EXHIBIT (10)E(vii)
AMENDMENT NO. 3 TO
ECOLAB INC. 2001 NON-EMPLOYEE
DIRECTOR
STOCK OPTION AND DEFERRED
COMPENSATION PLAN
(as Amended and Restated
Effective as of May 1, 2004)
WHEREAS, Ecolab Inc. (the
“Company”) adopted an amended and restated 2001
Non-Employee Director Stock Option and Deferred Compensation Plan,
effective as of May 1, 2004 (the
“Plan”);
WHEREAS, the Plan was previously
amended by Amendment No. 1 to address changes required by
Section 409A of the Code and by Amendment No. 2 to effect
certain additional changes relating to exercisability and duration
of Periodic Options granted on or after May 2,
2008;
WHEREAS, the Company wishes to adopt
additional changes to the Plan to comply with the final regulations
issued under Section 409A of the Code; and
WHEREAS, the Company wishes to amend
certain provisions of the Plan relating to future grants of
Periodic Options, and to amend the terms of certain options
currently outstanding under the Plan, in each case to permit
cashless exercises of such options on the terms and conditions
provided below.
NOW THEREFORE, pursuant to the
amending power reserved to the Company’s Board of Directors
by Section 14.1 of the Plan, the Board of Directors adopted
this Amendment No. 3 to the Plan on October 31,
2008.
Section 1
Section 8.1(b) is amended and restated
to read as follows:
“(b)
Time of Distribution . Distribution of a
Participant’s Pre-2005 Sub-Account to a Participant will be
made (to the extent a distribution is in the form of a lump sum) or
commence (to the extent a distribution is in the form of
installments) as soon as administratively practicable after the
next Credit Date after the Participant ceases to be a member of the
Board; provided that if a lump sum distribution from a
Participant’s Share Account would otherwise be made after the
record date for a dividend but before the payment date for such
dividend, the distribution will be delayed and made as soon as
administratively practicable after the earnings credits have been
made to the Share Account pursuant to Section 6.2 on the
payment date of the dividend.
Distribution of a
Participant’s Post-2004 Sub-Account will be made as soon as
administratively practicable but not more than 90 days after the
next Credit Date after the Participant’s Termination of
Service, provided if a lump sum distribution from a
Participant’s Share Account would otherwise be made after the
record date for a dividend but before the payment date for such
dividend, the distribution may be delayed and made as soon as
administratively practicable after the earnings credit has been
made to the Share Account pursuant to Section 6.2 on the
payment date of the dividend, provided the distribution is made
within 90 days after the next Credit Date after the
Participant’s Termination of Service.
