EXHIBIT (10)V(iv)
NON-STATUTORY STOCK OPTION
AGREEMENT
THIS AGREEMENT is entered into and effective as
of this day of
,
(the “Date of Grant”), by and between Ecolab Inc. (the
“Company”) and «Firstnamefirst» (the
“Optionee”).
A.
The Company has adopted the Ecolab Inc. 2005 Stock Incentive Plan
(the “Plan”), authorizing the Board of Directors of the
Company, or a committee as provided for in the Plan (the Board or
such a committee to be referred to as the “Committee”),
to grant non-statutory stock options to employees, consultants,
advisors and independent contractors of the Company and its
Subsidiaries.
B.
The Company desires to give the Optionee an inducement to acquire a
proprietary interest in the Company and an added incentive to
advance the interests of the Company by granting to the Optionee an
option to purchase shares of common stock of the Company pursuant
to the Plan.
Accordingly, the parties agree as
follows:
ARTICLE 1. GRANT OF OPTION
.
The Company hereby grants to the
Optionee the option (the “Option”) to purchase
«Long_Type» («Shares») shares (the
“Option Shares”) of the Company’s common stock,
$1.00 par value (the “Common Stock”), according to the
terms and subject to the conditions hereinafter set forth and as
set forth in the Plan. The Option is not intended to be an
“incentive stock option,” as that term is used in
Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”).
ARTICLE 2. OPTION EXERCISE PRICE
.
The per share price to be paid by
Optionee in the event of an exercise of the Option will be
$«Price».
ARTICLE 3. DURATION OF OPTION AND TIME
OF EXERCISE .
3.1
Initial Period of Exercisability . The Option will be
exercisable, on a cumulative basis, as to one-third of the Option
Shares (excluding any fractional portion less than one share), on
each of the first and second anniversaries of the Date of Grant and
as to the remaining Option Shares on the third anniversary of the
Date of Grant. This Option will remain exercisable as to all
unexercised Option Shares until 5:00 p.m. (St. Paul, Minnesota
time) on the tenth anniversary of the Date of Grant (“Time of
Termination”).
3.2
Termination of Employment or Other Service .
(a)
In the event that the Optionee’s employment or other service
with the Company and all Subsidiaries is terminated by reason of
the Optionee’s death or Disability, this Option will become
immediately exercisable in full and will remain exercisable for a
period of five years after such termination (but in no event will
this Option be exercisable after the Time of
Termination).
(b)(i) In
the event that the Optionee’s employment or other service
with the Company and all Subsidiaries is terminated by reason of
the Optionee’s Retirement, then, subject to clause
(ii) hereof, this Option, if it has been outstanding at least
six months from the Date of Grant, will become exercisable in full
immediately prior to such termination and remain exercisable for a
period of five years after such termination (but in no event will
this Option be exercisable after the Time of
Termination);
(ii)
The acceleration of exercisability of the Option provided for in
clause (i) hereof will not occur in the event that the
Optionee has committed an act which constitutes Cause, which shall
be determined by the Committee acting in its sole discretion,
irrespective of whether such action or the Committee’s
determination occurs before or after termination of the
Optionee’s employment with the Company or any
Subsidiary.
(c)
In the event the Optionee’s employment or other service with
the Company and all Subsidiaries is terminated for any reason other
than death, Disability or Retirement, all rights of the Optionee
under the Plan and this Agreement will immediately terminate
without notice of any kind, and this Option will no longer be
exercisable; provided, however that if such termination is due to
any reason other than termination by the Company or any Subsidiary
for Cause, this Option will remain exercisable to the extent
exercisable as of such termination for a period of three months
after such termination (but in no event will this Option be
exercisable after the Time of Termination).
3.3
Change in Control . In the event of a Change in
Control, then this Option, if it has been outstanding for at least
six months from the Date of Grant, will become immediately
exercisable in full and will remain exercisable in accordance with
the provisions of this Agreement.
3.4
Effects of Actions Constituting Cause .
Notwithstanding anything in this Agreement to the contrary, in the
event that the Optionee is determined by the Committee, acting in
its sole discretion, to have committed any action which would
constitute Cause, irrespective of whether such action or the
Committee’s determination occurs before or after termination
of the Optionee’s employment with the Company or any
Subsidiary, all rights of the Optionee under the Plan and this
Agreement shall terminate and be forfeited without notice of any
kind. The Company may defer the
exercise of this Option for up to forty-five
(45) days in order for the Committee to make any determination as
to the existence of Cause.
ARTICLE 4. MANNER OF OPTION
EXERCISE
4.1
Notice . This Option may be exercised by the Optionee
in whole or in part from time to time, subject to the conditions
contained in the Plan and in this Agreement, by delivery, in
person, by facsimile or electronic transmission or through the
mail, to the Company at its principal executive office in St. Paul,
Minnesota (Attention: Sr. Vice President-Human Resources), of
a written notice of exercise. Such notice will be in a form
satisfactory to the Committee, will identify the Option, will
specify t
