FORM OF STOCKHOLDER PROTECTION RIGHTS AGREEMENT dated as of between ZEP INC. and BANK OF NEW YORK, as Rights AgentStockholder Protection Rights Agreement • September 12th, 2007 • Acuity SpinCo, Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware
STOCKHOLDER PROTECTION RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of , 2007, between Zep Inc., a Delaware corporation (the “Company”), and Bank of New York, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).
FORM OF AGREEMENT AND PLAN OF DISTRIBUTION BY AND BETWEEN ACUITY BRANDS, INC. AND ZEP INC. DATED AS OF , 2007Agreement and Plan of Distribution • September 12th, 2007 • Acuity SpinCo, Inc. • Specialty cleaning, polishing and sanitation preparations • Georgia
This AGREEMENT AND PLAN OF DISTRIBUTION (this “Agreement”), dated as of , 2007, by and between ACUITY BRANDS, INC., a Delaware corporation (“Parent”), and ZEP INC. a Delaware corporation and, prior to the Distribution (as defined herein), a wholly owned subsidiary of Parent (“SpinCo”).
EMPLOYEE BENEFITS AGREEMENT between ACUITY BRANDS, INC. and ZEP INC.Employee Benefits Agreement • September 12th, 2007 • Acuity SpinCo, Inc. • Specialty cleaning, polishing and sanitation preparations • Georgia
THIS EMPLOYEE BENEFITS AGREEMENT, dated as of the day of , 2007, is by and between Acuity Brands, Inc., a Delaware corporation (“Acuity” or the “Corporation”), and Zep Inc., a Delaware corporation (“SpinCo”).
FORM OF TRANSITION SERVICES AGREEMENTTransition Services Agreement • September 12th, 2007 • Acuity SpinCo, Inc. • Specialty cleaning, polishing and sanitation preparations • Georgia
This TRANSITION SERVICES AGREEMENT dated as of , 2007 (this “Agreement”), by and between ACUITY BRANDS, INC., a Delaware corporation (“Parent”), and ZEP INC., a Delaware corporation (“SpinCo”).
FORM OF TAX DISAFFILIATION AGREEMENTForm of Tax Disaffiliation Agreement • September 12th, 2007 • Acuity SpinCo, Inc. • Specialty cleaning, polishing and sanitation preparations • Georgia
TAX DISAFFILIATION AGREEMENT dated as of , 2007 (this “Agreement”), between ACUITY BRANDS, INC., a Delaware corporation (“Parent”), and Zep Inc., a Delaware corporation (“SpinCo”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 12th, 2007 • Acuity SpinCo, Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware
This Agreement made as of , 2007, between Zep Inc., a Delaware corporation (the “Company”) and , a director, officer, employee or agent of the Company (the “Indemnitee”).
