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Exhibit 10.69

NALCO COMPANY

EXPATRIATE ASSIGNMENT AGREEMENT

FOR

David Johnson

Introduction

This expatriate agreement is based on the following: a home location of Katy, Texas, and a host location of the Netherlands, the salary and position offered in the host location; and your current family size of two. If your family situation changes while you are on assignment in the host location, certain aspects of this agreement may be recalculated to better reflect your situation. You must notify your home or host location human resources contact of any such changes to your family situation.

Assignment

Your assignment will commence on May 30, 2007 and your assignment location will be the Netherlands. Your title will be Group Vice President and President, EAME Operations, and you will report to Bill Joyce.

Salary

Your beginning base pay will be $269,445 per year. You will be paid in the home location in order to more easily maintain your benefits eligibility. Your base pay will be reviewed periodically.

Employee Benefits

In order to assist in the repatriation process when the time comes, you will remain on the US benefit plans, with the exception of health benefits, which will be provided under the CIGNA International Benefits Plan. You will be responsible for the premiums, which will be deducted from your pay in the US.

Mobility Premium(s)

Additionally, Nalco will provide you with a Mobility Premium at the beginning of your assignment equal to 10% of your base pay ($26,945) in effect as of the date of transfer to the host country. Upon successful completion of your assignment, you will receive an additional mobility premium equal to 10% of your base pay in effect on that date. If the assignment duration is less than 24 months, but more than 12, the second premium will be prorated or will not be paid.

 

 

Initials

 

             

 

             

 

1


Housing and Utility Allowance

The Housing & Utilities Allowances are designed to cover the additional cost of housing and utilities in the host location. Your Housing Allowance is calculated as the difference between typical expatriate housing cost in the host location and the home country-housing norm, unless you choose not to sell your home in Katy, Texas. The housing norm is defined as the typical cost of home country housing based on your salary and family size. The full housing allowance, equal to the actual cost of unfurnished rental accommodations, up to a maximum of $46,724 per year, will be paid from the host country in local currency and will begin when you occupy rental housing in that location. If you elect to sell your home in the US, a housing norm of $35,616 per year will be deducted from your home country pay as your contribution to the cost of housing in the host location. If you elect to maintain your home in the US, there will be no housing norm deduction because you will continue to have home country housing costs.

Nalco will separately reimburse you for your host location utilities up to a maximum of 170 Euros/month. Utilities are defined as expenditures for fuel and light, as well as power for heating, air-conditioning, cooking, and operating home appliances. Assistance with expenses such as Internet connection and private residential phone service is provided for by the goods & services allowance discussed in the next section, Nalco will pay up to the amount indicated, but not more than actual costs for housing or utilities.

Goods & Services Allowance (G&S)

The G&S Allowance represents


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