Exhibit 10
Amendment No. 1 to
Transition Agreement
This AMENDMENT NO. 1 TO TRANSITION
AGREEMENT (this “Amendment” ) is entered into as
of January 1, 2006 (the “Effective Date” )
by and between Ecolab Inc., a Delaware corporation with its
principal place of business in St. Paul, Minnesota (the
“Company” ), and Allan L. Schuman (
“Schuman” ).
Recitals
A.
Schuman and the Company entered into
a Transition Agreement dated as of February 28, 2004 (the
“ Transition Agreement ”).
B.
Section 4(a) of the
Transition Agreement provides that, for serving as non-employee
Chairman of the Board of the Company during 2005, “Schuman
shall, during calendar year 2005, receive annual compensation of
$500,000, payable in equal monthly installments on or before the
last day of each month.”
C.
Section 4(c) of the
Transition Agreement provides that “[i]f Schuman shall
continue as Chairman of the Board beyond December 31, 2005 by
mutual agreement of the Board and Schuman, compensation for such
continuing service shall be mutually determined in writing by the
Company and Schuman.”
D.
Section 16(e) provides
that the Transition Agreement “may not be altered or amended,
except by a writing executed by the party against whom such
alteration or amendment is to be enforced.”
E.
The parties desire to enter into
this Amendment to provide (i) for the continuation of Schuman
as non-employee Chairman of the Board of the Company until the
Company’s 2006 Annual Meeting of Stockholders and
(ii) for compensation to Schuman for such continuing service
during a portion of
