EXHIBIT (10)U
NON-EMPLOYEE DIRECTOR
COMPENSATION AND BENEFITS SUMMARY
COMPENSATION
Annual Payments
|
Annual Retainer
|
|
$
|
70,000
|
|
|
Committee Chair Fee
|
|
|
|
|
·
Audit
|
|
$
|
15,000
|
/ 7,500 (for other members)
|
|
·
Compensation and Finance
|
|
$
|
10,000
|
|
|
·
Governance / Presiding
Director
|
|
$
|
15,000
|
|
In addition, a number of shares of stock units
are credited annually to each director’s deferred stock unit
account. The Board has fixed the annual value of the stock units to
one-half the value of the annual retainer, or $35,000.
All reasonable travel, telephone and other
expenses incurred on behalf of Ecolab are reimbursable.
Directors may choose, at the time of initial
election to the Board and annually thereafter, to have the portions
of their compensation which are paid in cash deferred into an
interest bearing deferred account or the stock unit
account.
Deferred Accounts
Deferred accounts are of two types:
(i) stock unit accounts which are comprised of stock
equivalents, which increase/decrease with Ecolab’s stock
price and are credited with dividend equivalents; and
(ii) interest-bearing accounts, which are credited with
interest at the prime rate.
Deferred accounts for a director are tax
deferred until the director ceases Board service. At that time, the
proceeds are paid in a lump sum or in equal annual installments for
up to 10 years depending on the director’s election, which
can be made, generally, as late as
