EXHIBIT (10)B
AMENDMENT NO. 1 TO MASTER
AGREEMENT
RELATING TO PERIODIC OPTIONS
GRANTED UNDER THE
ECOLAB INC. 2001 NON-EMPLOYEE
DIRECTOR
STOCK OPTION AND DEFERRED
COMPENSATION PLAN
THIS AMENDMENT NO. 1 TO MASTER
AGREEMENT (the “Amendment”), is entered into and
effective as of this 2nd day of May, 2008, by and between Ecolab
Inc. (the “Company”) and
(the “Optionee”).
A.
The Company has adopted the Ecolab Inc. 2001 Non-Employee Director
Stock Option and Deferred Compensation Plan, as amended and
restated effective as of May 1, 2004 and as further amended as
of January 1, 2005 and May 2, 2008 (the
“Plan”), authorizing the Board of Directors of the
Company, or a committee as provided for in the Plan, to grant from
time to time Periodic Options to Qualified Directors.
B.
The Company and the Optionee have entered into a Master Agreement
Relating to Periodic Options granted under the Plan (the
“Agreement”) setting forth the terms and conditions for
the Periodic Options granted from time to time under the
Plan.
C.
The Board of Directors has approved Amendment No. 2 to the
Plan, which amends certain provisions of the Plan relating to
exercisability and duration of Periodic Options effective for
Periodic Options granted on or after May 2, 2008.
D.
It is necessary for the parties to execute the Amendment so that
the exercisabili
