Exhibit
10.63
MANAGEMENT MEMBERS
AGREEMENT
CONCERNING
NALCO
LLC
DATED AS OF JUNE 11,
2004.
1
This MANAGEMENT MEMBERS
AGREEMENT (the ‘‘ Agreement ’’)
dated as of June 11, 2004 by and among Nalco LLC (the
‘‘ Company ’’), a Delaware limited
liability company and the Persons who are or after the date hereof
become signatories hereto (the ‘‘ Management
Members ’’).
RECITALS
WHEREAS, the Company is
governed by that certain Second Amended and Restated Limited
Liability Company Operating Agreement (the ‘‘ LLC
Agreement ’’) dated as of May 17, 2004.
WHEREAS, the Management
Members will be providing services to the Company or its
Affiliates.
WHEREAS, each Management
Member will subscribe for and acquire from the Company, and the
Company will issue and sell to each Management Member, the
Company’s Class A Units (the ‘‘ Units
’’), in the amounts set forth on Schedule A to
the LLC Agreement, as the same may be amended from time to
time;
WHEREAS, it is a
condition to the sale of the Units that the Management Members
enter into this Agreement;
WHEREAS, the Management
Members will enter into the Registration Rights Agreement;
and
NOW, THEREFORE, in
consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties to this Agreement hereby
agree as follows:
ARTICLE I
Management
Members’ Representations, Warranties and
Agreements
Section
1.01. Units Unregistered
. Each Management Member acknowledges and
represents that such Management Member has been advised by the
Company that:
