NON-EMPLOYEE DIRECTOR COMPENSATION AND BENEFITS SUMMARY
(Revised January 1, 2008)
In addition, a number of shares of stock units are credited annually to each director’s deferred stock unit account.
The Board has fixed the annual value of the stock units to one-half the value of the annual retainer, or $35,000.
All reasonable travel, telephone and other expenses incurred on behalf of Ecolab are reimbursable.
Directors may choose, at the time of initial election to the Board and annually thereafter, to have the portions of
their compensation which are paid in cash deferred into an interest bearing deferred account or the stock unit
Deferred accounts are of two types: (i) stock unit accounts which are comprised of stock equivalents, which
increase/decrease with Ecolab’s stock price and are credited with dividend equivalents; and (ii) interest-bearing
accounts, which are credited with interest at the prime rate.
Deferred accounts for a director are tax deferred until the director ceases Board service. At that time, the
proceeds are paid in a lump sum or in equal annual installments for up to 10 years depending on the director’s
election, which can be made, generally, as late as one year prior to leaving the Board for amounts deferred
before 2005. Amounts deferred in 2005 or later must be paid in a lump sum. Amounts deferred to the interest-
bearing account, are paid in cash. Amounts in the stock unit account are paid in Ecolab stock. Upon death, a
lump sum of any remaining amounts will be paid to the director’s beneficiary.
Stock Option Plan
Directors receive a non-qualified option to purchase a number of shares of Common Stock, as fixed from time-
to-time by the fair market value on such date. The right to exercise the option vests on grant. Currently, the
Board has fixed the value of the annual stock option grant at $55,000.
Options may be exercised for a peri