CRETEUR MANAGEMENT MEMBERS AGREEMENTLLC Membership Agreement |
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AMENDMENT TO MANAGEMENT MEMBERS AGREEMENT
CONCERNING
NALCO LLC
June 30, 2006
This Amendment to Management Members Agreement (the “Amendment”) is made between Nalco LLC (the “Company” or “Nalco”) and Philippe F. Creteur (“Mr. Creteur”).
Whereas, Nalco LLC and Mr. Creteur entered into a Management Members Agreement dated June 11, 2004 (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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1. |
“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. Creteur 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 be reached as determined by Nalco LLC,
Mr. Creteur 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. Creteur 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. No unvested units held by Mr. Creteur after December 31,
2006 shall vest and Mr. Creteur waives all claims to any unvested units
after December 31, 2006. In all other respects the Management Members
Agreement shall remain unchanged with ass
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