Exhibit (10)N
ECOLAB MIRROR SAVINGS PLAN
(As Amended and Restated Effective as of March 1, 2002)
Pursuant to Section 1.3 of the Ecolab Mirror Savings Plan and Section 5.1 of the
Ecolab Inc. Administrative Document for Non-Qualified Benefit Plans (the
"Plan"), Ecolab Inc. (the "Company") hereby amends and restates the Plan in its
entirety to read as follows:
ARTICLE I
PREFACE
SECTION 1.1.
EFFECTIVE DATE.
THE EFFECTIVE DATE OF THIS RESTATEMENT OF THE
PLAN IS MARCH 1, 2002.
THE BENEFIT, IF ANY, PAYABLE WITH RESPECT TO A FORMER
EXECUTIVE WHO TERMINATED EMPLOYMENT PRIOR TO THE EFFECTIVE DATE (AND WHO IS NOT
REHIRED BY A MEMBER OF THE CONTROLLED GROUP THEREAFTER) SHALL BE DETERMINED BY,
AND PAID IN ACCORDANCE WITH, THE TERMS AND PROVISIONS OF THE PLAN AS IN EFFECT
PRIOR TO THE EFFECTIVE DATE.
SECTION 1.2.
PURPOSE OF THE PLAN.
THE PURPOSE OF THIS PLAN IS TO PROVIDE
ADDITIONAL DEFERRED COMPENSATION BENEFITS FOR CERTAIN MANAGEMENT AND HIGHLY
COMPENSATED EMPLOYEES WHO PERFORM MANAGEMENT AND PROFESSIONAL FUNCTIONS FOR THE
COMPANY AND CERTAIN RELATED ENTITIES.
SECTION 1.3.
ADMINISTRATIVE DOCUMENT.
THIS PLAN INCLUDES THE ECOLAB INC.
ADMINISTRATIVE DOCUMENT FOR NON-QUALIFIED PLANS (THE "ADMINISTRATIVE DOCUMENT"),
WHICH IS INCORPORATED HEREIN BY REFERENCE.
ARTICLE II
DEFINITIONS
Words and phrases when used herein with initial capital letters which are
defined in the Savings Plan or the Administrative Document are used herein as so
defined, unless otherwise specifically defined herein or the context clearly
indicates otherwise.
The following words and phrases when used in this Plan
with initial capital letters shall have the following respective meanings,
unless the context clearly indicates otherwise:
SECTION 2.1.
"ACCOUNT" SHALL MEAN THE RECORD MAINTAINED IN ACCORDANCE WITH
SECTION 3.4 BY THE COMPANY FOR EACH EXECUTIVE'S MIRROR SAVINGS BENEFIT.
SECTION 2.2.
"BASE SALARY" SHALL MEAN AN EXECUTIVE'S BASE SALARY FOR THE PLAN
YEAR (INCLUDING, FOR THIS PURPOSE, ANY SALARY REDUCTIONS CAUSED AS A RESULT OF
PARTICIPATION (1) IN AN EMPLOYER-SPONSORED PLAN WHICH IS GOVERNED BY SECTIONS
401(K), 132(F)(4) OR 125 OF THE CODE OR (2) IN THIS PLAN).
SECTION 2.3.
"BONUS." AN EXECUTIVE'S BONUS FOR A PLAN YEAR IS EQUAL TO THE SUM
OF (1) THE ANNUAL CASH INCENTIVE BONUS UNDER THE COMPANY'S MANAGEMENT INCENTIVE
PLAN AND/OR, IF APPLICABLE, THE COMPANY'S MANAGEMENT PERFORMANCE INCENTIVE PLAN,
AND (2) ANY SIMILAR ANNUAL CASH INCENTIVE BONUS UNDER ANY OTHER EQUIVALENT
EMPLOYER-SPONSORED BONUS PROGRAM (AS DETERMINED BY THE ADMINISTRATOR), WHICH, IN
EITHER CASE, IS EARNED WITH RESPECT TO SERVICES PERFORMED BY THE EXECUTIVE
DURING SUCH PLAN YEAR, WHETHER OR NOT SUCH BONUS IS ACTUALLY PAID TO
1
THE EXECUTIVE DURING SUCH PLAN YEAR.
AN ELECTION TO DEFER A BONUS UNDER THIS
PLAN MUST BE MADE BEFORE THE PERIOD IN WHICH THE SERVICE IS PERFORMED WHICH
GIVES RISE TO SUCH BONUS.
SECTION 2.4.
"DEATH BENEFICIARY."
(1)
THE TERM "DEATH BENEFICIARY" SHALL MEAN THE
PERSON OR PERSONS DESIGNATED BY THE EXECUTIVE TO RECEIVE MIRROR SAVINGS BENEFITS
HEREUNDER IN THE EVENT OF HIS DEATH.
THE DESIGNATION OF A DEATH BENEFICIARY
UNDER THE PLAN MAY BE MADE, AND MAY BE REVOKED