0001104659-04-012685 Sample Contracts

Transition Agreement
Transition Agreement • May 5th, 2004 • Ecolab Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Minnesota

This TRANSITION AGREEMENT (this “Agreement”) is entered into as of February 28, 2004 (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, a resident of Minnesota (“Schuman”).

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EMPLOYMENT AGREEMENT (MANAGEMENT) SCHUMAN ALLAN L. Employee’s Last Name First Name Middle Initial
Employment Agreement • May 5th, 2004 • Ecolab Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Minnesota

Ecolab Inc.’s (“Ecolab”) business is highly competitive and Ecolab has invested considerable sums of money in developing products, equipment, training programs, sales programs, technical service programs and account records for the proper servicing of its customers. You are employed by Ecolab in a management position where you have an opportunity to help shape, supervise and carry out strategic business plans and opportunities for Ecolab. You acknowledge that this Agreement is a condition of eligibility for the Management Incentive Bonus Program or equivalent plan; you will not receive a bonus under such program without signing this Agreement. While employed with Ecolab, you have and will continue to receive valuable training and have been and will be entrusted with sensitive, confidential information about Ecolab. In return, you agree not to use this training and information to unfairly compete against Ecolab. You also agree that the restraints imposed by this Agreement are reasonable

MUTUAL RELEASE BY ALLAN L. SCHUMAN AND ECOLAB INC.
Ecolab Inc • May 5th, 2004 • Soap, detergents, cleang preparations, perfumes, cosmetics

Definitions. The parties intend all words used in this Release to have their plain meanings in ordinary English. Specific terms that are used in this Release have the following meanings:

NON-STATUTORY STOCK OPTION AGREEMENT
Non-Statutory Stock Option Agreement • May 5th, 2004 • Ecolab Inc • Soap, detergents, cleang preparations, perfumes, cosmetics • Minnesota

THIS AGREEMENT is entered into and effective as of this 28th day of February 2004 (the “Date of Grant”), by and between Ecolab Inc. (the “Company”) and Allan L. Schuman (the “Optionee”).

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