0001179110-12-008190.txt : 20120510 0001179110-12-008190.hdr.sgml : 20120510 20120510175910 ACCESSION NUMBER: 0001179110-12-008190 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120501 FILED AS OF DATE: 20120510 DATE AS OF CHANGE: 20120510 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Taylor Stephen M CENTRAL INDEX KEY: 0001402034 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09328 FILM NUMBER: 12831640 MAIL ADDRESS: STREET 1: 1601 WEST DIEHL ROAD CITY: NAPERVILLE STATE: IL ZIP: 60563-1198 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ECOLAB INC CENTRAL INDEX KEY: 0000031462 STANDARD INDUSTRIAL CLASSIFICATION: SOAP, DETERGENT, CLEANING PREPARATIONS, PERFUMES, COSMETICS [2840] IRS NUMBER: 410231510 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ECOLAB CORPORATE CENTER STREET 2: 370 WABASHA STREET NORTH CITY: ST PAUL STATE: MN ZIP: 55102 BUSINESS PHONE: 6512932233 MAIL ADDRESS: STREET 1: ECOLAB CORPORATE CENTER STREET 2: 370 WABASHA STREET NORTH CITY: ST. PAUL STATE: MN ZIP: 55102 FORMER COMPANY: FORMER CONFORMED NAME: ECONOMICS LABORATORY INC DATE OF NAME CHANGE: 19861203 3/A 1 edgar.xml FORM 3/A - X0205 3/A 2012-05-01 2012-05-10 0 0000031462 ECOLAB INC ECL 0001402034 Taylor Stephen M 1601 WEST DIEHL ROAD NAPERVILLE IL 60563 0 1 0 0 EVP and Pres. - Global Energy Common Stock 6272 D Restricted Stock Units Common Stock 12155 D Restricted Stock Units Common Stock 9490 D Employee Stock Option (Right to Buy) 26.20 2011-12-01 2016-06-28 Common Stock 5594 D Employee Stock Option (Right to Buy) 35.34 2011-12-01 2007-02-15 Common Stock 5261 D Employee Stock Option (Right to Buy) 30.10 2011-12-01 2018-02-14 Common Stock 13297 D Employee Stock Option (Right to Buy) 17.55 2011-12-01 2019-02-12 Common Stock 13682 D Employee Stock Option (Right to Buy) 32.35 2011-12-01 2020-02-09 Common Stock 7776 D Employee Stock Option (Right to Buy) 40.53 2011-12-01 2021-02-08 Common Stock 9535 D Employee Stock Option (Right to Buy) 55.595 2012-12-01 2021-12-01 Common Stock 28800 D Employee Stock Option (Right to Buy) 55.595 2014-12-01 2021-12-01 Common Stock 38400 D Restricted Stock Units 2014-12-01 Common Stock 9220 D The units will vest on February 28, 2013, subject to continued employment at the vesting date. Each restricted stock unit represents a contingent right to receive one share of Ecolab Inc. common stock. The units will vest on February 28, 2014, subject to continued employment at the vesting date. Each restricted stock unit represents a contingent right to receive one share of Ecolab Inc. common stock. These options originally represented the option to purchase shares of common stock of Nalco Holding Company ("Nalco") and had a variety of vesting schedules. All options that were unvested as of November 30, 2011 were accelerated pursuant to Mr. Taylor's Change of Control Agreement with Nalco upon closing of the merger on December 1, 2011 by and among Ecolab Inc., Sustainability Partners Corporation and Nalco. The options were converted into options to purchase shares of Ecolab Inc. common stock pursuant to the Agreement and Plan of Merger dated as of July 19, 2011 among Ecolab Inc., Sustainability Partners Corporation and Nalco. The option will be exercisable, on a cumulative basis, as to one-third of the option shares (excluding any fractional portion less than one share), on each of the first and second anniversaries of the date of grant and as to the remaining shares on the third anniversary of the date of grant. The units will vest on December 1, 2014, subject to continued employment at the vesting date. Each restricted stock unit represents a contingent right to receive one share of Ecolab Inc. common stock. Refiling with Power of Attorney attached. David F. Duvick, as Attorney-in-Fact for Stephen M. Taylor 2012-05-10 EX-24 2 poa_taylor.txt POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of James J. Seifert, Michael C. McCormick, David F. Duvick, and Peter G. Westphal, signing singly, as the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC; (2) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Ecolab Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned's ownership, acquisition, or disposition of securities of the Company; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, or other form or report; complete and execute any amendment or amendments thereto; and timely file such form or report or amendment with the SEC and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26th day of April, 2012. /s/Stephen M. Taylor ____________________________________ Stephen M. Taylor