Ecolab Executive Incentive Payment Reimbursement Policy Agreement
This agreement outlines Ecolab's policy requiring executives to repay any annual or long-term incentive payments received as a result of their misconduct, such as violations of the company's Code of Conduct or other fraudulent or illegal activities. If the Board determines that an executive received improper payments due to such misconduct, the executive must return those payments. All executives must agree to this policy in writing. The policy applies to executive officers as defined by the Securities Exchange Act of 1934.
EXHIBIT (10)W
POLICY ON REIMBURSEMENT
OF INCENTIVE PAYMENTS
The Board shall, in all appropriate circumstances and to the extent permitted by governing law, require reimbursement of any improper annual incentive payment or long-term incentive payment to an Executive. If the Board determines any Executive has received an improper payment to the Executive due to such Executive’s Misconduct, the Executive must return the improper payment to the extent it would not have been paid or awarded had the misconduct not occurred. Improper payments can include an incentive payment, a stock grant paid or awarded, or gain from a stock grant. All Executives are required to agree to this policy in writing.
“Misconduct” means any material violation of the Ecolab Code of Conduct or other fraudulent or illegal activity for which the Executive is personally responsible, as determined by the Board.
“Executive” means executive officer for purposes of the Securities Exchange Act of 1934, as amended.
Agreed to this day of
, 20 .
|
| Signature: |
| |
|
|
| ||
|
| Print Name: |
| |
