MANAGEMENT MEMBERS AGREEMENT
DATED AS OF JUNE 11, 2004.
This MANAGEMENT MEMBERS AGREEMENT (the “Agreement”) dated as of June 11, 2004 by and
among Nalco LLC (the “Company”), a Delaware limited liability company and the Persons who are or after the
date hereof become signatories hereto (the “Management Members”).
WHEREAS, the Company is governed by that certain Second Amended and Restated Limited Liability
Company Operating Agreement (the “LLC Agreement”) dated as of May 17, 2004.
WHEREAS, the Management Members will be providing services to the Company or its Affiliates.
WHEREAS, each Management Member will subscribe for and acquire from the Company, and the
Company will issue and sell to each Management Member, the Company’s Class A Units (the “Class A Units”),
Class B Units (the “Class B Units”), Class C Units (the “Class C Units”) and Class D Units (the “Class D Units”;
collectively with the Class A Units, the Class B Units and the Class C Units, the “Units”), in each case in the
amounts set forth on Schedule A to the LLC Agreement, as the same may be amended from time to time;
WHEREAS, it is a condition to the sale of the Units that the Management Members enter into this
WHEREAS, the Management Members will enter into the Registration Rights Agreement; and
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this
Agreement hereby agree as follows:
Management Members’ Representations, Warranties and Agreements
Section 1.01. Units Unregistered. Each Management Member acknowledges and represents that such
Management Member has been advised by the Company that:
(a) the offer and sale of the Units have not been registered under the 1933 Act;
(b) the Units must be held and the Management Member must continue to bear the economic risk of the