EXHIBIT (10)D(iv)
AMENDMENT NO. 3 TO
ECOLAB INC. 1995 NON-EMPLOYEE
DIRECTOR
STOCK OPTION PLAN
WHEREAS, Ecolab Inc. (the
“Company”) adopted the 1995 Non-Employee Director Stock
Option Plan, effective as of May 12, 1995 (the
“Plan”);
WHEREAS, the Plan was previously
amended by Amendment No. 1 to extend the term by one year and
by Amendment No. 2 to effect certain additional changes to
expand the means of cashless exercises; and
WHEREAS, the Company wishes to amend
the terms of certain options currently outstanding under the Plan
to permit cashless exercises of such options on the terms and
conditions provided below.
NOW THEREFORE, pursuant to the
amending power reserved to the Company’s Board of Directors
by Section 7 of the Plan, the Board of Directors adopted this
Amendment No. 3 to the Plan on October 31,
2008.
Section 1
Section 5(b)(vi) of the Plan is
amended and restated to read as follows:
“(vi) Payment of
Exercise Price. The total purchase price of the shares
to be purchased upon the exercise of an Option may be paid entirely
in cash (including check, bank draft or money order), by tendering
a broker exercise notice, by tendering, or by attestation as to
ownership of, shares of the Company’s Commo
