0001140361-08-023055 Sample Contracts

NALCO HOLDING COMPANY AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT
2004 Stock Incentive Plan • October 14th, 2008 • Nalco Holding CO • Miscellaneous chemical products • New York

THIS AGREEMENT, is made effective as of October 8, 2008 (the “Date of Grant”), between Nalco Holding Company (the “Company”) and Eric G. Melin (“Melin”).

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SIGN-ON RESTRICTED SHARE AWARD AGREEMENT
Restricted Share Award Agreement • October 14th, 2008 • Nalco Holding CO • Miscellaneous chemical products • Illinois

THIS SIGN-ON RESTRICTED SHARE AWARD AGREEMENT (the “Agreement”), is made effective as of October 8, 2008 (the “Grant Date”), between Nalco Holding Company, a Delaware corporation (the “Company”), and Eric G. Melin (“Melin”).

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