1977 STOCK INCENTIVE PLAN
As Amended Through
November 1, 1996
The purposes of the Plan are to provide additional incentive for such Key Employees of the Company, its
subsidiaries and divisions, as may be designated for participation in the Plan, by authorizing payment of incentive
compensation in shares of Common Stock and by encouraging such Key Employees to invest in shares of
Common Stock, thereby furthering their identity of interest with the interest of the Company's stockholders,
increasing their stake in the future growth and prosperity of the Company and stimulating and sustaining
constructive and imaginative thinking; and to enable the Company, by offering comparable incentives, to induce
the employment and continued employment of Key Employees and to compete with other organizations in
attracting and retaining the services of competent executives.
Unless otherwise required by the context, the following terms, when used in the Plan, shall have the meanings set
forth in this section 2.
Amendment Agreement: An agreement entered into between the Corporation and an employee of the
Corporation or a Subsidiary in order to amend a Stock Incentive agreement relating to the Plan.
Board of Directors or Board: The Board of Directors of the Company.
Committee: Such committee or committees as shall be appointed by the Board of Directors to administer the Plan
pursuant to the provisions of section 10.
Common Stock: The Common Stock of the Company, par value $1.00 per share, or such other class of shares
or other securities as may be applicable pursuant to the provisions of section 8.
Company: Ecolab Inc., a Delaware corporation.
Fair Market Value: As applied to any date, shall be the mean of the high and low selling prices of Common
Stock, as reported on the principal stock exchange on which such stock is listed and traded, or if the stock is not
listed on an exchange, then Fair Market Value shall be the mean of the representative bid and as