Exhibit  4.4

 

	

    	
 
    	
 
    
	
 
    	
 
    	
Nalco   Company
   1601 West Diehl Road
   Naperville, IL 60563-1198
   USA
    


 

 

February 19, 2008

 

Confidential
 Mr. J. Erik Fyrwald

 

Dear Erik:

 

We are pleased to confirm to you our offer of employment with Nalco Holding Company (the “Company”) according to the terms set forth in this letter:

 

	
Position;   Title:
    	
 
    	
You   will serve as the Company’s chief executive with the title of President and   Chief Executive Officer.

 

We   anticipate that you will serve as Chairman of the Company’s Board of   Directors and will continue to hold such position during your tenure as   President and Chief Executive Officer, subject to election to the Board by   the Company’s shareholders and election to the Chairman role by the Company’s   directors.
    
	
 
    	
 
    	
 
    
	
Commencement   Date:
    	
 
    	
We   expect you to commence your employment on a mutually agreed date (the   “Commencement Date”) as soon as practicable, but in no event later than   March 1, 2008.
    
	
 
    	
 
    	
 
    
	
Base   Salary:
    	
 
    	
Your   base salary will be $850,000 per annum, to be reviewed annually by our   Compensation Committee and subject to periodic adjustment in accordance with   the Company’s executive compensation program. Our executive board members do   not receive separate compensation for their service on our boards.
    
	
 
    	
 
    	
 
    
	
Annual   Incentive Plan:
    	
 
    	
You   will participate with other senior management in the Management Incentive   Plan of Nalco Company (the “MIP”) administered by the Compensation Committee.   The amounts awarded each year will be determined by the Compensation   Committee typically targeting a percentage of a participating employee’s base   salary, and dependent upon the level of achievement of various personal   and/or Company performance objective(s) established by the Compensation   Committee early in the fiscal year.
    


 











 

	
 
    	
 
    	
Payment   of amounts earned under the MIP, once determined by the Committee, will be   made within two and one-half months following the end of the fiscal year.

 

For   the initial year your target payout under the MIP will be 100% of your base   salary, with a range of award to be earned of 0% to 200% of target based on   performance. The Compensation Committee intends to utilize adjusted EBITDA,   cash flow, and EPS growth relative to peers in establishing performance goals   for the FY08 MIP awards.
    
	
 
    	
 
    	
 
    
	
Annual   Stock Awards:
    	
 
    	
The   Company currently intends to include annual equity grants of stock options   and performance shares (“Stock Awards”) under the Company’s 2004 Stock   Incentive Plan (the “Stock Plan”) (or outside of the Stock Plan, as   necessary) as a component of its executive compensation program. The amounts,   terms, timing, and mix of the Stock Awards will be determined annually by the   Compensation Committee based on various factors. For the initial year, you   will receive Stock Awards with an aggregate fair value on the date of grant   of approximately 350% of your annual base salary. The valuation will be based   on application of the stock-based compensation pricing model as then adopted   by the Company. Your annual Stock Awards will be evidenced by separate Award   Agreements issued in accordance with the Stock Plan. For FY08, you will   receive a grant of 225,000 stock options and 75,000 performance shares at   target (with the performance period covering 2008-10), each having a value of   approximately $1.5M, for a total long term incentive of $3.0M.

 

You   will also be granted a transition grant of 50,000 performance shares at   target having a value of approximately $1.0M. The performance period will   cover 2008 performance only with earned shares, if any, vesting upon   continued employment through the end of 2010.

 

These   equity grants shall be subject to the same terms and conditions as stated in   the Stock Plan. Executive shall be employed by the Company on the date of   vesting as a condition to vesting unless Executive’s employment has been   terminated due to death or disability.

 

Per   Company policy, all grants will be made on the fifth business day of the   month following your commencement date, i.e., March 7, 2008.
    
	
 
    	
 
    	
 
    
	
Initial   Equity Grants:
    	
 
    	
You   will receive the following equity grants:

 

Stock   options: You will receive a grant of 150,000 stock options
    


 











 

	
 
    	
 
    	
valued   at approximately $1.0M. Such options will be issued with an exercise price   based on the closing price on the date of grant, will have a 10 year term   from the date of this grant, and will vest 50% on each of the 3rd and 4th   anniversaries of the date of grant.

 

Restricted   shares: You will receive 200,000 restricted shares having   a value of approximately $4.0M as of the date of grant and such shares will   vest 50% on each of the 3rd and 4th anniversaries of the date of grant.

 

The   foregoing grant of stock options and restricted shares will also vest upon a   termination by the Company without Cause or a termination by you for Good   Reason as defined in the Severance Agreement.

 

Your   restricted shares and stock options will be evidenced by separate Award   Agreements issued in accordance with the terms and conditions substantially   similar to those in the Stock Plan (if such awards are issued outside of the   Stock Plan).

 

Per   Company policy, all grants will be made on the fifth business day of the   month following your commencement date, i.e., March 7, 2008.
    
	
 
    	
 
    	
 
    
	
Equity   Ownership Policy:
    	
 
    	
The   Company maintains equity ownership requirements for its executive officers.   The Chief Executive Officer is expected to own Company stock worth five times   (5x) his or her annual salary. You will have five (5) years in which to   meet this equity ownership requirement. The Company will provide you with   additional details on the policy and how it is applied.
    
	
 
    	
 
    	
 
    
	
Severance   Agreement and Representations:
    	
 
    	
The   Company intends to enter into a Severance Agreement with you contemporaneous   with your acceptance of this letter agreement.

 

Your   Severance Agreement will provide for certain severance payments and   continuation of certain benefits for a period following (i) a   termination by the Company without Cause or a termination by you for Good   Reason (as such terms are defined in the Severance Agreement), and   (ii) execution and delivery to the Company of a prescribed form of   waiver and release. Your Severance Agreement also will impose certain   restrictive covenants on you, including matters pertaining to   confidentiality, cooperation, non-competition, non-solicitation, and   non-disparagement. Your severance protection includes the following:

 

(i)          severance   payment under the Severance Agreement equal to two times (2x) the sum of your   base salary and target MIP (defined above) payment, plus a
    


 











 

	
 
    	
 
    	
prorata MIP payment for the year in which the   termination occurs;

 

(ii)         18   months of continued medical and dental coverage for which you will only pay   the active employee rate(s);

 

(iii)        Eligibility   for certain outplacement services following termination; and

 

If   the termination occurs following a Change in Control, an excise tax gross-up   payment if your severance and related payments are subject to excise tax   under Section 280G of the Internal Revenue Code of 1986, as amended from   time to time, and the regulations issued thereunder, but which shall only be   payable if your after-tax benefits exceed by ten percent (10%) the amount you   would receive if your benefits and payments were capped at the maximum that   could be paid to you without the imposition of such excise tax.

 

You   represent and warrant that: (i) there are no contractual or legal   impediments that restrict your acceptance of employment with Nalco or would   in any way restrict your performance of your job and (ii) you will not   bring or use any confidential or proprietary information or property of any   prior employer.
    
	
 
    	
 
    	
 
    
	
Transition   Assistance:
    	
 
    	
You   will be covered by the Company’s standard relocation program plus up to   $15,000 of legal fees related to the initiation of your employment with the   Company.
    
	
 
    	
 
    	
 
    
	
Benefits   and Perquisites:
    	
 
    	
You   will be eligible for the standard retirement programs and other health and   welfare benefit programs as outlined in the term sheet.
    


 

This letter agreement, including the various separate agreements referred to herein, embodies the full contents of your employment offer.  We would like and expect a response to this offer letter by February 21, 2008, at which time this offer expires.

 











 

Erik, we are very excited about the prospect of your joining Nalco.  We look forward to welcoming you to the Company.

 

	
 
    	
 
    	
Sincerely   yours,
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
NALCO   HOLDING COMPANY
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
/s/   Rodney F. Chase
    
	
 
    	
 
    	
Rodney   F. Chase
    
	
 
    	
 
    	
Interim   Chairman of the Board
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
/s/   Stephen N. Landsman
    
	
 
    	
 
    	
Stephen   N. Landsman
    
	
 
    	
 
    	
Vice   President and General Counsel
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Pursuant   to Authorization of the Board of Directors
    
	
 
    	
 
    	
 
    
	
Accepted:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
/s/   J. Erik Fyrwald
    	
 
    	
February 21,   2008
    
	
J.   Erik Fyrwald
    	
 
    	
Date