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AMENDMENT TO MANAGEMENT MEMBERS
AGREEMENT
CONCERNING
NALCO LLC
July 14, 2006
This Amendment to Management Members
Agreement (the “Amendment”) is made between Nalco LLC
(the “Company” or “Nalco”) and Mark W.
Irwin (“Mr. Irwin”).
Whereas, Nalco LLC and
Mr. Irwin entered into a Management Members Agreement dated on
or about June 11, 2006 (the “Management Members
Agreement”).
Whereas the parties wish to amend
the Management Members Agreement.
Whereas terms not otherwise defined
herein shall have the meanings indicated in the Management Members
Agreement.
Therefore the parties agree as
follows:
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a.
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“Applicable Percentage” shall be
modified to reflect as follows: (a) that for purposes of the 20%
tranche of B Units scheduled to vest on December 31, 2006,
Mr. Irwin will be permitted the opportunity to vest at 75% of
these 2006 B Units at December 31, 2006, (b) should the required
2006 performance targets for the C units 2006 tranche be reached as
determined by Nalco LLC, Mr. Irwin will be permitted the
opportunity to vest at 75% of both the 20% tranche of 2006 C units
and the 20% tranche of 2005 C units and (c) should the required
2006 performance targets for the D units be reached as determined
by Nalco LLC, Mr. Irwin will be permitted the opportunity to
vest at 75% of both the 20% tranche of 2006 D units and the 20%
tranche of 2005 D units. After December 31, 2006, all vesting
rights relating to the units shall terminate and Mr. Irwin
shall have no further rights in any unvested units. In all other
respects the Management Members Agreement shall remain unchanged
with assumption that Mr. Irwin’s last date of
participation in the Management Equity Program is deemed to be
September 30, 2006, and except as stated herein, all other unvested
units in the Management Equity Program shall terminate on September
30, 2006. Mr. Irwin and Nalco LLC will enter into an agreement
amending the Management Members Agreement.
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b.
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Mr. Irwin and Mr. Irwin’s
successors, assigns, heirs, and agents, and each and all of them,
hereby unconditionally and forever release, acquit, and
discharge
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