ECOLAB INC. (NYSE:ECL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k
-
0

ECOLAB INC. (NYSE:ECL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(e) On June 20, 2017, the Compensation Committee of the Board of
Directors of Ecolab Inc., a Delaware corporation (Ecolab),
approved Amendment No. 6 to the Ecolab Executive Death Benefits
Plan (the Plan), which includes the Ecolab Inc. Administrative
Document for Non-Qualified Benefit Plans (the Administrative
Document).The participants in the Plan include each of Ecolab’s
named executive officers as well as a limited number of corporate
officers and other executives who have been selected to
participate in the Plan.Under the Plan, the beneficiary of a
covered executive who was actively employed by Ecolab at the time
of death is entitled to an executive death benefit equal to three
times the executives annual compensation for the year preceding
death, subject to a maximum benefit of $9,000,000. The
beneficiary of a covered executive who was retired at the time of
death is entitled to an executive death benefit equal to two
times the executives average compensation for the five
consecutive years of employment preceding retirement which yields
the highest average compensation, subject to a maximum benefit of
$750,000.Ecolab currently funds its obligations under the Plan
through universal life insurance policies.

The aforementioned amendment to the Plan is applicable to the
calculation of the death benefit payable to the beneficiary of an
executive who was actively employed by Ecolab and covered by a
universal life insurance policy at the time of death.The
amendment changes the method for determining the amount of the
annual incentive comprising a portion of the executives annual
compensation for purposes of the death benefit calculation from
the amount of the executives (a) annual incentive bonuses paid in
cash which are reportable by Ecolab for federal income tax
purposes as wages to (b) targeted annual incentive bonus at plan
performance.

This summary of the Plan is qualified in its entirety by
reference to the full text of the Plan and amendments thereto and
the Administrative Document and amendments thereto, which are set
forth in Item 9.01 below and incorporated by reference herein.

2

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

10.1

(i)

Ecolab Executive Death Benefits Plan, as amended and
restated effective March 1, 1994 (incorporated by
reference to Exhibit (10)H(i) of Ecolabs Form 10-K Annual
Report for the year ended December 31, 2006). (File No.
001-9328)See also Exhibit (10.2) hereof.

(ii)

Amendment No. 1 to Ecolab Executive Death Benefits Plan,
effective July 1, 1997 (incorporated by reference to
Exhibit (10)H(ii) of Ecolabs Form 10-K Annual Report for
the year ended December 31, 1998).(File No. 001-9328)

(iii)

Second Declaration of Amendment to Ecolab Executive Death
Benefits Plan, effective March 1, 1998 (incorporated by
reference to Exhibit (10)H(iii) of Ecolabs Form 10-K
Annual Report for the year ended December 31, 1998).(File
No. 001-9328)

(iv)

Amendment No. 3 to the Ecolab Executive Death Benefits
Plan, effective August 12, 2005 (incorporated by
reference to Exhibit (10)B of Ecolabs Form 8-K dated
December 13, 2005).(File No. 001-9328)

(v)

Amendment No. 4 to the Ecolab Executive Death Benefits
Plan, effective January 1, 2005 (incorporated by
reference to Exhibit (10)H(v) of Ecolabs Form 10-K Annual
Report for the year ended December 31, 2009).(File No.
001-9328)

(vi)

Amendment No. 5 to the Ecolab Executive Death Benefits
Plan, effective May 6, 2015 (incorporated by reference to
Exhibit 10.2 of Ecolabs Form 10-Q for the quarter ended
June 30, 2015). (File No. 001-9328)

(vii)

Amendment No. 6 to the Ecolab Executive Death Benefits
Plan, effective June 23, 2017.

10.2

(i)

Ecolab Inc. Administrative Document for Non-Qualified
Plans (Amended and Restated effective as of January 1,
2011) (incorporated by reference to Exhibit (10.16) of
Ecolabs Form 10-K Annual Report for the year ended
December 31, 2011).(File No. 001-9328)

(ii)

Amendment No. 1 to the Ecolab Inc. Administrative
Document for Non-Qualified Plans effective as of January
1, 2013 (incorporated by reference to Exhibit (10.14)(II)
of Ecolabs Form 10-K Annual Report for the year ended
December 31, 2013).(File No. 001-9328)

3



ECOLAB INC. Exhibit
EX-10.1(VII) 2 ex-10d1vii.htm EX-10.1(VII) Ex_10.1(VII) Exhibit 10.1(vii) AMENDMENT NO. 6 TO THE ECOLAB EXECUTIVE DEATH BENEFITS PLAN (As Amended and Restated effective March 1,…
To view the full exhibit click here
About ECOLAB INC. (NYSE:ECL)

Ecolab Inc. provides water, hygiene and energy technologies and services. The Company’s segments include Global Industrial, Global Institutional, Global Energy, Other and Corporate. The Global Industrial segment consists of the Water, Food and Beverage, Paper and Textile Care operating units. The Global Institutional segment consists of the Institutional, Specialty and Healthcare operating units. The Global Energy segment provides on-site and technology-driven solutions to the global drilling, oil and gas production, refining and petrochemical industries. The Other segment consists of the pest elimination and equipment care operating units. The Company’s cleaning and sanitizing programs and products, pest elimination services and equipment maintenance and repair services support customers in the foodservice, food and beverage processing, hospitality, healthcare, government and education, retail, textile care and commercial facilities management sectors in approximately 170 countries.