THIS AGREEMENT HAVE BEEN
GRANTED AND ISSUED 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 OPTIONEE, 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
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PROVISION OF THIS AGREEMENT IS INCONSISTENT WITH THE TERMS OF THE PLAN, THE
TERMS OF THE PLAN WILL PREVAIL.
9.2
DEFINITIONS.
UNLESS OTHERWISE DEFINED IN
THIS AGREEMENT, THE TERMS CAPITALIZED IN THIS AGREEMENT WILL HAVE THE SAME
MEANING AS GIVEN TO SUCH TERMS IN THE PLAN.
ARTICLE 10.
MISCELLANEOUS.
10.1
BINDING EFFECT.
THIS AGREEMENT WILL BE BINDING
UPON THE HEIRS, EXECUTORS, ADMINISTRATORS, DESIGNATED BENEFICIARIES AND
SUCCESSORS OF THE PARTIES TO THIS AGREEMENT.
10.2
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 LAWS PROVISIONS.
ANY LEGAL PROCEEDINGS 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.
10.3
ENTIRE AGREEMENT.
THIS AGREEMENT (INCLUDING ANY
WRITTEN NOTIFICATION OF THE GRANT OF A PERIODIC OPTION) AND THE PLAN SET FORTH
THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES TO THIS AGREEMENT WITH
RESPECT TO THE GRANT AND EXERCISE OF EACH PERIODIC OPTION AND THE ADMINISTRATION
OF THE PLAN AND SUPERSEDE ALL PRIOR AGREEMENTS, ARRANGEMENTS, PLANS AND
UNDERSTANDINGS RELATING TO THE GRANT AND EXERCISE OF SUCH PERIODIC OPTION AND
THE ADMINISTRATION OF THE PLAN.
10.4
AMENDMENT AND WAIVER.
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.
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The parties to this Agreement have executed this Agreement effective the day and
year first above written.
ECOLAB INC.
By
Timothy P. Dordell
Associate General Counsel - Corporate and
Assistant Secretary
[By execution of this Agreement,
the Optionee acknowledges having
received a copy of the Plan.]
OPTIONEE
(Name)
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