AMENDMENT TO MANAGEMENT MEMBERS AGREEMENT CONCERNING NALCO LLC and WILLIAM J. ROE September 28, 2007
AMENDMENT
TO MANAGEMENT MEMBERS AGREEMENT
CONCERNING
NALCO
LLC and XXXXXXX X. XXX
September
28, 2007
This
Amendment to Management Members Agreement (the “Amendment”) is made between
Nalco LLC (the “Company” or “Nalco”) and Xxxxxxx X. Xxx (“Xx.
Xxx”).
Whereas,
Nalco LLC and Xx. Xxx entered into a Management Members Agreement dated on
or
about June 30, 2004 (the “Management Members Agreement”).
Whereas
terms not otherwise defined herein shall have the meanings indicated in the
Management Members Agreement.
Therefore
the parties agree as follows:
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1.
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“Applicable
Percentage” shall be modified to reflect as follows: (a) that
for purposes of the 20% tranche of B Units scheduled to vest on December
31, 2007, Xx. Xxx will vest at 100% of these 2007 B Units at
December 31, 2007 and (b) that for purposes of the 20% tranche of
B Units
scheduled to vest on December 31, 2008, Xx. Xxx will vest at 100%
of these
2008 B Units at December 31, 2008. In all other respects the Management
Members Agreement shall remain
unchanged.
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2.
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Xx.
Xxx and Xx. Xxx’x successors, assigns, heirs, and agents, and each and all
of them, hereby unconditionally and forever release, acquit, and
discharge
the Company, its subsidiaries and affiliates, and each of their respective
officers, directors, stockholders, employees, agents, and attorneys
from
any and all claims, demands, liabilities, and causes of action of
every
kind, nature and description whatsoever whether known or unknown,
or
suspected to exist, which Xx. Xxx ever had or may now have up to
the date
of signing this Agreement, against the Company, or any of them, including,
any claim arising out of or relating to any federal, state, local
or other
government statute, regulation or ordinance of any country, including
but
not limited to the following US laws, Title VII of the Civil Rights
Act of
1964, as amended, the Civil Rights Act of 1991, the Age Discrimination
in
Employment Act, 29 U.S.C. sec. 621 et. seq. as amended by the Older
Workers’ Benefit Protection Act of 1990, the Americans with Disabilities
Act, the Family and Medical Leave Act, the Employee Retirement Income
Security Act, and the Rehabilitation Act of 1973, The Worker Adjustment
and Retraining Notification Act. It is the intention of Xx. Xxx
that in executing this Agreement Xx. Xxx is providing a General Release
and that it shall be an effective bar to each and every claim, demand
and
cause of action, either known or unknown, for all acts, or omissions
of
Nalco occurring prior to and up to the date this Agreement is
executed. Also waived are any rights to attorneys’ fees,
compensation or other recovery as the result of any legal action
brought
by Xx. Xxx or on Xx. Xxx’x behalf by any other party, based on any right
Xx. Xxx has released and waived under this Agreement. Excepted
from this release are claims challenging the validity of this Agreement
under the Age Discrimination in Employment Act. Xx. Xxx’x
release under the Age Discrimination in Employment Act does not apply
to
any claims that arise or may arise based on events that take place
after
the date Xx. Xxx signs this Agreement. Also not released are
any claims Xx. Xxx may have for a) Worker’s Compensation benefits, b)
accrued wages, accrued but unused vacation pay, and accrued commissions,
if any, up to the date of termination, c) any vested pension benefits,
or
d) any right to unemployment benefits. Xx. Xxx agrees never to
institute any lawsuit, complaint, proceeding, grievance or action
of any
kind (at law, in equity or otherwise) in any state or federal court,
or in
any other public or private tribunal, against Nalco on any grounds,
for
any occurrence from the beginning of time to the effective date of
this
Agreement. The only exception to this covenant not to xxx is a
claim that challenges the validity of this Agreement and alleges
age
discrimination. If Xx. Xxx sues Nalco in violation of this
Agreement, then Xx. Xxx shall be liable for Nalco’s actual attorneys’ fees
and other litigation costs incurred in defending such
matter.
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NALCO
LLC
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By:
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/s/
Xxxxxxx X. Xxxxxxxx
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/s/
Xxxxxxx X. Xxx
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Title:
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Vice
President
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Xxxxxxx
X. Xxx
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