BETWEENAsset Purchase Agreement • November 23rd, 1999 • Wd 40 Co • Miscellaneous chemical products • New Jersey
EXHIBIT 10(b) WD-40 COMPANY -------------Wd 40 Co • November 13th, 1995 • Miscellaneous chemical products • California
CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • April 7th, 2022 • Wd 40 Co • Miscellaneous chemical products • California
THIS AGREEMENT (“Agreement”) is made on this 13th day of December, 2021 (the “Effective Date”) between WD-40 COMPANY (hereinafter the “Company”) and Phenix Kiamilev (hereinafter the “Executive”).
RECITALS:Employment Agreement • November 23rd, 1999 • Wd 40 Co • Miscellaneous chemical products • California
EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2001 • Wd 40 Co • Miscellaneous chemical products • California
THIS AGREEMENT ("Agreement") is made on this 9th day of July, 2001, between WD-40 COMPANY (hereinafter the "Company") and GEOFF J. HOLDSWORTH (hereinafter the "Executive").
WD-40 COMPANY FY 20__ RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND ACCEPTANCERestricted Stock Unit Award Agreement • October 22nd, 2021 • Wd 40 Co • Miscellaneous chemical products
Pursuant to your Restricted Stock Unit Award Grant Notice and Acceptance (“Grant Notice”) and this Restricted Stock Unit Award Agreement (“Agreement”), WD-40 Company, a Delaware corporation, (the “Company”) has awarded to you Restricted Stock Units (“RSUs”) under the WD-40 Company 2016 Stock Incentive Plan (the “Plan”) with respect to the number of shares of the Company’s Common Stock indicated in your Grant Notice. Defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 16, 2020 among WD-40 COMPANY, THE DESIGNATED BORROWERS PARTY HERETO, THE GUARANTORS PARTY HERETO, BANK OF AMERICA, N.A., as LenderCredit Agreement • March 19th, 2020 • Wd 40 Co • Miscellaneous chemical products • California
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of March 16, 2020 among WD-40 COMPANY, a Delaware corporation (the “Company”), certain Foreign Subsidiaries of the Company party hereto pursuant to Section 2.12 (each a “Designated Borrower” and together with the Company, each a “Borrower” and collectively the “Borrowers”), the Guarantors (defined herein), and BANK OF AMERICA, N.A., as Lender.
WD-40 COMPANY 2007 STOCK INCENTIVE PLAN PERFORMANCE SHARE UNIT AWARD AGREEMENTPerformance Share Unit Award Agreement • October 20th, 2011 • Wd 40 Co • Miscellaneous chemical products • Delaware
INDEMNITY AGREEMENTIndemnity Agreement • October 22nd, 2013 • Wd 40 Co • Miscellaneous chemical products • Delaware
THIS INDEMNITY AGREEMENT (“AGREEMENT”), effective as of ________________, is entered into by and between WD-40 COMPANY, a Delaware corporation (the “CORPORATION”), and [INDEMNITEE’S NAME] (the “INDEMNITEE”).
WD-40 COMPANY FY 20__ MARKET SHARE UNIT AWARD GRANT NOTICE AND ACCEPTANCEMarket Share Unit Award Agreement • October 23rd, 2023 • Wd 40 Co • Miscellaneous chemical products • Delaware
Pursuant to your Market Share Unit Award Grant Notice and Acceptance (“Grant Notice”) and this FY 20__ Market Share Unit Award Agreement (“Agreement”), WD-40 Company, a Delaware corporation (the “Company”), has awarded to you Performance Shares (referred to herein as Market Share Units or “MSUs”) under the WD-40 Company 2016 Stock Incentive Plan (as amended from time to time, the “Plan”) with respect to the “Target Number” of Shares of the Company’s Common Stock indicated in your Grant Notice. Defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.
WD-40 COMPANY FY 2017 RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND ACCEPTANCENotice and Acceptance • October 23rd, 2017 • Wd 40 Co • Miscellaneous chemical products
Pursuant to your RSU Award Grant Notice and Acceptance (“Grant Notice”) and this Restricted Stock Unit Award Agreement (“Agreement”), WD-40 Company, a Delaware corporation, (the “Company”) has awarded to you Restricted Stock Units (“RSUs”) under the WD-40 Company 2007 Stock Incentive Plan (the “Plan”) with respect to the number of shares of the Company’s Common Stock indicated in your Grant Notice. Defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 18th, 2015 • Wd 40 Co • Miscellaneous chemical products • California
THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of May 13, 2015 (this “Amendment”), is entered into among WD-40 COMPANY, a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto (together with the Borrower, each a “Loan Party” and collectively the “Loan Parties”) and BANK OF AMERICA, N.A. (the “Lender”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (defined below).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 26th, 2001 • Wd 40 Co • Miscellaneous chemical products • Delaware
THIS STOCK PURCHASE AGREEMENT, made as of the 26th day of March, 2001 by and among WD-40 Company, a Delaware corporation ("Buyer"), HPD Holdings Corp. and its wholly-owned subsidiary HPD Laboratories, Inc., Delaware corporations (collectively referred to as "Company"), and the Persons listed on the attached Schedule (each a Shareholder and collectively the Majority Shareholder on behalf of themselves individually and all other shareholders, collectively the "Shareholders").
PGIM, Inc. and the Noteholders signatory hereto c/o Prudential Capital Group Los Angeles, CA 90067Wd 40 Co • April 9th, 2020 • Miscellaneous chemical products • New York
Reference is made to that certain Note Purchase and Private Shelf Agreement, dated as of November 15, 2017 (as amended or otherwise modified from time to time, the “Agreement”), by and between WD-40 Company, a Delaware corporation (the “Company”), on the one hand, and PGIM, Inc. and the other Purchasers, on the other hand. Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Agreement.
LOAN AGREEMENTLoan Agreement • April 8th, 2010 • Wd 40 Co • Miscellaneous chemical products • California
THIS LOAN AGREEMENT (“Agreement”) is made and entered into as of September 22, 2008 by and between WD-40 Company, a Delaware corporation (“Borrower”), and UNION BANK OF CALIFORNIA, N.A., a national banking association (“Bank”).
WD-40 COMPANY 2007 STOCK INCENTIVE PLAN 2009 PERFORMANCE SHARE UNIT AWARD AGREEMENT (As Amended March 23, 2010)Share Unit Award Agreement • March 26th, 2010 • Wd 40 Co • Miscellaneous chemical products • Delaware
WD-40 Company (the “Company”), pursuant to the WD-40 Company 2007 Stock Incentive Plan (the “Plan”), hereby grants to you as the Award Recipient, an award for Performance Share Units (“PSUs”) with respect to the number of shares of the Company’s Common Stock set forth below. This award of PSUs is subject to all of the terms and conditions as set forth herein and in the 2009 Performance Share Unit Award Agreement (the “PSU Award Agreement”) and the Plan, each of which is incorporated herein by this reference. By your execution of this PSU Award Grant Notice and Acceptance, you acknowledge prior receipt of a copy of the Plan or delivery of a copy of the Plan together with this PSU Award Grant Notice and Acceptance.
WD-40 COMPANY FY 20__ MARKET SHARE UNIT AWARD GRANT NOTICE AND ACCEPTANCEMarket Share Unit Award Agreement • October 21st, 2024 • Wd 40 Co • Miscellaneous chemical products • Delaware
Pursuant to your Market Share Unit Award Grant Notice and Acceptance (“Grant Notice”) and this FY 20__ Market Share Unit Award Agreement (“Agreement”), WD-40 Company, a Delaware corporation (the “Company”), has awarded to you Performance Shares (referred to herein as Market Share Units or “MSUs”) under the WD-40 Company 2016 Stock Incentive Plan (as amended from time to time, the “Plan”) with respect to the “Target Number” of Shares of the Company’s Common Stock indicated in your Grant Notice. Defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 9th, 2013 • Wd 40 Co • Miscellaneous chemical products • California
THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of January 7, 2013 (this “Amendment”), is entered into among WD-40 COMPANY, a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto (together with the Borrower, each a “Loan Party” and collectively the “Loan Parties”) and BANK OF AMERICA, N.A. (the “Lender”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (defined below).
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 25th, 2019 • Wd 40 Co • Miscellaneous chemical products • California
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT dated as of January 22, 2019 (this “Amendment”), is entered into among WD-40 COMPANY, a Delaware corporation (the “Company”), WD-40 COMPANY LIMITED (“WD-40 UK”), the Guarantors party hereto (together with the Company and WD-40 UK, each a “Loan Party” and collectively the “Loan Parties”) and BANK OF AMERICA, N.A. (the “Lender”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (defined below).
PURCHASE AGREEMENTConfidentiality and Non-Competition Agreement • July 15th, 2002 • Wd 40 Co • Miscellaneous chemical products • Kansas
assure the continued value of the goodwill being transferred pursuant to the Purchase Agreement, Shareholder will not, until the expiration of three (3) years after the termination of the employment relationship between Company and Shareholder, or termination of the ownership interest of Shareholder in Company, engage, directly or indirectly, or through any corporations or associates, in any business, enterprise or employment which is directly competitive with the activities of the Company as engaged in as of the date of the Purchase Agreement within the territory of the United States of America and Canada.
WD-40 COMPANY 7.28% SERIES A NOTES DUE 2011 ($75,000,000 Principal Amount) $45,000,000 PRIVATE SHELF FACILITY NOTE PURCHASE AND PRIVATE SHELF AGREEMENT October 18, 2001Security Agreement • April 8th, 2010 • Wd 40 Co • Miscellaneous chemical products • New York
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 17th, 2017 • Wd 40 Co • Miscellaneous chemical products • California
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT dated as of November 15, 2017 (this “Amendment”), is entered into among WD-40 COMPANY, a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto (together with the Borrower, each a “Loan Party” and collectively the “Loan Parties”) and BANK OF AMERICA, N.A. (the “Lender”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (defined below).
PGIM, Inc. and the Noteholders signatory hereto c/o Prudential Private Capital Los Angeles, CA 90067Wd 40 Co • October 6th, 2020 • Miscellaneous chemical products • New York
Reference is made to that certain Note Purchase and Private Shelf Agreement, dated as of November 15, 2017 (as amended or otherwise modified from time to time, the “Agreement”), by and between WD-40 Company, a Delaware corporation, on the one hand, and PGIM, Inc. and the other Purchasers, on the other hand. Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Agreement.
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 27th, 2018 • Wd 40 Co • Miscellaneous chemical products • California
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT dated as of February 23, 2018 (this “Amendment”), is entered into among WD-40 COMPANY, a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto (together with the Borrower, each a “Loan Party” and collectively the “Loan Parties”) and BANK OF AMERICA, N.A. (the “Lender”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (defined below).
PGIM, Inc. and the Noteholders signatory hereto c/o Prudential Capital Group Los Angeles, CA 90067Wd 40 Co • February 27th, 2018 • Miscellaneous chemical products • New York
Reference is made to that certain Note Purchase and Private Shelf Agreement, dated as of November 15, 2017 (as amended or otherwise modified from time to time, the “Agreement”), by and between WD-40 Company, a Delaware corporation, on the one hand, and PGIM, Inc. and the other Purchasers, on the other hand. Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Agreement.
WD-40 COMPANY FY 20__ RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND ACCEPTANCERestricted Stock Unit Award Agreement • October 21st, 2024 • Wd 40 Co • Miscellaneous chemical products
Pursuant to your Restricted Stock Unit Award Grant Notice and Acceptance (“Grant Notice”) and this FY 20__ Restricted Stock Unit Award Agreement (“Agreement”), WD-40 Company, a Delaware corporation (the “Company”), has awarded to you Restricted Stock Units (“RSUs”) under the WD-40 Company 2016 Stock Incentive Plan (as amended from time to time, the “Plan”) with respect to the number of Shares of the Company’s Common Stock indicated in your Grant Notice. Defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.
Re: Amendment to Note Purchase and Private Shelf Agreement dated October 18, 2001Wd 40 Co • October 20th, 2011 • Miscellaneous chemical products
Reference is made to the Note Purchase and Private Shelf Agreement (as amended, the “Agreement”) dated October 18, 2001 by and between WD-40 Company (the “Company”) and each of the undersigned (the “Purchasers”). Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Agreement. Pursuant to the request of the Company and paragraph 11C of the Agreement, the Purchasers and the Company agree that the Agreement shall be amended as follows:
PGIM, Inc. and the Noteholders signatory hereto c/o Prudential Capital Group Los Angeles, CA 90067Wd 40 Co • March 19th, 2020 • Miscellaneous chemical products • New York
Reference is made to that certain Note Purchase and Private Shelf Agreement, dated as of November 15, 2017 (as amended or otherwise modified from time to time, the “Agreement”), by and between WD-40 Company, a Delaware corporation, on the one hand, and PGIM, Inc. and the other Purchasers, on the other hand. Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Agreement.
Quota Purchase AgreementQuota Purchase Agreement • March 7th, 2024 • Wd 40 Co • Miscellaneous chemical products
This quota purchase agreement (“Agreement”) is entered into by and between the following parties (jointly “Parties” and individually “Party”):
DATED 10 FEBRUARY 2004 PZ CUSSONS (INTERNATIONAL) LIMITED and WD-40 COMPANY LIMITEDWd 40 Co • April 14th, 2004 • Miscellaneous chemical products • England
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 6th, 2020 • Wd 40 Co • Miscellaneous chemical products • California
THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of September 30, 2020 (this “Amendment”), is entered into among WD-40 COMPANY, a Delaware corporation (the “Company”), WD-40 COMPANY LIMITED (“WD-40 UK”), the Guarantors party hereto (together with the Company and WD-40 UK, each a “Loan Party” and collectively the “Loan Parties”) and BANK OF AMERICA, N.A. (the “Lender”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (defined below).
PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONSPurchase and Sale Agreement • August 4th, 2016 • Wd 40 Co • Miscellaneous chemical products • California
This PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“Agreement”) is made and entered into as of July 29, 2016 (“Effective Date”), by and between 9715 BUSINESSPARK AVENUE LLC, a Delaware limited liability company (“Seller”), and WD-40 COMPANY, a Delaware corporation (“Buyer”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 19th, 2015 • Wd 40 Co • Miscellaneous chemical products • California
THIS THIRD AMENDMENT TO CREDIT AGREEMENT dated as of November 16, 2015 (this “Amendment”), is entered into among WD-40 COMPANY, a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto (together with the Borrower, each a “Loan Party” and collectively the “Loan Parties”) and BANK OF AMERICA, N.A. (the “Lender”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (defined below).
April 8, 2020Wd 40 Co • April 9th, 2020 • Miscellaneous chemical products • California
PGIM, Inc. and the Noteholders signatory hereto c/o Prudential Private Capital Los Angeles, CA 90067Wd 40 Co • May 2nd, 2024 • Miscellaneous chemical products
Reference is made to that certain Note Purchase and Private Shelf Agreement, dated as of November 15, 2017 (as amended or otherwise modified from time to time, the “Agreement”), by and between WD-40 Company, a Delaware corporation, on the one hand, and PGIM, Inc. and the other Purchasers, on the other hand. Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Agreement.
