Use these links to rapidly review the document
TABLE OF CONTENTS

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Filed by the Registrant /x/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ /   Preliminary Proxy Statement
/ /   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
/x/   Definitive Proxy Statement
/ /   Definitive Additional Materials
/ /   Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12

Ecolab Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
         
Payment of Filing Fee (Check the appropriate box):
/x/   No fee required
/ /   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
    (1)   Title of each class of securities to which transaction applies:
        

    (2)   Aggregate number of securities to which transaction applies:
        

    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        

    (4)   Proposed maximum aggregate value of transaction:
        

    (5)   Total fee paid:
        

/ /   Fee paid previously with preliminary materials.
/ /   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
    (1)   Amount Previously Paid:
        

    (2)   Form, Schedule or Registration Statement No.:
        

    (3)   Filing Party:
        

    (4)   Date Filed:
        


Ecolab Inc. Logo


Ecolab Inc.
370 Wabasha Street N.
St. Paul, MN 55102-1390
651-293-2233

April 1, 2002

Dear Fellow Stockholder:

You are cordially invited to join us for our Annual Meeting of Stockholders, to be held at 10:00 a.m. on Friday, May 10, 2002 in the Spellman Room at the New York Palace Hotel, 455 Madison Avenue, New York, NY 10022. The Notice of Annual Meeting and the Proxy Statement that follow describe the business to be conducted at the meeting. We urge you to read both carefully.

We hope you plan to attend the meeting. Directions to the meeting site are located on the last page of the Proxy Statement. However, if you will not be able to join us, we encourage you to exercise your right as a stockholder and vote. Please sign, date and promptly return the accompanying proxy card, or make use of either our telephone or Internet voting services. Stockholders not in attendance may listen to a broadcast of the meeting on the Internet. Webcast instructions will be available on-line at www.ecolab.com/investor.

Sincerely,

ALLAN L. SCHUMAN

Allan L. Schuman
Chairman of the Board,
President and Chief Executive Officer



TABLE OF CONTENTS

 
NOTICE OF MEETING
VOTING PROCEDURES
  Voting Shares and Quorum
  Voting by Plan Participants
  Telephone and Internet Voting
  Revoking Your Proxy
  Householding Information
  Vote Tabulation
  Discretionary Voting
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
SECURITY OWNERSHIP OF MANAGEMENT
BOARD COMMITTEES
ELECTION OF DIRECTORS
  Nominees for Election to the Board of Directors — Class I (For a term ending 2005)
  Members of Board of Directors Continuing in Office — Class II (For a term ending 2003)
  Members of Board of Directors Continuing in Office — Class III (For a term ending 2004)
EXECUTIVE COMPENSATION
  Report of the Compensation Committee on Executive Compensation
  Summary Compensation Table
  Option Grants in 2001
  Aggregated Option Exercises in 2001 and December 31, 2001 Option Values
  Comparison of Five-Year Cumulative Total Return
  Pension Plan Table
CERTAIN TRANSACTIONS
STOCKHOLDER AGREEMENT
COMPANY TRANSACTIONS
PROPOSAL TO ADOPT THE ECOLAB INC. 2002 STOCK INCENTIVE PLAN
  Introduction
  Summary of 2002 Plan
  Federal Income Tax Consequences
  Incentive Awards Under the 2002 Plan
  Board of Directors Recommendation
AUDIT COMMITTEE REPORT
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
INDEPENDENT ACCOUNTANT'S FEES
OTHER MATTERS
  Proxy Solicitation
  Future Stockholder Proposals — Deadline for Inclusion in Proxy
  Other Stockholder Proposals/Director Nominations — Deadline for Consideration

i


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 10, 2002

To the Stockholders of Ecolab Inc.:

The Annual Meeting of Stockholders of Ecolab Inc. will be held on Friday, May 10, 2002 at 10:00 a.m. in the Spellman Room at the New York Palace Hotel, 455 Madison Avenue, New York, NY 10022, for the following purposes (which are more fully explained in the Proxy Statement):

The Board of Directors has fixed the close of business on March 19, 2002 as the record date for the determination of stockholders entitled to notice of and to vote at the meeting.

Whether or not you plan to attend the meeting, please complete and return the accompanying proxy in the enclosed envelope. Or, you may vote by telephone or the Internet. If you attend the meeting, you may vote your shares in person even though you have previously returned your proxy by mail, telephone or the Internet.

April 1, 2002

ii



ECOLAB INC.
370 Wabasha Street North, St. Paul, Minnesota 55102

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 10, 2002

This Proxy Statement, which is first being mailed to stockholders on or about April 1, 2002, is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Ecolab Inc., a Delaware corporation (hereinafter called the "Company"), from holders of Common Stock of the Company to be voted at the Annual Meeting of Stockholders to be held at 10:00 a.m. on Friday, May 10, 2002 and at any adjournment thereof.


VOTING PROCEDURES

Voting Shares and Quorum — Holders of Common Stock of record at the close of business on March 19, 2002 will be entitled to vote at the meeting and any adjournment thereof. As of March 19, 2002 the Company had outstanding and entitled to vote 128,881,801 shares of Common Stock. Each of such shares is entitled to one vote on each matter presented at the meeting. The presence at the meeting, in person or by proxy, of the holders of a majority of the issued and outstanding shares of Common Stock entitled to vote, is required for a quorum for the transaction of business. Shares represented by a proxy with instructions to abstain and any shares represented by a limited proxy (i.e., a broker non-vote) will be counted in determining whether a quorum is present.

Voting by Plan Participants — If the stockholder is a participant in the Company's Dividend Reinvestment Plan or a participant in the Company's Employee Stock Purchase Plan, the proxy represents the number of shares held on account of the participant in those plans as well as shares held of record by the participant. With respect to participants and beneficiaries of the Company's defined contribution 401(k) Savings Plan, the proxy also serves as the voting instruction card to the plan trustee and represents the stockholder's proportional interest in shares of Common Stock beneficially held by the trustee.

Telephone and Internet Voting — Stockholders described in the two immediately preceding paragraphs may vote (or in the case of participants and beneficiaries of the Company's defined contribution 401(k) Savings Plan, instruct the trustee) by telephone or the Internet using the instructions indicated on the proxy card. Stockholders who hold shares through a bank or brokerage firm in "street name" also may have the opportunity to deliver voting instructions by telephone or the Internet. Please refer to your proxy/voting instruction form for further information.

Revoking Your Proxy — Proxies in proper form received by the time of the meeting will be voted as specified. A stockholder giving a proxy may revoke it at any time before it is exercised by submitting a written revocation to the Secretary of the Company, submitting a subsequently dated proxy, voting by telephone or the Internet at a later time, or by attending the meeting and voting in person.

Householding Information — Some banks, brokers and other nominee record holders may be participating in the practice of "householding" proxy soliciting material. This means that you and other holders of the Company's Common Stock in your household may not receive separate copies of the Company's Proxy Statement or Annual Report. The Company will promptly deliver an additional copy

1



of either document to any stockholder upon request to: Corporate Secretary, Ecolab Inc., 370 Wabasha Street North, St. Paul, MN 55102; telephone (651) 293-2233; or e-mail investor.info@ecolab.com.

Vote Tabulation

Proposal 1: Election of Directors — The directors shall be elected by a plurality of the votes cast. The four director nominees receiving the highest vote totals will be elected. Shares represented by proxies which contain instructions to "withhold" voting authority on one or more nominees will not affect the election of nominees receiving a plurality of the votes cast. It is intended that proxies solicited by the Board of Directors will (unless otherwise directed) be voted FOR the election of the four nominees named in this Proxy Statement. If, for any reason, any nominee becomes unavailable for election, the proxies solicited by the Board of Directors will be voted FOR such substituted nominee as is selected by the Board of Directors, or the Board of Directors, at its option, may reduce the number of directors to constitute the entire Board.

Proposal 2: Adoption of the Ecolab Inc. 2002 Stock Incentive Plan — The affirmative vote of a majority of the total votes cast by holders of shares present in person or represented by proxy at the Annual Meeting and entitled to vote is necessary for adoption of the 2002 Stock Incentive Plan. In accordance with the By-Laws of the Company, shares represented by a limited proxy (i.e., a broker non-vote) or represented by a proxy with instructions to abstain will not be counted as votes cast for purposes of calculating votes for or against adoption. Unless a contrary choice is specified, proxies solicited by the Board of Directors will be voted FOR adoption of the plan.

Proposal 3: Ratification of Independent Accountants — The affirmative vote of a majority of the total votes cast by holders of shares present in person or represented by proxy at the Annual Meeting and entitled to vote shall constitute ratification of the appointment of PricewaterhouseCoopers LLP. In accordance with the By-Laws of the Company, shares represented by a limited proxy (i.e., a broker non-vote) or represented by a proxy with instructions to abstain will not be counted as votes cast for purposes of calculating votes for or against ratification of the appointment. Unless a contrary choice is specified, proxies solicited by the Board of Directors will be voted FOR ratification of the appointment.

Discretionary Voting — As of the date of this Proxy Statement, the Board of Directors and management know of no other matters to be brought before the meeting in addition to those described herein. Should any other matters properly come before the meeting which call for a vote of the stockholders, the persons named in the accompanying proxy will have discretionary authority to vote all proxies with respect to such matters in accordance with their best judgment.

2



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information as to entities which have reported to the Securities and Exchange Commission ("SEC") or have advised the Company that they are a "beneficial owner," as defined by the SEC rules and regulations, of more than 5% of the Company's outstanding Common Stock.

 
   
  Amount and
Nature of
Beneficial
Ownership

   
 
 
  Name and Address
of Beneficial Owner

  Percent of
Class (1)

 
Class

 


 
Common   Henkel KGaA
Henkelstrasse 67
Postfach 1100
40191 Düsseldorf 13
Germany
  21,679,312 (2) 16.8 %
Common   HC Investments, Inc.
1105 North Market Street
Suite 1300
Wilmington, DE 19899
  14,666,664 (3) 11.4 %
(1)
The percent of class is based on the number of voting shares outstanding as of March 19, 2002.
(2)
As last reported to the SEC by Henkel KGaA on Form 4, filed January 4, 2002. Henkel KGaA is a partnership limited by shares organized under the laws of Germany. The Company understands that the majority of the voting stock of Henkel KGaA is controlled by the members of the Henkel family. Voting shares of the Company beneficially owned by Henkel KGaA are subject to an agreement containing certain restrictions pertaining to, among other things, maximum shareholding, transfer and voting rights. For a description of the agreement, see the information found at page 21 hereof under the heading "Stockholder Agreement."
(3)
HC Investments, Inc., a Delaware corporation, is an indirect, wholly-owned subsidiary of Henkel KGaA. Voting shares of the Company beneficially owned by HC Investments, Inc. are bound by the terms of the agreement between the Company and Henkel KGaA, as described at page 21 hereof.


SECURITY OWNERSHIP OF MANAGEMENT

In general, "beneficial ownership" includes those shares of Common Stock which a director or executive officer has the power to vote or transfer, as well as stock options that are exercisable currently or within 60 days. On March 12, 2002, the current executive officers and the directors of the Company owned, in the aggregate, 3,636,705 shares of Common Stock which is approximately 2.7% of shares outstanding. (As required by SEC disclosure rules, "shares outstanding" for this purpose includes options exercisable within 60 days.) The detail of beneficial ownership is set forth in the following table.

Non-employee directors also have interests in stock units under the Company's 2001 Non-Employee Director Stock Option and Deferred Compensation Plan. The stock units are Common Stock equivalents. The stock units are credited to a deferred stock unit account and will be paid in the form of Common Stock when a director leaves the Board. Although the stock units may not be voted or

3



transferred, they are shown in the table below because they represent part of the total economic interest of the directors in Company stock.

Name of Beneficial Owner

  Amount and Nature of
Beneficial Ownership

  Stock Units
  Total
  Percentage of
Outstanding
Shares
Beneficially
Owned

 


 
Allan L. Schuman   1,642,275 (1)(2) 0   1,642,275   1.2 %
Bruno Deschamps   104,332 (1)(2) 0   104,332   *  
John P. Spooner   382,563 (1)(2) 0   382,563   *  
Richard L. Marcantonio   360,898 (1)(2) 0   360,898   *  
Douglas M. Baker, Jr.   95,367 (1)(2) 0   95,367   *  
Leslie S. Biller   29,510 (2) 6,354   35,864   *  
Jerry A. Grundhofer   14,600 (2) 4,398   18,998   *  
Stefan Hamelmann   3,800 (2) 593   4,393   *  
James J. Howard   48,312 (2) 11,469   59,781   *  
William L. Jews   13,964 (2) 3,861   17,825   *  
Joel W. Johnson   26,799 (2) 7,891   34,690   *  
Jochen Krautter   0   0   0   *  
Ulrich Lehner   3,800 (2) 593   4,393   *  
Jerry W. Levin   42,996 (2) 8,959   51,955   *  
Robert L. Lumpkins   11,587 (2) 2,624   14,211   *  
Current Directors and Executive Officers
      as a Group (19 persons)
  3,636,705 (3)         2.7 %
*
Indicates beneficial ownership of less than 1% of the Company's outstanding stock.
(1)
Includes the following shares held by officers in the Ecolab Savings Plan as of the last Plan report: Mr. Schuman, 12,356; Mr. Deschamps, 189; Mr. Spooner, 1,954; Mr. Marcantonio, 860; and Mr. Baker 3,417.
(2)
Includes the following shares which could be purchased under Company-granted stock options within 60 days from March 12, 2002: Mr. Schuman, 1,333,100; Mr. Deschamps, 102,833; Mr. Spooner, 359,423; Mr. Marcantonio, 337,983; Mr. Baker, 75,857; Mr. Biller, 19,510; Mr. Grundhofer, 2,600; Mr. Hamelmann, 3,800; Mr. Howard, 34,400; Mr. Jews, 13,964; Mr. Johnson, 25,641; Mr. Lehner, 3,800; Mr. Levin, 33,364; and Mr. Lumpkins, 11,187.
(3)
Includes 2,986 shares held by or on behalf of family members of directors and executive officers, 55,599 shares held for executive officers in Company-sponsored employee benefit plans as of the last plan reports, 3,008,338 shares to which these persons have the right to acquire beneficial ownership within 60 days of March 12, 2002, by the exercise of Company-granted stock options and 64,915 shares held by executive officers under Company-granted restricted stock awards which are subject to events of forfeiture.


BOARD COMMITTEES

The business and affairs of the Company are managed under the overall direction of the Board of Directors. To assist it in carrying out its duties, the Board has delegated certain authority to four standing committees: Audit, Compensation, Finance and Governance.

Audit Committee — The current Committee members are Messrs. Howard (Chairman), Jews, Johnson (Vice Chairman) and Lumpkins. The Committee met five times during the past year. In addition, the Committee Chair, as representative of the Committee, discussed the interim financial information contained in each quarterly earnings announcement for the first three calendar quarters of 2001 with the Company's Chief Financial Officer and/or Controller and with the Company's independent accountants prior to the announcement. The full Committee met to discuss the financial information contained in the fourth quarter earnings announcement prior to the announcement.

The Committee, which is composed entirely of non-employee directors, assists the Board of Directors in fulfilling its responsibilities to monitor (a) the quality and integrity of the Company's consolidated financial statements and management's financial control of operations, (b) the independence and performance of the independent accountants, (c) the role and performance of the internal audit function, and (d) the Company's compliance with legal and regulatory requirements. The Committee

4



meets regularly with the Company's management and internal auditors, and with the Company's independent accountants.

The Board of Directors has adopted a written charter for the Audit Committee. A report of the Audit Committee is found under the heading "Audit Committee Report" at page 31 hereof.

The Board of Directors has determined that each member of the Audit Committee is "independent," as independence is defined in Sections 303.01(B)(2)(a) and (3) of the Listing Standards of the New York Stock Exchange, the primary exchange on which the Common Stock of the Company is listed.

Compensation Committee — The current Committee members are Messrs. Biller (Chairman), Grundhofer, Johnson (Vice Chairman) and Levin. The Committee met four times during the past year. The Committee is composed entirely of non-employee directors. The principal functions of this Committee are to review and approve (a) the Company's overall compensation policy and executive salary plan, (b) the base salary of corporate officers, and (c) the design, establishment, amendment and termination of the Company's employee benefit plans and related trusts. The Committee also administers the Company's stock and cash-based incentive (i.e., bonus) plans for executives, and makes recommendations to the Board with respect to the design and establishment of significant long-term executive compensation and benefit plans. Certain actions of the Committee relative to officers of the Company who also serve as directors may be subject to ratification by the Board. To assist the Committee in the design and review of executive compensation programs, the Board has selected and retained an independent compensation consultant who reports directly to the Committee. A report by the Committee on executive compensation is located on pages 11 and 12 hereof.

Finance Committee — The current Committee members are Messrs. Hamelmann, Howard, Jews (Chairman), Lehner and Lumpkins (Vice Chairman). The Committee met four times during the past year. The principal functions of this Committee are to review and make recommendations to the Board concerning (a) management's financial and tax policies and standards, (b) the Company's financing requirements, including the evaluation of management's proposals concerning funding vehicles to meet such requirements, (c) dividends, (d) the Company's capital expenditure budget, and (e) adequacy of insurance coverage. The Committee also evaluates acquisitions and divestitures of businesses from a financial standpoint. The Committee oversees a management committee which is charged with monitoring the performance of trust assets held in the Company's benefit plans and reviews the Company's investor relations program.

Governance Committee — The current Committee members are Messrs. Biller, Grundhofer (Vice Chairman), Hamelmann, Lehner, Levin (Chairman) and Schuman. The Committee met three times during the past year. The Governance Committee (a) reviews and recommends to the Board policies for the composition of the Board, (b) identifies, interviews, evaluates and recommends to the Board prospective director nominees, (c) reviews and makes recommendations to the Board with regard to compensation for Board service, (d) reviews and recommends to the Board changes in the Company's Certificate of Incorporation and By-Laws, (e) reviews and recommends to the Board with respect to Board organization, management succession and corporate governance issues, social responsibility and the Company's environmental practices, (f) leads the Board's Chief Executive Officer evaluation and Board effectiveness review processes, and (g) undertakes projects which do not fall within the jurisdiction of other committees of the Board. Recommendations by stockholders of potential director nominees may be directed to the Governance Committee in care of the Secretary of the Company, at the Company address located at the top of page 1.

5



ELECTION OF DIRECTORS

There were five meetings of the Board of Directors during the year ended December 31, 2001. Each director attended at least 75% of Board and Committee meetings. Overall attendance at Board and Committee meetings was 95%.

Under the Company's Restated Certificate of Incorporation, the number of directors is determined exclusively by the Board. Currently, the Board has fixed the number of directors at 11.

Pursuant to the agreement between the Company and Henkel KGaA ("Henkel") described at page 21 hereof under the heading "Stockholder Agreement," Henkel is entitled to designate a number of persons to be nominated for election to the Company's Board of Directors proportionate to Henkel's shareholding in the Company rounded down to the nearest whole number. As of February 28, 2002, Henkel beneficially owned approximately 28.3% of the Company's outstanding Common Stock and was accordingly entitled to designate three directors. Messrs. Stefan Hamelmann, Jochen Krautter and Ulrich Lehner have been appointed or elected to the Board pursuant to designation by Henkel.

The Board of Directors is divided into three classes. The members of each class are elected to serve a three-year term with the terms of office of each class ending in successive years.

The term of Class I Directors expires with this Annual Meeting of Stockholders. Messrs. Hamelmann, Howard, Levin and Lumpkins are the nominees for election to the Board as Class I Directors. All have previously served as directors of the Company. Class I Directors being elected at the current Annual Meeting will serve until the 2005 Annual Meeting expected to be held in May 2005, or until their successors have been duly elected and qualified. The directors of Class II and Class III will continue in office. The Board of Directors recommends a vote FOR the election of the four nominees named in this Proxy Statement.

The Board of Directors has no reason to believe that any of the named nominees is not available or will not serve if elected.

The following information with regard to business experience has been furnished by the respective directors or nominees or obtained from the records of the Company.



NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS—CLASS I
(FOR A TERM ENDING 2005)



PHOTO

 

STEFAN HAMELMANN,  age 38.

Owner of Franz Hamelmann Baugesellschaft GmbH and Franz Hamelmann Projekt GmbH, privately held construction and development companies. Member of the Henkel family which controls Henkel KGaA, Düsseldorf, Germany, a manufacturer of chemicals, household and personal care products and adhesives. Director of Ecolab since February 2001. Appointed to the Board pursuant to an understanding between the Company and Henkel (see information found at page 6 hereof under the heading "Election of Directors"). Member of the Finance and Governance Committees.

Mr. Hamelmann became a partner at Franz Hamelmann Baugesellschaft GmbH in 1993, serving as sole proprietor since 1997. Appointed as a guest member of the Shareholders' Committee of Henkel KGaA in 1997. Elected to the Henkel Shareholders' Committee in May 1999.

6




PHOTO

 

JAMES J. HOWARD,  age 66.

Chairman Emeritus of Xcel Energy Inc. ("Xcel"), an electricity and natural gas energy company formed by the August 2000 merger of New Century Energy and Northern States Power Company. Director of Ecolab since 1991. Chairman of the Audit Committee and member of the Finance Committee.

Mr. Howard joined Northern States Power as President and Chief Executive Officer in 1987. From 1994 until completion of the merger with New Century Energy, he served as Chairman of the Board, President and Chief Executive Officer of Northern States Power. In August 2000 Northern States Power merged with New Century Energy to form Xcel Energy. Served as Chairman of the Board of Xcel from August 2000 to August 2001 when Mr. Howard was named Chairman Emeritus. Director of Honeywell International Inc., Walgreen Company and NRG Inc. He is also on the Board of Visitors for the University of Pittsburgh, Joseph M. Kats Graduate School of Business.


PHOTO

 

JERRY W. LEVIN,  age 57.

Chairman and Chief Executive Officer of Sunbeam Corporation, a household consumer products company. Director of Ecolab since 1992. Chairman of the Governance Committee and member of the Compensation Committee.

Mr. Levin served in a number of senior executive positions with The Pillsbury Company from 1974 through 1989. In 1989, joined MacAndrews & Forbes Holdings, Inc. which controls Revlon, Inc. and The Coleman Company, among other companies. From 1989 to 1991, was Chairman of The Coleman Company, Inc. Served as President of Revlon, Inc. from 1991 to 1992 and as Chief Executive Officer of Revlon, Inc. and Revlon Consumer Products Corporation from 1992 until January 1997. In February 1997, he was appointed Chairman and Chief Executive Officer of The Coleman Company, Inc. and Chairman of Revlon, Inc. and The Cosmetic Center, Inc. He took his present position with Sunbeam Corporation in June 1998. Director of The Coleman Company, Inc., Revlon, Inc., Sunbeam Corporation and U.S. Bancorp.


PHOTO

 

ROBERT L. LUMPKINS,  age 58.

Vice Chairman and Chief Financial Officer of Cargill, Incorporated, a privately held international marketer, processor and distributor of agricultural, food, financial and industrial products. Director of Ecolab since August 1999. Member of the Audit Committee and the Finance Committee.

Mr. Lumpkins joined Cargill in 1968 and served in various finance and managerial positions. Named President of the Financial Services Division in 1983 and Chief Financial Officer for Cargill Europe, Limited in 1988. Appointed Chief Financial Officer of Cargill in 1989 and elected to Cargill's Board of Directors in 1991. Elected Vice Chairman of Cargill in 1995. Director of Cargill, Incorporated. Also a director of WhereNet Corporation and serves as a trustee of Howard University and of TechnoServe Inc., and as a member of the Advisory Councils of the Stanford Business School and the Notre Dame College of Science.

7




MEMBERS OF BOARD OF DIRECTORS CONTINUING IN OFFICE—CLASS II
(FOR A TERM ENDING 2003)



PHOTO

 

LESLIE S. BILLER,  age 54.

Vice Chairman and Chief Operating Officer of Wells Fargo & Company, a diversified financial services company. Director of Ecolab since 1997. Chairman of the Compensation Committee and member of the Governance Committee.

After holding various positions with Citicorp and Bank of America, Mr. Biller joined Norwest Corporation in 1987 as Executive Vice President in charge of strategic planning and acquisitions for Norwest Banking. Appointed Executive Vice President in charge of South Central Community Banking in 1990. He served as President and Chief Operating Officer of Norwest Corporation from February 1997 until its merger with Wells Fargo in November 1998, when he assumed his current position. Director of Wells Fargo & Company, and VISA U.S.A., Inc.


PHOTO

 

JERRY A. GRUNDHOFER,  age 57.

President and Chief Executive Officer of U.S. Bancorp, a financial services holding company. Director of Ecolab since 1999. Member of the Compensation Committee and the Governance Committee.

Following an extensive career in the commercial banking industry, including serving as Vice Chairman of BankAmerica Corporation, Mr. Grundhofer joined Star Banc Corporation as Chairman of the Board, President and Chief Executive Officer in 1993. In November 1998, Star Banc merged with Firstar Corporation and he assumed the position of President and Chief Executive Officer of Firstar Corporation. In February 2001, following a merger of Firstar Corporation and U.S. Bancorp, Mr. Grundhofer assumed his current position. Director of U.S. Bancorp and The Midland Company. In addition, Mr. Grundhofer serves on the boards of The Ohio National Financial Services, Inc. and The Ohio National Life Insurance Company.


PHOTO

 

JOCHEN KRAUTTER,  age 59

Chief Financial Officer and member of the Management Board of Henkel KGaA, Düsseldorf, Germany a manufacturer of chemicals, household and personal care products and adhesives. Director of Ecolab since March 2002. Appointed to the Board pursuant to an understanding between the Company and Henkel (see information found at page 6 hereof under the heading "Election of Directors").

Mr. Krautter joined Henkel KGaA in 1973 and held various positions in sales, marketing and management. Named to the Executive Board of Henkel in 1992. From 1992 - 1999 he was responsible for Henkel's Surface Technologies Business, Information Systems and Latin America operations. Appointed Chief Financial Officer in May 2000. Member of the Supervisory Boards of BASF Coatings AG and of Dresdner Bank Latin America.

8




PHOTO

 

ALLAN L. SCHUMAN,  age 67.

Chairman of the Board, President and Chief Executive Officer of Ecolab. Director of Ecolab since 1991. Member of the Governance Committee.

Mr. Schuman joined Ecolab in 1957. After service in numerous executive positions including President, Ecolab Services Group from 1988 to 1992, he was named President and Chief Operating Officer of the Company in August 1992 and President and Chief Executive Officer in March 1995. Assumed the additional position of Chairman of the Board in January 2000. During the period January 2001 through February 2002, relinquished the title of President. Director of Xcel Energy Inc. Also serves as a director of Schwan's Sales Enterprises, Inc., The Soap and Detergent Association, the Ordway Center for the Performing Arts, the Guthrie Theater and Chairman of the Capital City Partnership. Trustee of the Culinary Institute of America and of the National Restaurant Association. Member of the Board of Overseers of Carlson School of Management at the University of Minnesota, and the Board of Trustees of Hamline University.


MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE—CLASS III
(FOR A TERM ENDING 2004)



PHOTO

 

WILLIAM L. JEWS,  age 50.

President and Chief Executive Officer of CareFirst, Inc., a health care service holding company, and its affiliated health care services, BlueCross and BlueShield of Maryland, BlueCross and BlueShield of Delaware, BlueCross and BlueShield of the National Capital Area. Director of Ecolab since 1999. Chairman of the Finance Committee and member of the Audit Committee.

Following an extensive career in health administration, Mr. Jews served as President and Chief Executive Officer of Dimensions Health Care Corporation from 1990 to 1993. In 1993, he joined BlueCross and BlueShield of Maryland as President and Chief Executive Officer. Appointed to his current position with CareFirst in January 1998. In November 2001, CareFirst announced an agreement to merge with with WellPoint Health Networks Inc., a national healthcare company. Subject to regulatory approval, the transaction is expected to close during the first half of 2003 at which time Mr. Jews is expected to lead WellPoint's Southeast Region operations. Director of The Ryland Group, Municipal Mortgage and Equity, LLC, Choice Hotels, MBNA, and the Federal Reserve Bank of Richmond.

9




PHOTO

 

JOEL W. JOHNSON,  age 58.

Chairman of the Board, President and Chief Executive Officer of Hormel Foods Corporation, a processor and marketer of meat and food products. Director of Ecolab since 1996. Vice Chairman of the Compensation Committee and the Audit Committee.

Following an extensive career at General Foods Corporation, Mr. Johnson joined Hormel Foods Corporation in 1991 as Executive Vice President—Sales & Marketing. Advanced to President in 1992, Chief Operating Officer and Chief Executive Officer in 1993 and Chairman of the Board in 1995. Director of Hormel Foods Corporation, the Meredith Corporation and U.S. Bancorp. Also a director of The Hormel Foundation, American Meat Institute and Grocery Manufacturers Association as well as a member of Board of Overseers of the Carlson School of Management at the University of Minnesota and the Board of Trustees of Hamilton College.


PHOTO

 

ULRICH LEHNER,  age 55

President and Chief Executive Officer of Henkel KGaA, Düsseldorf, Germany a manufacturer of chemicals, household and per- sonal care products and adhesives. Director of Ecolab since February 2001. Appointed to the Board pursuant to an understanding between the Company and Henkel (see information found at page 6 hereof under the heading "Election of Directors"). Member of the Finance and Governance Committees.

Mr. Lehner joined Henkel KGaA in 1981 and, following three years at Fried Krupp GmbH serving as Head of Controlling Department, returned to Henkel in 1986 as Head of Accounting/Taxes. Named Corporate Vice President, Finance/Controlling in 1994 and promoted to Executive Vice President, Finance/Logistics in 1995. Elected to his current position of President and Chief Executive Officer in May 2000. Director of Novartis AG and also serves as Chairman of the Management Board of Henkel KGaA.

10



EXECUTIVE COMPENSATION


REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors (the "Committee") is composed solely of directors who are not current or former employees of the Company. The Committee is responsible for the overall executive compensation program and reviews each component annually to maintain alignment with the Company's goals and philosophy. The Company's management and independent compensation consultants provide competitive data and assistance to help the Committee carry out its responsibilities. The Board of Directors holds authority to ratify certain actions of the Committee. The Committee intends to make all reasonable attempts to comply with the requirements to exempt executive compensation from the $1 million deduction limitation under Section 162(m) of the Internal Revenue Code, unless the Committee determines that such compliance in given circumstances would not be in the best interests of the Company and its stockholders.

Philosophy — The Committee uses compensation to help communicate desired business results to executives and to influence them to make decisions to produce those results. The program must be competitive to attract, retain and motivate executives, and it must reinforce and complement sound management practices. In addition, the executives' interests must be effectively aligned with those of our stockholders and, to this end, the Committee has developed executive stock ownership guidelines to ensure that executives accumulate a significant ownership stake and are vested in maximizing long-term stockholder returns.

The principal components of the executive compensation program consist of base salary, annual incentives under the Management Incentive Plan or Management Performance Incentive Plan, and long-term incentives in the form of annual stock option awards. The Company no longer grants restricted stock as part of the normal long-term incentive program, but may make grants on a selective basis to executives and key employees in connection with promotions and for recruitment and retention purposes. The Company's philosophy is to position the aggregate of these components at a level that is commensurate with the Company's size and performance relative to a broad range of general industry manufacturing and service companies. The Committee periodically reviews the reasonableness of total compensation levels and mix using public information from comparator company proxy statements and survey information from credible third-party general industry surveys.

Base Salary — The Committee reviews the base salary of executive officers on an annual basis in light of relevant market data and individual performance to determine whether an increase is appropriate. For the most recent fiscal year, base salary increases for executive officers other than the Chief Executive Officer averaged 7.8% excluding promotions. The Committee established a base salary of $875,000 for the Chief Executive Officer representing a 9.4% increase over the prior fiscal year. The increase was based on the Committee's assessment of the Chief Executive Officer's performance in the most recent fiscal year.

Management Incentive Plan (MIP)/Management Performance Incentive Plan (MPIP) — The MIP is a cash-based annual incentive plan that focuses executives' attention on achieving competitive annual business goals. The Committee, with input from management, sets specific performance goals at the beginning of each year and communicates them to the Company's executives. A mix of corporate and business unit goals is used to assure that executives have a reasonable measure of control over the factors affecting their awards. For the most recent fiscal year, these performance goals were based principally on earnings per share and business unit operating income and revenue goals. Target award opportunities for executive officers, other than the Chief Executive Officer, ranged from 35% to 60% of base salary. Final awards can range from 0% to 200% of the target award based on overall Company, business unit and individual performance.

The MPIP is a stockholder approved plan that is similar to the MIP, except that it is intended to qualify for the performance-based exception to the $1,000,000 deduction limitation under Section 162(m) of the Internal Revenue Code. For the most recent fiscal year, the Committee selected the Chief Executive

11



Officer as the sole participant in the MPIP and established a maximum award payment opportunity equal to 250% of base salary based on the attainment of pre-established diluted earnings per share goals.

The Committee, in general, makes awards based strictly on the level of achievement against pre-established goals. Under the MIP, the Committee may, in its sole discretion, make awards at a level higher or lower than that determined by strict application of achievement against goals based upon such other business and individual performance criteria as the Committee determines appropriate. Under the MPIP, however, the Committee may make awards only at a level that is at or lower than the level determined by strict application of achievement against goals.

For the most recent fiscal year, threshold levels of corporate performance were not attained under the MIP or MPIP, and as a result, aggregate award payments were down over 50 percent from the prior fiscal year. Individual award payments were allocated to executive officers, other than the Chief Executive Officer, based on the performance of certain business units, certain award guarantees made in connection with new job assignments, and a discretionary assessment of individual performance in light of the challenging economic environment. The Committee awarded to the Chief Executive Officer, separate from the MPIP which did not fund, a discretionary bonus payment of $200,000 based on overall Company performance for the most recent fiscal year and a special payment of $1,000,000 in recognition of his significant personal efforts and contributions in regard to the transaction whereby the Company acquired a 100% interest in the Henkel-Ecolab joint venture.

Long-Term Incentives — The Committee uses annual grants of stock options to deliver a competitive compensation package that motivates executives to make decisions that will increase the value of Company stock, thus providing an appropriate focus on the long-term growth of the Company. When executives deliver sustained superior returns to stockholders by outperforming the general industry, they can increase their own compensation accordingly.

Stock options are granted annually under a shareholder approved plan with exercise prices not less than the fair market value of the Company's common stock on the date of grant, providing no value to the executive unless the Company's stock price increases after the grants are made. Except for the premium-priced stock option awards discussed below, stock options granted during the most recent fiscal year have a 10-year exercise term and vest ratably on the first three anniversaries of the date of grant, subject to accelerated vesting in the event of certain terminations of employment or a defined change-in-control of the Company. Stock options granted to plan participants, including executive officers, may be transferred to defined family members or legal entities established for their benefit, and provide for a one-time automatic grant of a reload stock option if the optionee exercises the original stock option by tendering shares of previously owned common stock of the Company. The reload stock option is for the same number of shares tendered to exercise the original stock option and withheld to satisfy minimum statutory tax obligations, has an exercise price equal to the fair market value of the Company's common stock on the reload grant date, and is immediately exercisable at any time during the remaining exercise term of the original stock option. The stock option award to the Chief Executive Officer for fiscal year 2001 was made consistent with the provisions discussed above.

In fiscal years 1998 through 2001, the Committee made special grants of premium-priced stock options to a select group of executives. The purpose of the grants was to incent the achievement of the growth goals established by the Company's strategic business plan. These options vested in February 2001 (options granted in 2001 vested six-months after grant) and have a term ending in May 2003.

Conclusion — The Committee believes that executive compensation policies and programs described in the report serve the interests of stockholders and the Company effectively. The various pay vehicles utilized maintain an appropriate balance between motivating achievement of short-term goals and strategically leading the Company in a direction to provide long-term success. The Committee will continue to monitor the effectiveness of the Company's total compensation program to ensure that it meets the needs of the Company.

     
Leslie S. Biller
Jerry A. Grundhofer
  Joel W. Johnson
Jerry W. Levin

12



SUMMARY COMPENSATION TABLE

The following table shows cash and non-cash compensation for each of the last three years ended December 31 for the Company's Chief Executive Officer and for the next four most highly-compensated executive officers who were serving in those capacities at December 31, 2001.

 
   
  Annual Compensation

  Long Term Compensation Awards

   
 
   
 


 


   
Name and Principal Position
  Year
  Salary(1)
($)

  Bonus(1,2)
($)

  Other Annual Compensation(3)
($)

  Restricted Stock Award(s)(4)
($)

  Securities Underlying Options(5)
(#)

  All Other Compensation(6)
($)




Allan L. Schuman,
Chairman of the Board,
President and Chief
Executive Officer
  2001
2000
1999
  $
$
$
875,000
800,000
750,000
  $
$
$
1,200,000
1,500,000
1,200,000
(7)

$
$
$
81,458
185,857
80,667
 

$
-0-
-0-
520,000
  350,000
330,000
250,000
  $
$
$
62,250
69,000
58,500

Bruno Deschamps, Former
President and Chief
Operating Officer (8)

 

2001
2000
1999

 

$


550,000


 

$


630,000


(9)


$


377,578


 

 

-0-


 

298,500


 

$


24,625


John P. Spooner,
President—
International

 

2001
2000
1999

 

$
$
$

450,000
375,000
375,000

 

$
$
$

247,500
225,000
223,600

(10)


$
$
$

322,590
10,109
145

 



$

-0-
-0-
123,200

 

55,000
75,000
20,350

 

$
$
$

20,925
18,000
17,958

Richard L. Marcantonio,
President—
Industrial and
Service Sectors

 

2001
2000
1999

 

$
$
$

400,000
360,000
350,000

 

$
$
$

150,000
250,000
200,200

 


$

-0-
13,491
-0-

 

$

$

53,651
-0-
128,000

 

55,000
85,000
20,500

 

$
$
$

16,500
18,300
16,506

Douglas M. Baker,
President—
Institutional
Sector(11)

 

2001
2000
1999

 

$


290,000


 

$


112,000


 

$


110,115


 

 

-0-


 

80,000


 

$


12,060

(1)
Includes amounts deferred under Section 401(k) of the Internal Revenue Code, pursuant to the Company's Savings Plan, amounts deferred under a non-qualified deferred compensation plan maintained by the Company for a select group of executives and salary reductions per
Section 125 of the Internal Revenue Code.
(2)
Represents annual cash awards, including awards under the Company's Management Incentive Plan ("MIP") and, if applicable, the Company's Management Performance Incentive Plan ("MPIP"). The MIP and MPIP are discussed at page 11 hereof in the "Report of the Compensation Committee on Executive Compensation."
(3)
Represents payment by the Company of: (i) certain perquisites for Messrs. Schuman, Deschamps, Spooner and Baker including, (a) in the case of Mr. Schuman, payment of life insurance premiums ($36,729) and a Company automobile ($24,130), (b) payment of certain relocation expenses and allowances in the case of Messrs. Deschamps ($326,190), Spooner ($208,148) and Baker ($76,533) in connection with company transfers, and (ii) certain payroll taxes on items reported in this column. In addition, the Company maintains supplemental long-term disability benefits for a select group of executives, which benefits are self-funded. No specific allocation of cost is made to any named executive officer prior to the occurrence of a disability.
(4)
Represents the cumulative dollar value of restricted stock awards during the calendar year based on the closing market price of the Company's Common Stock on the date of grant. The recipients receive dividends declared on, and have voting power over, the restricted shares. The value and number of the aggregate shares of restricted stock held by the named executive officers at December 31, 2001 were as follows: Mr. Schuman, $261,625 with 6,500 shares; Mr. Spooner, $61,985 with 1,540 shares; Mr. Marcantonio, $64,400 with 2,900 shares and Mr. Baker, $20,125 with 500 shares.

13


(5)
Includes for Mr. Deschamps and Mr. Baker certain premium-priced options which offer no gain to the optionee until the stock price exceeds $49.00.

(6)
Amounts reported for 2001 represent: (i) the maximum matching contribution of $5,100 made by the Company to each of the named executive officers under the Company's defined contribution 401(k) Savings Plan available generally to all employees; and (ii) the matching contributions made or to be made by the Company on base salary and bonus earned in respect of 2001 which the executive elected to defer under a non-qualified mirror 401(k) deferred compensation plan maintained by the Company for a select group of executives, in the following
amounts: Mr. Schuman, $57,150; Mr. Deschamps, $19,525; Mr. Spooner, $15,825;
Mr. Marcantonio, $11,400; and Mr. Baker $6,960.

(7)
The bonus for Mr. Schuman was comprised of a special discretionary payment of $200,000, separate from the regular MPIP which did not fund, based on 2001 Company performance and a $1,000,000 special payment relating to the transaction whereby the Company acquired a 100% interest in the Henkel-Ecolab joint venture. These payments are described at page 12 hereof in the "Report of the Compensation Committee on Executive Compensation."

(8)
Mr. Deschamps became President and Chief Operating Officer on January 1, 2001 and resigned from that position effective March 1, 2002.

(9)
The bonus for Mr. Deschamps is comprised of a one-time signing bonus of $300,000 and a guaranteed bonus for 2001.

(10)
The bonus for Mr. Spooner was guaranteed for 2001.

(11)
Mr. Baker became an executive officer on January 1, 2001.

14



OPTION GRANTS IN 2001

 
  Individual Grants

  Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation
for Option Term(1)





Name
  Number of
Securities
Underlying
Options
Granted(2)
(#)

  Percent of
Total
Options
Granted to
Employees
in 2001

  Exercise or
Base Price
($/Sh)

  Expiration
Date

  0%
($)

  5%
($)

  10%
($)





Allan L. Schuman

 

350,000

 

13.3

%

$

37.92

 

12/06/11

 

-0-

 

$

8,361,360

 

$

21,102,480

Bruno Deschamps

 

143,500
55,000
100,000

 

5.5
2.1
3.8

%
%
%

$
$
$

43.905
49.00
37.92

 

01/01/11
05/20/03
12/06/11

 

-0-
-0-
-0-

 

$

$

3,969,232
-0-
2,388,960

 

$
$
$

10,017,584
115,427
6,029,280

John P. Spooner

 

55,000

 

2.1

%

$

37.92

 

12/06/11

 

-0-

 

$

1,313,928

 

$

3,316,104

Richard L. Marcantonio

 

55,000

 

2.1

%

$

37.92

 

12/06/11

 

-0-

 

$

1,313,928

 

$

3,316,104

Douglas M. Baker, Jr.

 

25,000
55,000

 

1.0
2.1

%
%

$
$

49.00
37.92

 

05/20/03
12/06/11

 

-0-
-0-

 


$

-0-
1,313,928

 

$
$

52,467
3,316,104
(1)
The dollar amounts under these columns are the results of calculations at the 0%, 5% and 10% compounded growth rates set or permitted by the SEC for the purposes of this table over a period equal to the term of the option. These rates and amounts are not intended to forecast possible future price appreciation of the Company's Common Stock. No gain to the optionees is possible without an increase in stock price.

(2)
In general, options granted in 2001 become exercisable cumulatively at the rate of 33, 67 and 100% on each anniversary of the date of grant and become exercisable earlier upon the holder's retirement under the Company's pension plan or upon a change in control of the Company. However the premium priced options having an exercise price of $49.00 vested six months after grant. The non-premium priced option may be transferred to defined family members or legal entities established for their benefit, and provide for a one-time automatic grant of a reload stock option if the optionee exercises the original stock option by tendering shares of previously owned common stock of the Company. The reload stock option is for the same number of shares tendered to exercise the original stock option and withheld to satisfy minimum statutory tax obligations, has an exercise price equal to the fair market value of the Company's common stock on the reload grant date, and is immediately exercisable at any time during the remaining exercise term of the original stock option.

15



AGGREGATED OPTION EXERCISES IN 2001 AND
DECEMBER 31, 2001 OPTION VALUES

 
   
   
  Number of
Securities Underlying
Unexercised Options at
December 31, 2001

  Value of Unexercised
In-the-Money Options at
December 31, 2001(2)

 
   
   
 


 


Name

  Shares Acquired
on Exercise
(#)

  Value
Realized(1)
($)

  Exercisable
(#)

  Unexercisable
(#)

  Exercisable
($)

  Unexercisable
($)





Allan L. Schuman

 

393,600

 

$

11,636,740

 

1,533,100

 

727,500

 

$

13,635,381

 

$

1,786,734

Bruno Deschamps

 

-0-

 

 

-0-

 

55,000

 

243,500

 

 

-0-

 

$

260,500

John P. Spooner

 

60,000

 

$

1,624,850

 

359,423

 

118,927

 

$

2,634,347

 

$

263,836

Richard L. Marcantonio

 

-0-

 

 

-0-

 

337,983

 

126,917

 

$

1,648,072

 

$

277,394

Douglas M. Baker, Jr.

 

-0-

 

 

-0-

 

75,857

 

85,543

 

$

880,343

 

$

181,359

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
(1)
Represents the difference between the fair market value of the Company's Common Stock on the exercise date and the exercise price of the option.

(2)
Represents the difference between the fair market value of the Company's Common Stock as of December 31, 2001 and the exercise price of the option.

16



COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN(1)

Prior to 2001, the Company was included in the Standard & Poor's Chemicals (Specialty) Index. Following adoption by Standard & Poor's of its new Global Industry Classification Standard, the Company was reclassified by Standard & Poor's into the Specialty Chemicals sub-industry of the Standard & Poor's Materials Sector.

The graph below compares the cumulative total shareholder return on the Company's Common Stock for the five calendar years ended December 31, 2001, with the cumulative total return on the Standard & Poor's 500 Index, the Standard & Poor's Chemicals (Specialty) Index and the Standard & Poor's Specialty Chemicals sub-industry, over the same periods (assuming the investment of $100 in the Company's Common Stock, the Standard & Poor's 500 Index, the Standard & Poor's Chemicals (Specialty) Index and the Specialty Chemicals sub-industry on January 1, 1997, and reinvestment of all dividends).

5-YEAR RETURN GRAPH


(1)
Total return calculations prepared by Standard & Poor's Compustat.

17



PENSION PLAN TABLE

Average
Annual
Earnings
During
The Highest
Five
Continuous
Years of
Eligible
Service

   
   
   
   
   
   
   
   
  Combined Annual Retirement Income from the
Plans with Years of Service

 



  10 Years

  15 Years

  20 Years

  25 years

  30 Years

  35 Years

  40 Years

  45 Years

 
$ 400,000   $ 80,000   $ 120,000   $ 160,000   $ 200,000   $ 240,000   $ 240,000   $ 240,000   $ 240,000
  500,000     100,000     150,000     200,000     250,000     300,000     300,000     300,000     300,000
  600,000     120,000     180,000     240,000     300,000     360,000     360,000     360,000     360,000
  700,000     140,000     210,000     280,000     350,000     420,000     420,000     420,000     420,000
  800,000     160,000     240,000     320,000     400,000     480,000     480,000     480,000     480,139
  900,000     180,000     270,000     360,000     450,000     540,000     540,000     540,000     540,889
  1,000,000     200,000     300,000     400,000     500,000     600,000     600,000     600,000     601,639
  1,100,000     220,000     330,000     440,000     550,000     660,000     660,000     660,000     662,389
  1,200,000     240,000     360,000     480,000     600,000     720,000     720,000     720,000     723,139
  1,300,000     260,000     390,000     520,000     650,000     780,000     780,000     780,000     783,889
  1,400,000     280,000     420,000     560,000     700,000     840,000     840,000     840,000     844,639
  1,500,000     300,000     450,000     600,000     750,000     900,000     900,000     900,000     905,389
  1,600,000     320,000     480,000     640,000     800,000     960,000     960,000     960,000     966,139
  1,700,000     340,000     510,000     680,000     850,000     1,020,000     1,020,000     1,020,000     1,026,889
  1,800,000     360,000     540,000     720,000     900,000     1,080,000     1,080,000     1,080,000     1,087,639
  1,900,000     380,000     570,000     760,000     950,000     1,140,000     1,140,000     1,140,000     1,148,389
  2,000 000     400,000     600,000     800,000     1,000,000     1,200,000     1,200,000     1,200,000     1,209,139
  2 100,000     420,000     630,000     840,000     1,050,000     1,260,000     1,260,000     1,260,000     1,269,889
  2,200,000     440,000     660,000     880,000     1,100,000     1,320,000     1,320,000     1,320,000     1,330,639

The preceding table shows the estimated annual benefits payable under the Company's non-contributory qualified defined benefit Pension Plan, the Company's non-contributory non-qualified defined benefit Mirror Pension Plan and the Company's Supplemental Executive Retirement Plan (based upon a 15-year period certain for the supplemental retirement benefit and a straight life annuity for both the qualified and non-qualified pension benefits) following retirement at age 65 for sample covered compensation amounts and lengths of plan participation, without regard to vesting and offsets, if any, for benefits under the Savings Plan or any predecessor plans and Social Security. At the end of 15 years, payment of amounts attributable solely to the Supplemental Executive Retirement Plan cease. The amounts shown in the preceding table which are attributable to the Supplemental Executive Retirement Plan would be reduced by $9,216, which is the amount attributable to 50% of the primary Social Security annual retirement benefit, based upon 2001 maximum levels for retirement in 2001 at age 65, and by annuitized amounts presumed to be paid from the Company's matching contribution made prior to July 1, 1994 under the Company's Savings Plan and a former profit-sharing plan of the Company.

The table does not show the additional "past service benefit" provided under the Supplemental Executive Retirement Plan to eligible executives who are unable to earn the maximum supplemental benefit by retirement at or after age 65 because the executive was hired by the Company after age 35. The past service benefit would add an additional benefit of 1% of the difference between covered compensation at retirement and annualized earnings at the time of joining the Company ("first year earnings") for each year by which the executive's age at date of hire exceeded 35. Messrs. Deschamps, Spooner and Marcantonio are currently subject to these provisions and their first year earnings and estimated years of service creditable as past service are as follows: Mr. Deschamps, $550,000 with 14.45 years; Mr. Spooner, $365,000 with 12.93 years; and Mr. Marcantonio, $321,233 with 12.85 years.

18


Applicable approximate covered compensation and credited years of service as of December 31, 2001 for the combined pensions and supplemental executive retirement benefits for the individuals named in the Summary Compensation Table at page 13 hereof are as follows: Mr. Schuman, $1,811,000 with 44.2 years; Mr. Deschamps, $550,000 with 1 year; Mr. Spooner, $540,068 with 7 years; Mr. Marcantonio, $556,042 with 4 years; and Mr. Baker, $263,618 with 12 years.

Covered compensation is based on the executive officer's average annual earnings during the five continuous years of highest earnings. In general, there is no material variation between compensation used to determine covered compensation and the base salary and bonus compensation of executive officers as reported in the Summary Compensation Table at page 13 hereof.

Severance Policy and Severance Agreements — The Company has adopted a Change in Control Severance Compensation policy (the "Policy"). The Policy applies to elected officers of the Company, which includes each named executive officer listed in the Summary Compensation table on page 15. The Policy, in general, runs until the later of either two years after a notice of termination of the Policy is given by the Board of Directors or, if a change in control has occurred, two years after a change in control.

Under the Policy, if within two years following a change in control the officer's employment with the Company is terminated without Just Cause (as defined in the Policy) or the officer voluntarily terminates his/her employment for Good Reason (as defined in the Policy), the officer is entitled to a severance payment. The severance payment is paid in a lump sum and is equal to the aggregate of (i) two times the sum of the officer's base salary plus target annual bonus; and (ii) a pro-rated portion of the target annual bonus for the year of termination. The officer also is entitled to payment of reasonable outplacement service fees up to 20% of base salary and continuation, for up to 18 months, of medical and dental health coverage at the cost the officer paid prior to termination of employment. It is a condition of the payment of such benefits that the officer provide the Company with a release from claims against the Company.

In addition, the Company's non-qualified deferred compensation plans provide that the interests of participants shall vest and become non-forfeitable upon a change in control of the Company. Each named executive officer listed in the Summary Compensation table on page 13 participates in such deferred compensation plans.

For the purpose of the Policy, and the defined compensation plans, the term "change in control" has the same meaning given it in the discussion found at page 27 hereof under the heading "Change in Control of the Company."

Mr. Bruno Deschamps resigned as President and Chief Operating Officer of the Company effective March 1, 2002. In connection with the resignation, Mr. Deschamps and the Company entered into a Separation Agreement effective March 11, 2002 (the "Separation Agreement"). The Separation Agreement provides, among other things, that:

19



Certain statutory rescission rights apply following Mr. Deschamps termination of employment.

Director Remuneration — Members of the Board of Directors who are not employees of the Company are paid an annual retainer of $24,000 and a fee of $1,200 for each Board or committee meeting they attend. Committee chairs each receive an additional fee of $6,000 per annum. Non-employee directors also receive $25,000 annually in the form of stock units (which are described under the heading "Security Ownership of Management" at page 3 hereof). In addition, non-employee directors receive stock options having an economic value (as determined by the Board) of $55,000.

Non-employee directors may elect to defer some, or all, of the cash portion of their director's fees until cessation of Board service. Deferred amounts either earn interest at market rates or are invested in the stock unit account at the election of the director. Upon cessation of Board service, deferred amounts (whether in the interest-bearing account or in the stock unit account) are paid in a lump sum or in equal installments to a maximum of ten years as elected by the director.

Non-employee directors may also elect to convert their cash compensation and their $25,000 stock unit compensation into elective stock options. The value converted purchases options having a face value (i.e., the product of (i) the market price of the stock on the date of grant and (ii) the number of options) equal to four times the amount so converted.

The options granted to Directors may be transferred to defined family members or legal entities established for their benefit, and provide for a one-time automatic grant of a reload stock option if the optionee exercises the original stock option by tendering shares of previously owned common stock of the Company. The reload stock option is for the same number of shares tendered to exercise the original stock option and has an exercise price equal to the fair market value of the Company's common stock on the reload grant date, and is immediately exercisable at any time during the remaining exercise term of the original stock option.


CERTAIN TRANSACTIONS

On November 30, 2001, the Company acquired the 50 percent of the Henkel-Ecolab joint venture ("Henkel-Ecolab") which the Company did not own, from its joint venture partner, Henkel KGaA, Düsseldorf, Germany ("Henkel") for a purchase price of 483,631,000 Euro (approximately $433,000,000 at November 30, 2001 exchange rates), subject to adjustment for post-closing adjustments and indemnity claims ("Purchase Price"). The acquisition is referred to herein as the "Transaction."

Henkel-Ecolab provides cleaning and sanitizing systems and service solutions to institutional and industrial companies throughout Europe.

The Company paid the Purchase Price by issuing Euro-denominated notes to Henkel or its affiliates (the "Notes"). The Notes bore interest at a rate per annum of 3.73708 percent. The Company paid the Notes in their entirety by December 19, 2001.

As a part of the Transaction, Henkel agreed to continue for up to two years, subject to mutually agreed year-to-year extensions, to provide to the Company's European businesses certain services and products which Henkel previously provided to Henkel-Ecolab prior to the Transaction on financial and other terms substantially similar to those in place prior to the closing of the Transaction. These include

20


leased office space; certain accounting, finance, payroll, human resources, information and other administrative services and contract manufacturing and supply agreements.

Pursuant to an Intellectual Property Agreement entered into in connection with the Transaction: (i) Henkel transferred certain trademarks and patents used by Henkel-Ecolab to the Company and the Company granted a perpetual royalty-free license back to Henkel to use such transferred intellectual property outside of the cleaning and sanitizing field; and (ii) Henkel granted a perpetual (in a limited number of cases, the license for certain trademarks is limited to five years) royalty-free license to the Company to use certain other trademarks, patents and technology used by Henkel-Ecolab which were not transferred to the Company.


STOCKHOLDER AGREEMENT

In a January 4, 2002 filing with the SEC, Henkel KGaA reported that Henkel and its affiliates owned 36,345,976 shares of the Company's Common Stock as set forth in the table of Security Ownership of Certain Beneficial Owners located at page 3 hereof.

Henkel's equity ownership in the Company is subject to an agreement ("Stockholder's Agreement") containing certain restrictions pertaining to, among other things, Henkel's acquisition, transfer and voting rights of the Company's Common Stock. Generally, the Stockholder's Agreement terminates when Henkel owns less than two percent of the Company's voting shares. Pursuant to the Stockholder's Agreement, Henkel is precluded from acquiring more than 35 percent of the Company's outstanding Common Stock or from acting, alone or in concert with others, to control or influence the Company.

Henkel may sell its shares of the Company's Common Stock under certain conditions specified in the Stockholder's Agreement subject to the Company's right of first refusal. In addition, Henkel has agreed to vote its shares in the case of election of directors of the Company, certain stockholder proposals, Company compensation and certain matters pertaining to the independent publicly traded nature of the Company, in accordance with the recommendations or directions of the Board. In all other cases, except with respect to certain "strategic transactions," Henkel may vote, at its option, either in accordance with the recommendation of the Board or pro rata in the same manner and proportion that votes of the stockholders of the Company (other than Henkel and officers or directors of the Company) have been cast. Any vote with respect to "strategic transactions" (an increase in the authorized shares or an amendment to the Certificate of Incorporation, as well as a disposition, recapitalization, liquidation or consolidation of the Company or other transactions which could reasonably be expected to have a material effect upon Henkel's investment in the Common Stock) may be cast at Henkel's sole discretion. Henkel also is entitled to designate nominees for election to the Company's Board of Directors proportionate to the percentage of its holding of voting securities in the Company (rounded down to the nearest whole number). Currently, Henkel has designated for election three of the Company's directors. Those directors are: Stefan Hamelmann, Jochen Krautter and Ulrich Lehner. Further information concerning Henkel directorships is found at page 6 hereof under the heading "Election of Directors."

In addition, the Stockholder's Agreement provides that beginning after 2011 Henkel will be permitted to make proposals to the Company's Board of Directors to acquire all, but not less than all, of the Company's outstanding voting shares at certain times, and under terms and conditions set forth in the Stockholder's Agreement.


COMPANY TRANSACTIONS

During 2001, the Company sold products and services in the amount of approximately $507,000 to Henkel or its affiliates, and purchased products and services in the amount of approximately $4,628,000 from Henkel or its affiliates. The sales were made at prices comparable to prices charged to other customers and the Company believes that the amounts paid for products and services purchased were comparable with prices charged by other suppliers for similar products.

21



As a part of the transaction with Henkel in which the former Henkel-Ecolab joint venture was formed in 1991, and pursuant to purchases subsequent thereto, the Company has acquired Henkel's industrial and institutional cleaning and sanitizing businesses in approximately 25 countries outside of Europe. During 2001, these acquired businesses, (now owned by the Company) paid Henkel or its affiliates approximately $217,000 for administrative services and approximately $2,613,000 for products under supply arrangements. These payments were in addition to the purchases made by the Company referenced in the above paragraph.


PROPOSAL TO ADOPT THE ECOLAB INC. 2002 STOCK INCENTIVE PLAN

Introduction

On February 22, 2002, the Board of Directors adopted the Ecolab Inc. 2002 Stock Incentive Plan (the "2002 Plan"), subject to stockholder approval at the Annual Meeting.

The 2002 Plan allows the Company to award eligible recipients:


Incentive Options and Non-Statutory Options are collectively referred to herein as "Options," and Options, Restricted Stock Awards and Performance Stock Awards are collectively referred to herein as "Incentive Awards."

The 2002 Plan is intended to advance the interests of the Company and its stockholders by enabling the Company and its subsidiaries to attract and retain qualified individuals through opportunities for equity participation in the Company, and to reward those individuals who contribute to the achievement of the Company's economic objectives.

The major features of the 2002 Plan are summarized below. The summary is qualified in its entirety by reference to the full text of the 2002 Plan, a copy of which may be obtained from the Company. A copy of the 2002 Plan has also been filed electronically with the Securities and Exchange Commission as an appendix to this proxy statement, and is available through the Commission's website at http://www.sec.gov.

Summary of the 2002 Plan

General — All employees of the Company or any subsidiary (including, without limitation, officers and directors who are also employees), will be eligible to receive Incentive Awards under the 2002 Plan. As of March 1, 2002, there were approximately 19,000 employees eligible to receive awards under the 2002 Plan.

The maximum number of shares reserved for issuance under the 2002 Plan is 6,000,000 shares of Common Stock, plus any shares of Common Stock which, as of the date of the Annual Meeting (or any later initial approval of the 2002 Plan by the Company's stockholders), are reserved for issuance under the Company's 1997 Stock Incentive Plan and are not thereafter issued and would otherwise have been available under that plan.

22


Under the terms of the 2002 Plan:


All of the foregoing limitations are subject to adjustment for changes in the corporate structure or shares of the Company, as described below.

Shares of Common Stock that are issued under the 2002 Plan or that are subject to outstanding Incentive Awards reduce the number of shares remaining available under the 2002 Plan, but any shares of Common Stock subject to an Incentive Award that lapses, expires, is forfeited or for any reason terminates unexercised or unvested and any shares of Common Stock that are subject to an Incentive Award that is settled or paid in cash or any other form other than shares of Common Stock will automatically again become available for issuance under the 2002 Plan.

To the extent that the exercise price of any Option and/or associated tax withholding obligations are paid by the participant's tender or attestation as to ownership of shares, or to the extent that tax withholding obligations are satisfied by the Company withholding shares otherwise issuable upon exercise of an Option, only the net number of shares issued will reduce the maximum number of shares remaining available under the 2002 Plan.

Similarly, any shares of Common Stock that are repurchased by the Company on the open market or in private transactions may be added to the aggregate number of shares available for issuance under the 2002 Plan, so long as the aggregate price that the Company pays for the repurchased shares does not exceed the cumulative amount the Company receives, in cash, upon the exercise of Options or otherwise for issuance of Incentive Awards granted under the 2002 Plan.

In the event of any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering, divestiture or extraordinary dividend (including a spin-off) or any other change in the corporate structure or shares of the Company, appropriate adjustment will be made as to:


Administration — The 2002 Plan will be administered by the Board or by a committee of the Board. Any such committee will consist of not less than two members of the Board, all of whom are "non-employee directors" within the meaning of Rule 16b-3 under the Exchange Act, and, if the Board so determines in its sole discretion, who are "outside directors" within the meaning of Section 162(m) of the Code. It is expected that the Compensation Committee of the Company's Board of Directors will administer the 2002 Plan. The Board of Directors or the committee administering the 2002 Plan are referred to as the "Committee." To the extent consistent with applicable Delaware corporate law and except with respect to participants subject to Section 16 of the Exchange Act, the Committee may delegate its duties, power and authority under the 2002 Plan to any officers of the Company.

The Committee has the authority to determine all provisions of Incentive Awards as the Committee may deem necessary or desirable, including, the eligible recipients who will be granted one or more

23


Incentive Awards under the 2002 Plan ("Participants"), the nature and extent of the Incentive Awards to be made to each Participant, the time or times when Incentive Awards will be granted, the duration of each Incentive Award, and the restrictions and other conditions to which the payment or vesting of Incentive Awards may be subject. In addition, the Committee has the authority to pay the economic value of any Incentive Award in the form of cash, Common Stock or any combination of both, and may amend or modify the terms of outstanding Incentive Awards (except for any prohibited "re-pricing" of Options, discussed below) so long as the amended or modified terms are permitted under the 2002 Plan and any adversely affected Participant has consented to the amendment or modification.

The Committee may, in its sole discretion, amend the terms of the 2002 Plan or Incentive Awards with respect to Participants resident outside of the United States or employed by a non-U.S. subsidiary in order to comply with local legal requirements, to otherwise protect the Company's or subsidiary's interests, or to meet objectives of the 2002 Plan, and may, where appropriate, establish one or more sub-plans for the purposes of qualifying for preferred tax treatment under foreign tax laws. This authority does not, however, permit the Committee to take any action:


Except in connection with certain specified changes in the corporate structure or shares of the Company, the Committee may not, without prior approval of the Company's stockholders, seek to effect any re-pricing of any previously granted, "underwater" Option by:


For purposes of the 2002 Plan, an Option is deemed to be "underwater" at any time when the Fair Market Value of the Common Stock is less than the exercise price of the Option.

Unless terminated earlier, the 2002 Plan will terminate at midnight on June 30, 2007. Incentive Awards outstanding at the time the 2002 Plan is terminated may continue to be exercised, or become free of restriction, according to their terms, and, if applicable, will continue to entitle the holder to the automatic grant of Reload Options (as defined below). The Board may suspend or terminate the 2002 Plan or any portion of the plan at any time. In addition to the Committee's authority to amend the 2002 Plan with respect to Participants resident outside of the United States or employed by a non-U.S. subsidiary, the Board may amend the 2002 Plan from time to time in order that Incentive Awards under the 2002 Plan will conform to any change in applicable laws or regulations or in any other respect that the Board may deem to be in the best interests of the Company; provided, however, that no amendments to the 2002 Plan will be effective without stockholder approval, if it is required under Section 422 of the Code or the rules of the New York Stock Exchange, or if the amendment seeks to modify the prohibitions on underwater Option re-pricing discussed above.

24


Termination, suspension or amendment of the 2002 Plan will not adversely affect any outstanding Incentive Award without the consent of the affected Participant, except for adjustments in the event of changes in capitalization or a "Change in Control" of the Company.

In general, no right or interest in any Incentive Award may be assigned or transferred by a Participant, except by will or the laws of descent and distribution, or subjected to any lien or otherwise encumbered. However, upon a Participant's request, the Committee may permit a Participant to transfer all or a portion of a Non-Statutory Stock Option, other than for value, to certain of the Participant's family members or related family trusts, foundations or partnerships. Permitted transferees of Non-Statutory Stock Options will remain subject to all the terms and conditions of the Incentive Award applicable to the Participant, except that a transferee will have no right to receive a grant of Reload Options.

Options — The exercise price to be paid by a Participant at the time an Option is exercised may not be less than 100% of the Fair Market Value of one share of Common Stock on the date of grant. "Fair Market Value" under the 2002 Plan means the average of the reported high and low sale prices of the Common Stock during the regular daily trading session, as quoted in The Wall Street Journal reports of the New York Stock Exchange—Composite Transactions as of a specified date. The Committee may grant an Option with an exercise price above Fair Market Value. As of March 12, 2002, the closing price of a share of Common Stock on the New York Stock Exchange was $47.31.

The total purchase price of the shares to be purchased upon exercise of an Option will be paid entirely in cash (including check, bank draft or money order); provided, however, that the Committee may allow exercise payments to be made, in whole or in part, by delivery of a broker exercise notice (pursuant to which a broker or dealer is irrevocably instructed to sell enough shares or loan the optionee enough money to pay the exercise price and to remit such sums to the Company), by tender or attestation as to ownership of shares of Common Stock that have been held for the period of time necessary to avoid a charge to the Company's earnings for financial reporting purposes and that are otherwise acceptable to the Committee, or by a combination of such methods. Any shares of Common Stock tendered or covered by an attestation will be valued at their Fair Market Value on the exercise date.

The aggregate fair market value of shares of Common Stock with respect to which Incentive Stock Options may become exercisable for the first time during any calendar year by any Participant (and under all "incentive stock option" plans of the Company or any subsidiary) may not exceed $100,000. Any Incentive Stock Options in excess of these amounts will be treated as Non-Statutory Options.

Options may be exercised in whole or in installments, as determined by the Committee, and the Committee may impose conditions or restrictions to the exercisability of an Option, including that the Participant remain continuously employed by the Company or a subsidiary for a certain period or that the Participant or the Company (or any subsidiary, division or other subunit of the Company) satisfy certain performance criteria specified in the 2002 Plan ("Performance Criteria"). Except as provided below under the heading "Effect of Termination of Employment or Other Service," an Option may not become exercisable prior to six months from its date of grant, nor remain exercisable after 10 years and one month from its date of grant, in the case of any Non-Statutory Option, or 10 years from its date of grant, in the case of any Incentive Stock Option.

In connection with the grant of an Option, the Committee may provide for the automatic grant of a "Reload Option" when the original underlying Option is exercised in whole or in part during the term of the Participant's employment and some or all of the exercise price is satisfied by tender or attestation of ownership of shares of Common Stock. Reload Options will be granted as of the date of exercise of the underlying Option, will provide the Participant the right to purchase the number of shares of Common Stock tendered or attested to in exercising the underlying Option and the number of shares tendered, attested to or withheld to satisfy tax obligations associated with the portion of the underlying Option exercised by tender or attestation, will have an exercise price equal to the Fair Market Value on the date of grant, and will vest and become exercisable and will be subject to such other terms and

25



conditions (including status as an Incentive Stock Option or Non-Qualified Option) as the Committee may determine.

Restricted Stock Awards — A Restricted Stock Award is an award of Common Stock that vests at such times and in such installments as may be determined by the Committee and, until it vests, is subject to restrictions on transferability and the possibility of forfeiture. The Committee may impose such restrictions or conditions to the vesting of Restricted Stock Awards as it deems appropriate, including that the Participant remain continuously employed by the Company or a subsidiary for a certain period or that the Participant or the Company (or any subsidiary, division or other subunit of the Company) satisfy Performance Criteria. Except as provided below under the heading "Effect of Termination of Employment or Other Service," no Restricted Stock Award may vest prior to six months from its date of grant.

Unless the Committee determines otherwise, any dividends (other than regular quarterly cash dividends) or distributions paid with respect to shares of Common Stock subject to the unvested portion of a Restricted Stock Award will be subject to the same restrictions as the shares to which such dividends or distributions relate.

Performance Stock Awards — A Performance Stock Award is an award of a right to receive shares of Common Stock granted to a Participant contingent upon achievement of Performance Criteria or other objectives during a specified period. Performance Stock Awards will be subject to such terms and conditions, if any, consistent with the other provisions of the 2002 Plan, as may be determined by the Committee. Except as provided below under the heading "Effect of Termination of Employment or Other Service," no Performance Stock Award may vest prior to six months from its date of grant.

Qualification of Incentive Awards as "Performance-Based Compensation" Under Section 162(m) — Section 162(m) of the Code provides, with certain exceptions, that a publicly held corporation may not take a federal income tax deduction for compensation paid to a "covered employee" in excess of $1 million in a taxable year. A "covered employee" is the chief executive officer of the Company and any other officer who is among the four other most highly compensated officers employed by the Company at year-end.

The $1 million dollar deduction limit does not apply to compensation that meets the requirements for "performance-based compensation" under applicable Treasury Regulations. Compensation is "performance-based compensation" if, among other things:

At any time when the Committee is comprised solely of two or more outside directors meeting the requirements of Section 162(m), it may designate whether any Restricted Stock Awards or Performance Stock Awards are intended to be "performance-based compensation." Restricted Stock Awards or Performance Stock Awards designated as "performance-based compensation" will, to the extent required by Section 162(m), be conditioned upon the achievement of one or more "Performance Criteria" set forth in the 2002 Plan, and such Performance Criteria will be established by the Committee within the time period prescribed by, and will otherwise comply with the requirements of, Section 162(m). Options granted under the 2002 Plan need not be conditioned upon the achievement of Performance Criteria in order to constitute "performance-based compensation."

The Performance Criteria provided for in the 2002 Plan consist of net sales, operating income, income before income taxes, net income, net income per share (basic or diluted), profitability as measured by return ratios (including return on assets, return on equity, return on investment and return on sales),

26



cash flows, market share, cost reduction goals, margins (including one or more of gross, operating and net income margins), stock price, total return to stockholders, economic value added, working capital and strategic plan development and implementation. The Committee may select one criterion or multiple criteria for measuring performance, and the measurement may be based upon Company, subsidiary or business unit performance, either absolute or by relative comparison to other companies or any other external measure of the selected criteria. The Committee may appropriately adjust any evaluation of performance under the Performance Criteria to reflect the impact of certain extraordinary events.

Approval of the 2002 Plan at the Annual Meeting will be deemed to include, among other things, approval of the eligibility of executive officers and other employees to participate in the 2002 Plan, the Performance Criteria upon which awards intended as "performance-based compensation" may be made, and the grant of Options pursuant to the 2002 Plan for purposes of Section 162(m).

Change in Control of the Company — In the event a Change in Control of the Company occurs, then, if approved by the Committee in its sole discretion either at the time of the grant of the Incentive Award or at any time after such grant, all Options that have been outstanding for at least six months will become immediately exercisable in full and will remain exercisable for the remainder of their terms; all outstanding Restricted Stock Awards that have been outstanding for at least six months will become immediately fully vested and non-forfeitable; and any conditions to the issuance of shares of Common Stock pursuant to Performance Stock Awards that have been outstanding for at least six months will lapse. In addition, the Committee in its sole discretion may determine that some or all Participants holding outstanding Options will receive cash in an amount equal to the excess of the Fair Market Value of such shares immediately prior to the effective date of such Change in Control over the exercise price per share of the Options (or, in the event that there is no excess, that such Options will be terminated), and that some or all Participants holding Performance Stock Awards will receive, with respect to some or all of the shares subject to the Performance Stock Awards, cash in an amount equal the Fair Market Value of such shares immediately prior to the effective date of such Change in Control.

For purposes of the 2002 Plan a "Change in Control" of the Company occurs if:

27


Effect of Termination of Employment — If a Participant ceases to be employed by the Company and all subsidiaries (a "Termination of Employment"), all Incentive Awards held by the Participant will terminate as set forth below unless modified by the Committee in its discretion as set forth below.

Upon Termination of Employment due to death or disability, all outstanding Options then held by the Participant will become immediately exercisable in full and will remain exercisable for a period of five years (but in no event after the expiration date of the Option), all Restricted Stock Awards then held by the Participant will become fully vested, and any conditions with respect to the issuance of shares of Common Stock pursuant to Performance Stock Awards will lapse.

Upon Termination of Employment due to retirement, all outstanding Options then held by the Participant will remain exercisable in full to the extent exercisable as of such termination for a period of five years after such termination (but in no event after the expiration date of any such Option), all unvested Restricted Stock Awards then held by the Participant will be terminated, and all outstanding Performance Stock Awards then held by the Participant will be terminated and forfeited.

Upon Termination of Employment for any reason other than death, disability or retirement, all rights of the Participant under the 2002 Plan and any award agreements will immediately terminate without notice of any kind, and no Options then held by the Participant will thereafter be exercisable, all unvested Restricted Stock Awards will be terminated and forfeited, and all outstanding Performance Stock Awards then held by the Participant will be terminated and forfeited; provided, however, that if a termination is for any reason other than "cause" (as defined in the 2002 Plan), all outstanding Options then held by the Participant will remain exercisable to the extent exercisable as of such termination for a period of three months thereafter (but in no event after the expiration date of any such Option).

Upon a Termination of Employment, the Committee may at any time, (including following the Termination of Employment) cause Options held by the Participant to become or continue to become exercisable and Restricted Stock Awards and Performance Stock Awards then held by the Participant to vest and/or continue to vest or become free of restrictions and conditions to issuance, as the case may be. In no case, however, will any Options become exercisable or vest, any Restricted Stock Awards vest or be issued, nor any shares of Common Stock be issued pursuant to a Performance Stock Award prior to six months from the date of grant (unless such vesting or issuance is by reason of death or Disability) and no Incentive Award may remain exercisable or continue to vest for more than two years beyond the date such Incentive Award would have terminated if not for the Committee's action or until its expiration date, whichever first occurs.

Federal Income Tax Consequences

The following description of federal income tax consequences is based on current statutes, regulations and interpretations, all of which are subject to change, possibly with retroactive effect. The description does not include state or local income tax consequences. In addition, the description is not intended to address specific tax consequences applicable to an individual Participant who receives an Incentive Award.

Incentive Options — There will not be any federal income tax consequences to either the Participant or the Company as a result of the grant of an Incentive Option under the 2002 Plan.

The exercise by a Participant of an Incentive Option also will not result in any federal income tax consequences to the Company or the Participant, except that (i) an amount equal to the excess of the fair market value of the shares acquired upon exercise of the Incentive Option, determined at the time of exercise, over the amount paid for the shares by the Participant will be includable in the Participant's alternative minimum taxable income for purposes of the alternative minimum tax, and (ii) the Participant may be subject to an additional excise tax if any amounts are treated as excess parachute payments (as discussed below). Special rules will apply if previously acquired shares of Common Stock are permitted to be tendered or attested to in payment of an Option exercise price.

If the Participant disposes of the shares acquired upon exercise of the Incentive Option, the federal income tax consequences will depend upon how long the Participant held the shares. If the Participant

28


holds the shares for at least two years after the date of grant and at least one year after the date of exercise (the "holding period requirements"), then the Participant will recognize a long-term capital gain or loss. The amount of the long-term capital gain or loss will be equal to the difference between (i) the amount the Participant realized on disposition of the shares, and (ii) the option price at which the Participant acquired the shares. The Company is not entitled to any compensation expense deduction under these circumstances.

If the Participant does not satisfy both of the above holding period requirements (a "disqualifying disposition"), then the Participant will be required to report as ordinary income, in the year the Participant disposes of the shares, the amount by which the lesser of (i) the fair market value of the shares at the time of exercise of the Incentive Option or (ii) the amount realized on the disposition of the shares, exceeds the option price for the shares. The Company will be entitled to a compensation expense deduction in an amount equal to the ordinary income includable in the taxable income of the Participant. This compensation income may be subject to withholding. The remainder of the gain recognized on the disposition, if any, or any loss recognized on the disposition, will be treated as long-term or short-term capital gain or loss, depending on the holding period.

Non-Statutory Options — Neither the Participant nor the Company incurs any federal income tax consequences as a result of the grant of a Non-Statutory Option. Upon exercise of a Non-Statutory Option, a Participant will recognize ordinary income, subject to withholding, on the date of exercise in an amount equal to the difference between (i) the fair market value of the shares purchased, determined on the date of exercise, and (ii) the consideration paid for the shares. The Participant may be subject to an additional excise tax if any amounts are treated as excess parachute payments (see explanation below). Special rules will apply if previously acquired shares of Common Stock are permitted to be tendered in payment of an Option exercise price.

At the time of a subsequent sale or disposition of any shares of Common Stock obtained upon exercise of a Non-Statutory Option, any gain or loss will be a capital gain or loss. Such capital gain or loss will be long-term or short-term capital gain or loss, depending on the holding period.

In general, the Company will be entitled to a compensation expense deduction in connection with the exercise of a Non-Statutory Option for any amounts includable in the taxable income of the Participant as ordinary income, provided the Company complies with any applicable withholding requirements.

Restricted Stock Awards — With respect to shares issued pursuant to a Restricted Stock Award that are subject to a substantial risk of forfeiture, a Participant may file an election under Section 83(b) of the Code within 30 days after the shares are transferred to include as ordinary income in the year of transfer an amount equal to the fair market value of the shares received on the date of transfer (determined as if the shares were not subject to any risk of forfeiture). The Company will receive a corresponding tax deduction, provided that proper withholding is made and the award is not otherwise subject to the limitations of Section 162(m). If a Section 83(b) election is made, the Participant will not recognize any additional income when the restrictions on the shares issued in connection with the stock award lapse. At the time any such shares are sold or disposed of, any gain or loss will be treated as long-term or short-term capital gain or loss, depending on the holding period from the date of receipt of the Restricted Stock Award.

A Participant who does not make a Section 83(b) election within 30 days of the transfer of a Restricted Stock Award that is subject to a substantial risk of forfeiture will recognize ordinary income at the time of the lapse of the restrictions in an amount equal to the then fair market value of the shares. The Company will receive a corresponding tax deduction, provided that proper withholding is made and the award is not otherwise subject to the limitations of Section 162(m). At the time of a subsequent sale or disposition of any shares of Common Stock issued in connection with a Restricted Stock Award as to which the restrictions have lapsed, any gain or loss will be treated as long- term or short-term capital gain or loss, depending on the holding period from the date the restrictions lapse.

29



Performance Stock Awards — Neither the Participant nor the Company incurs any federal income tax consequences as a result of the grant of a Performance Stock Award. With respect to shares issued pursuant to a Performance Stock Award, a Participant will include as ordinary income in the year of receipt an amount equal to the fair market value of the shares received as of the date of receipt. The Company will receive a corresponding tax deduction, provided that proper withholding is made and the award is not otherwise subject to the limitations of Section 162(m). At the time of a subsequent sale or disposition of any shares of Common Stock issued in connection with a Performance Stock Award, any gain or loss will be treated as long-term or short-term capital gain or loss, depending on the holding period from the date the shares were received.

Excise Tax on Parachute Payments — The Code imposes a 20% excise tax on the recipient of "excess parachute payments," as defined in the Code, and denies tax deductibility to the Company on excess parachute payments. Generally, parachute payments are payments in the nature of compensation to employees of a company who are officers, stockholders, or highly-compensated individuals, which payments are contingent upon a change in ownership or effective control of the company, or in the ownership of a substantial portion of the assets of the company. For example, acceleration of the exercisability of Options or the vesting of Restricted Stock Awards or Performance Stock Awards upon a change in control of the Company may constitute parachute payments, and in certain cases, "excess parachute payments."

Section 162(m) — As discussed above, Section 162(m) of the Code limits the Company's ability to deduct compensation in excess of $1 million paid to each of the Company's chief executive officer and any other officer who is among the four other most highly compensated officers, subject, however, to an exception for "performance-based compensation." Assuming stockholder approval of the 2002 Plan at the Annual Meeting and the Company's compliance with the other requirements of Section 162(m), compensation expense resulting from the exercise of Options under the 2002 Plan and the issuance of shares under Restricted Stock Awards or Performance Stock Awards contingent upon the Performance Criteria set forth in the 2002 Plan are expected to qualify as "performance-based compensation" excepted from the limit of Section 162(m). Compensation expense in connection with any other Incentive Award under the 2002 Plan will be subject to 162(m) deduction limitation.

Incentive Awards Under the 2002 Plan

As of the date of this Proxy Statement, the Committee has not approved any awards under the 2002 Plan. Neither the number nor types of future 2002 Plan awards to be received by or allocated to particular eligible recipients or groups of eligible recipients is presently determinable; however, as noted above, no Participant in the 2002 Plan may be granted any Incentive Awards relating to more than 3,000,000 shares of Common Stock in the aggregate during any 48-month period.

Board of Directors Recommendation

The Board of Directors recommends that the stockholders vote FOR approval of the 2002 Plan. Incentive Awards will not be granted under the 2002 Plan if the 2002 Plan is not approved by the stockholders.

30



AUDIT COMMITTEE REPORT

The Audit Committee operates under a written charter and the functions of the Committee are described under the heading "Board Committees—Audit Committee" on page 4 hereof. The Audit Committee's charter recognizes that (i) it is the responsibility of Management to prepare the Company's financial statements in accordance with Accounting Principles Generally Accepted in the United States and to maintain an effective system of internal control; and (ii) it is the responsibility of the independent accountants to plan and conduct the annual audit and express their opinion on the consolidated financial statements in accordance with professional standards. As recognized in the charter, the Committee's responsibilities include overseeing, on behalf of the Board of Directors, the work of the participants in the reporting and internal control process.

In this context, the Audit Committee has (i) reviewed and discussed the audited consolidated financial statements of the Company as of December 31, 2001 and for the year then ended (the "Financial Statements") with management which has represented that the Financial Statements were prepared in accordance with Accounting Principles Generally Accepted in the United States of America, (ii) discussed the Financial Statements with PricewaterhouseCoopers LLP (the Company's independent accountants), including the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (Communication with Audit Committee), and (iii) received the written disclosures and the letter from PricewaterhouseCoopers LLP required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and has discussed with PricewaterhouseCoopers LLP their independence. The Committee has also considered whether PricewaterhouseCoopers LLP's provision of non-audit services as set forth below under the heading "Independent Accountant's Fees—All Other Fees" is compatible with maintaining PricewaterhouseCoopers LLP's independence.

Based on the foregoing review and discussions, the Audit Committee recommended to the Board of Directors, and the Board has approved, that the Financial Statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2001 for filing with the SEC.

 
   
James J. Howard   Joel W. Johnson
William L. Jews   Robert L. Lumpkins


RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS

Upon the recommendation of its Audit Committee, the Board of Directors has appointed PricewaterhouseCoopers LLP as independent accountants to audit the consolidated financial statements of the Company for the year ending December 31, 2002 and to perform other appropriate audit, accounting and consulting services. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting of Stockholders. They will have an opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

Under the laws of the State of Delaware, stockholder ratification of the appointment of independent accountants is not required. However, the Company deems it advisable to submit the appointment of PricewaterhouseCoopers LLP for stockholder consideration and ratification. If the appointment is not ratified, the Board of Directors will reconsider the matter, but will not be required to change its decision to appoint PricewaterhouseCoopers LLP as independent accountants. The Board of Directors recommends a vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as independent accountants for the Company.

PricewaterhouseCoopers LLP has provided audit and non-audit services to the Company in 2001, the aggregate fees and expenses of which are shown below.

31




INDEPENDENT ACCOUNTANT'S FEES

Audit Fees — The aggregate fees and expenses of PricewaterhouseCoopers LLP for professional services provided for (i) the audit of the consolidated financial statements for the year ended December 31, 2001 included in the Company's Annual Report on Form 10-K, (ii) the reviews of the interim consolidated financial information included in the Company's 2001 Quarterly Reports on Form 10-Q, and (iii) the audit of the combined financial statements of Henkel-Ecolab for its fiscal year ended November 30, 2001, which are also included in the Company's Annual Report on Form 10-K, were $1,625,000.

Financial Information Systems Design and Implementation Fees — PricewaterhouseCoopers LLP did not render any professional services related to financial information systems design and implementation for the most recent fiscal year.

All Other Fees — The aggregate fees and expenses billed by PricewaterhouseCoopers LLP for all other services provided to the Company for the year ended December 31, 2001, were $2,388,000. These include, but are not limited to, fees and expenses related to:

The level of "All Other Fees" was impacted by services rendered by PricewaterhouseCoopers LLP in connection with the Company's 2001 acquisition of the 50 percent of the Henkel-Ecolab joint venture not owned by the Company.

PricewaterhouseCoopers LLP did not provide any management consulting services or internal audit services to the Company during the year ended December 31, 2001.


OTHER MATTERS

Proxy Solicitation — The Company will bear the cost of the preparation and solicitation of proxies, including the charges and expenses of brokerage firms, banks or other nominees for forwarding proxy material to beneficial owners. In addition to solicitation by mail, proxies may be solicited by telephone, the Internet or personally. The Company has retained Georgeson Shareholder Communications, Wall Street Plaza, New York, NY 10005, to aid in the solicitation of proxies for a fee of $8,000 plus expenses. Proxies may also be solicited by certain directors, officers and employees of the Company without extra compensation.

Future Stockholder Proposals — Deadline for Inclusion in Proxy — Any stockholder proposal to be considered by the Company for inclusion in the Proxy Statement and form of proxy for next year's Annual Meeting of Stockholders, expected to be held in May, 2003, must be received by the Secretary of the Company at the Company's principal executive offices located at the address found at the top of page 1, no later than December 2, 2002.

Other Stockholder Proposals/Director Nominations — Deadline for Consideration — Stockholder proposals not included in a proxy statement for an Annual Meeting as well as proposed stockholder nominations for the election of directors at an annual meeting must each comply with advance notice procedures set forth in the By-Laws of the Company in order to be properly brought before that Annual Meeting of Stockholders. In general, written notice of a stockholder proposal or a director nomination must be delivered to the Secretary of the Company not less than 90 days nor more than 135 days prior to the anniversary date of the preceding Annual Meeting of Stockholders. With regard to next year's

32



Annual Meeting of Stockholders, expected to be held in May 2003, the written notice must be received between December 26, 2002 and February 9, 2003 inclusive.

In addition to timing requirements, the advance notice provisions of the By-laws contain informational content requirements which must also be met. A copy of the By-Law provisions governing these timing procedures and content requirements may be obtained by writing to the Secretary of the Company. If the presiding officer of the Annual Meeting of Stockholders determines that business, or a nomination, was not brought before the meeting in accordance with the By-Law provisions, such business shall not be transacted or such defective nomination shall not be accepted.

April 1, 2002

33


MAP OF NEW YORK PALACE HOTEL



LOGO


PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ECOLAB INC.
ANNUAL MEETING OF STOCKHOLDERS
MAY 10, 2002

The undersigned hereby appoints Allan L. Schuman and Kenneth A. Iverson, or either of them, with full power of substitution to each as proxies to represent the undersigned at the Annual Meeting of Stockholders of Ecolab Inc., to be held in the Spellman Room at the New York Palace Hotel, 455 Madison Avenue, New York, NY 10022 on Friday, May 10, 2002 at 10:00 a.m. and at any adjournment(s) thereof, and to vote all shares of stock which the undersigned may be entitled to vote at said meeting as directed below with respect to the proposals as set forth in the Proxy Statement, and in their discretion, upon any other matters that may properly come before the meeting.

Nominees for election to Board of Directors:

1. Stefan Hamelmann            2. James J. Howard            3. Jerry W. Levin            4. Robert L. Lumpkins

You are encouraged to specify your choices by marking the appropriate boxes, SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance with the Board of Directors' recommendations. The tabulator cannot vote your shares unless you sign and return this card, or you use the telephone or internet voting services.

SEE REVERSE SIDE


LOGO

ON-LINE ANNUAL MEETING MATERIALS (www.econsent.com/ecl)

Although you received these materials by regular mail this year, you can still vote your shares conveniently on-line or by telephone. Please see the reverse side for instructions.

Additionally, you may choose to receive future Annual Meeting materials (annual report, notice of annual meeting, proxy statement, proxy card and your voter control number) on-line. By choosing to become one of Ecolab's future electronic recipients, you help support Ecolab in its efforts to control printing and postage costs.

If you choose the option of electronic delivery and voting on-line, you will receive an e-mail before all future Annual and/or Special Meetings of shareholders, notifying you of the website containing the Proxy Statement and other materials to be carefully reviewed before casting your vote.

To find out more information, or to enroll to receive future proxy materials on-line, please go to www.econsent.com/ecl.

RECORDED NEWS AND INFORMATION (1-800-FACT-ECL)

For recorded news and financial information, call 1-800-FACT-ECL (1-800-322-8325), Alaska, Hawaii and international callers may dial (703) 797-0222. News and financial information is also available on Ecolab's website at www.ecolab.com.

INTERNET ACCOUNT ACCESS (http://gateway.equiserve.com)

Shareholders of record may view their shareholder account information on-line at http://gateway.equiserve.com. For log-in assistance, shareholders may call the transfer agent toll-free at 1-877-843-9327. International callers may dial 201-536-8071.


/X/ Please mark your votes as in this example.

Unless you indicate otherwise, this proxy will be voted in accordance with the Board of Directors' recommendations.


Directors recommend a vote FOR all Nominees and FOR Proposals 2 and 3.


1. Election of 4 Directors. (see reverse)

    FOR   WITHHELD    
    / /   / /    

For all except the following nominee(s):



2. Adopt the Ecolab Inc. 2002 Stock Incentive Plan.

FOR   AGAINST   ABSTAIN
/ /   / /   / /

3. Ratify appointment of independent accountants.

FOR   AGAINST   ABSTAIN
/ /   / /   / /

Please sign name(s) exactly as printed hereon. Joint owners should each sign. In signing as attorney, administrator, executor, guardian or trustee, please give full title as such.


 



 


SIGNATURE(s)   DATE

ECOLAB ANNUAL MEETING—MAY 10, 2002

VOTE BY INTERNET (www.eproxyvote.com/ecl)

VOTE BY TELEPHONE (1-877-779-8683)


Telephone or Internet voting authorizes the named proxies to represent you at the meeting in the same manner as if you completed, signed, dated and mailed your proxy card.

IF YOU VOTE BY TELEPHONE OR INTERNET, DO NOT MAIL YOUR PROXY CARD.




ECOLAB INC.
2002 STOCK INCENTIVE PLAN

        1.    Purpose of Plan.    

        The purpose of the Ecolab Inc. 2002 Stock Incentive Plan (the "Plan") is to advance the interests of Ecolab Inc. (the "Company") and its stockholders by enabling the Company and its Subsidiaries to attract and retain qualified individuals through opportunities for equity participation in the Company, and to reward those individuals who contribute to the achievement of the Company' economic objectives.

        2.    Definitions.    

        The following terms will have the meanings set forth below, unless the context clearly otherwise requires:


2


        3.    Plan Administration.    

3


4


        4.    Shares Available for Issuance.    

5


        5.    Participation.    

        Participants in the Plan will be those Eligible Recipients who, in the judgment of the Committee, have contributed, are contributing or are expected to contribute to the achievement of economic objectives of the Company or its Subsidiaries. Eligible Recipients may be granted from time to time one or more Incentive Awards, singly or in combination or in tandem with other Incentive Awards, as may be determined by the Committee in its sole discretion. Incentive Awards will be deemed to be granted as of the date specified in the grant resolution of the Committee, which date will be the date of any related agreement with the Participant.

        6.    Options.    

6


        7.    Restricted Stock Awards.    

        8.    Performance Stock Awards.    

        An Eligible Recipient may be granted one or more Performance Stock Awards under the Plan, and the issuance of shares of Common Stock pursuant to such Performance Stock Awards will be subject to such terms and conditions, if any, consistent with the other provisions of the Plan, as may be determined by the Committee in its sole discretion, including, but not limited to, the achievement of one or more of the Performance Criteria; provided, however, that other than as provided in Section 9.1 of the Plan, no Performance Stock Award may vest prior to six months from its date of grant.

7



        9.    Effect of Termination of Employment.    

8


        10.    Payment of Withholding Taxes.    

        11.    Change in Control.    

9


10


        12.    Rights of Eligible Recipients and Participants; Transferability.    

11


        13.    Securities Law and Other Restrictions.    

        Notwithstanding any other provision of the Plan or any agreements entered into pursuant to the Plan, the Company will not be required to issue any shares of Common Stock under this Plan, and a Participant may not sell, assign, transfer or otherwise dispose of shares of Common Stock issued pursuant to Incentive Awards granted under the Plan, unless (a) there is in effect with respect to such shares a registration statement under the Securities Act and any applicable securities laws of a state or foreign jurisdiction or an exemption from such registration under the Securities Act and applicable state or foreign securities laws, and (b) there has been obtained any other consent, approval or permit from any other U.S. or foreign regulatory body which the Committee, in its sole discretion, deems necessary or advisable. The Company may condition such issuance, sale or transfer upon the receipt of any representations or agreements from the parties involved, and the placement of any legends on certificates representing shares of Common Stock, as may be deemed necessary or advisable by the Company in order to comply with such securities law or other restrictions.

12



        14.    Performance-Based Compensation Provisions.    

        The Committee, when it is comprised solely of two or more outside directors meeting the requirements of Section 162(m) of the Code ("Section 162(m)"), in its sole discretion, may designate whether any Incentive Awards are intended to be "performance-based compensation" within the meaning of Section 162(m). Any Incentive Awards so designated will, to the extent required by Section 162(m), be conditioned upon the achievement of one or more Performance Criteria, and such Performance Criteria will be established by the Committee within the time period prescribed by, and will otherwise comply with the requirements of, Section 162(m) giving due regard to the disparate treatment under Section 162(m) of Options (where compensation is determined based solely on an increase in the value of the underlying stock after the date of grant or award), as compared to other forms of compensation, including Restricted Stock Awards and Performance Stock Awards. The Committee shall also certify in writing that such Performance Criteria have been met prior to payment of compensation to the extent required by Section 162(m).

        15.    Plan Amendment, Modification and Termination.    

        The Board may suspend or terminate the Plan or any portion thereof at any time. In addition to the authority of the Committee to amend the Plan under Section 3.2(e), the Board may amend the Plan from time to time in such respects as the Board may deem advisable in order that Incentive Awards under the Plan will conform to any change in applicable laws or regulations or in any other respect the Board may deem to be in the best interests of the Company; provided, however, that no such amendments to the Plan will be effective without approval of the Company's stockholders if: (i) stockholder approval of the amendment is then required pursuant to Section 422 of the Code or the rules of the New York Stock Exchange; or (ii) such amendment seeks to modify Section 3.2(d) hereof. No termination, suspension or amendment of the Plan may adversely affect any outstanding Incentive Award without the consent of the affected Participant; provided, however, that this sentence will not impair the right of the Committee to take whatever action it deems appropriate under Sections 3.2(c), 4.3 and 11 of the Plan.

        16.    Effective Date and Duration of the Plan.    

        The Plan is effective as of the Effective Date. The Plan will terminate at midnight on June 30, 2007, and may be terminated prior to such time by Board action. No Incentive Award will be granted after termination of the Plan, other than Reload Options provided for under the terms of an agreement evidencing an Option granted prior to termination of the Plan. Incentive Awards outstanding upon termination of the Plan may continue to be exercised, or become free of restrictions, according to their terms.

        17.    Miscellaneous.    

13