IF SHARES WERE NOT THEN TRADED, DURING THE REGULAR TRADING SESSION ON THE
MOST RECENT PRIOR DATE WHEN SHARES WERE TRADED, ALL AS QUOTED IN THE WALL STREET
JOURNAL REPORTS OF NEW YORK STOCK EXCHANGE - COMPOSITE TRANSACTIONS.
15.17.
OTHER DIRECTOR COMPENSATION.
"OTHER DIRECTOR COMPENSATION" MEANS
ALL CASH AMOUNTS PAYABLE BY THE COMPANY TO A QUALIFIED DIRECTOR FOR HIS OR HER
SERVICES TO THE COMPANY AS A QUALIFIED DIRECTOR, (A) INCLUDING, WITHOUT
LIMITATION, THE RETAINER AND FEES SPECIFICALLY PAID FOR ATTENDING REGULAR OR
SPECIAL MEETINGS OF THE BOARD AND BOARD COMMITTEES OR FOR ACTING AS THE CHAIR OF
A COMMITTEE, BUT (B) EXCLUDING EXPENSE ALLOWANCES OR REIMBURSEMENTS AND
INSURANCE PREMIUMS.
15.18.
PARTICIPANT.
"PARTICIPANT" IS A CURRENT OR FORMER QUALIFIED
DIRECTOR WHO HAS BEEN GRANTED A PERIODIC OPTION UNDER THE PLAN OR WHOSE ACCOUNT
AMOUNTS HAVE BEEN CREDITED PURSUANT TO SECTION 4, 5 OR 6 AND WHO HAS NOT CEASED
TO BE A PARTICIPANT PURSUANT TO SECTION 2.4.
15.19.
PERIODIC OPTION.
"PERIODIC OPTION" MEANS AN OPTION TO PURCHASE
SHARES GRANTED TO QUALIFIED DIRECTORS FROM TIME TO TIME PURSUANT TO SECTION 7.
15.20.
PLAN.
"PLAN" MEANS THE ECOLAB INC. 2001 NON-EMPLOYEE DIRECTOR STOCK
OPTION AND DEFERRED COMPENSATION PLAN, AS FROM TIME TO TIME AMENDED OR RESTATED.
15.21.
PLAN RULES.
"PLAN RULES" ARE RULES, POLICIES, PRACTICES OR
PROCEDURES ADOPTED BY THE ADMINISTRATOR PURSUANT TO SECTION 16.2.
15.22.
PREVIOUSLY ACQUIRED SHARES.
"PREVIOUSLY ACQUIRED SHARES" MEANS
SHARES THAT ARE ALREADY OWNED BY THE PARTICIPANT THAT HAVE BEEN HELD FOR THE
PERIOD OF TIME NECESSARY TO AVOID A CHARGE TO THE COMPANY'S EARNINGS FOR
FINANCIAL REPORTING PURPOSES AND THAT ARE OTHERWISE ACCEPTABLE TO THE
ADMINISTRATOR.
16
15.23.
PRIME RATE.
"PRIME RATE" MEANS THE BLOOMBERG PRIME RATE COMPOSITE
("PRIME RATE BY COUNTRY US - BB COMP").
15.24.
PRIOR DEFERRED COMPENSATION PLANS.
"PRIOR DEFERRED COMPENSATION
PLANS" MEANS THE COMPANY'S 1997 NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION
PLAN, AS AMENDED, AND THE COMPANY'S DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE
DIRECTORS, AS AMENDED.
15.25.
QUALIFIED DIRECTOR.
"QUALIFIED DIRECTOR" MEANS AN INDIVIDUAL WHO IS
A MEMBER OF THE BOARD AND WHO IS NOT AN EMPLOYEE OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES.
15.26.
RETAINER.
"RETAINER" MEANS THE AMOUNT PAYABLE BY THE COMPANY TO A
QUALIFIED DIRECTOR FOR HOLDING OFFICE AS A QUALIFIED DIRECTOR, EXCLUSIVE OF FEES
SPECIFICALLY PAID FOR ATTENDING REGULAR OR SPECIAL MEETINGS OF THE BOARD AND
BOARD COMMITTEES, FEES FOR ACTING AS CHAIR OF THE BOARD OR A BOARD COMMITTEE,
EXPENSE ALLOWANCES OR REIMBURSEMENTS, INSURANCE PREMIUMS, CHARITABLE GIFT
MATCHING CONTRIBUTIONS AND ANY OTHER PAYMENTS THAT ARE DETERMINED BY REFERENCE
TO FACTORS OTHER THAN HOLDING OFFICE AS A QUALIFIED DIRECTOR.
15.27.
SECURITIES ACT.
"SECURITIES ACT" MEANS THE SECURITIES ACT OF 1933,
AS AMENDED.
ANY REFERENCE TO A SPECIFIC PROVISION OF THE SECURITIES ACT
INCLUDES A REFERENCE TO THAT PROVISION AS IT MAY BE AMENDED FROM TIME TO TIME
AND TO ANY SUCCESSOR PROVISION.
15.28.
SHARE ACCOUNT.
"SHARE ACCOUNT" MEANS AN ACCOUNT TO WHICH CREDITS
ARE MADE PURSUANT TO SECTION 5.1, DEFERRED AMOUNTS ARE CREDITED PURSUANT TO
SECTIONS 4 AND 5.2 AND EARNINGS ARE