interest at the prime rate.


 


Deferred accounts for a director are tax
deferred until the director ceases Board service.  At that time the proceeds are paid in a lump
sum or in equal annual installments for up to 10 years depending on the
director’s election, which can be made, generally, as late as one year prior to
leaving the Board for amounts deferred before 2005.  Amounts deferred in 2005 or later must be
paid in a lump sum.  Amounts deferred to
the interest-bearing account, are paid in cash. 
Amounts in the stock unit account are paid in Ecolab stock.  Upon death a lump sum of any remaining
amounts will be paid to the director’s beneficiary.


 


BENEFITS


 


Stock Option Plan


 


Directors receive a non-qualified option to
purchase a number of shares of Common Stock, as fixed from time to time by the
fair market value on such date.  The
right to exercise the option vests on grant. 
Currently, the Board has fixed the value of the annual stock option
grant at $55,000.


 


Options may be exercised for a period of 10
years from grant.  However, in the event
a director ceases to be a director, the exercise period is shortened to the
lesser of five years from the date the director terminates director status or
the remaining term of the original option period.


 


Matching Gifts


 


Ecolab will match, up to $1,000 per fiscal
year, a director’s contributions to accredited U.S. educational institutions
and an additional $100 for contributions to qualifying U.S. public radio and
television stations.


 


Eligibility for this program continues
through the calendar year in which a director ceases to be a director.


 


Travel Insurance


 


Directors are covered by $50,000 business
travel accident coverage while traveling on Ecolab business.


 


Director Liability Protection


 


•                    The current D&O coverage is $60 million.  There is no individual deductible.


 


•                    Ecolab’s Certificate of Incorporation eliminates the ability of Ecolab
or its stockholders to recover monetary damages resulting from good-faith
breaches of certain fiduciary duties by a director.


 


•                    Directors are entitled to indemnification by
Ecolab for actions as a director taken in good faith and in a manner reasonably
believed to be in, or not opposed to, the best interests of Ecolab.