0001193125-07-235177 Sample Contracts

STOCKHOLDER PROTECTION RIGHTS AGREEMENT dated as of October 30, 2007 between ZEP INC. and MELLON INVESTOR SERVICES LLC as Rights Agent
Stockholder Protection Rights Agreement • November 5th, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware

STOCKHOLDER PROTECTION RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of October 30, 2007, between Zep Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 5th, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware

INDEMNIFICATION AGREEMENT, made and executed this ________ day of ___________, 2007, by and between Zep Inc., a Delaware corporation (the “Company”), and __________________, an individual resident of the State of ______________ (the “Indemnitee”).

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CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 5th, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Georgia

WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that the possibility of a Change in Control (as hereinafter defined) exists and that the threat of or the occurrence of a Change in Control can result in significant distractions of its key management personnel because of the uncertainties inherent in such a situation; and

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INCENTIVE STOCK OPTION AGREEMENT FOR KEY EMPLOYEES
Incentive Stock Option Agreement • November 5th, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware

WHEREAS, the Company has adopted the Zep Inc. Long-Term Incentive Plan (the “Plan”) in order to provide additional incentive to certain officers and key employees of the Company and its Subsidiaries; and

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ZEP INC. LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNITS AWARD AGREEMENT
Restricted Stock Units Award Agreement • November 5th, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware

WHEREAS, the Company maintains the Zep Inc. Long-Term Incentive Plan (the “Plan”), and Grantee has been selected by the Committee to receive a Restricted Stock Units Award under the Plan;

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ZEP INC. SEVERANCE AGREEMENT
Severance Agreement • November 5th, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Georgia

THIS AGREEMENT (the “Agreement”), made and entered into as of this day of , 2007, by and between ZEP INC., a Delaware corporation (the “Company”), and (the “Executive”).

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TAX DISAFFILIATION AGREEMENT
Tax Disaffiliation Agreement • November 5th, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Georgia

TAX DISAFFILIATION AGREEMENT dated as of October 31, 2007 (this “Agreement”), between ACUITY BRANDS, INC., a Delaware corporation (“Parent”), and Zep Inc., a Delaware corporation (“SpinCo”).

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AGREEMENT AND PLAN OF DISTRIBUTION BY AND BETWEEN ACUITY BRANDS, INC. AND ZEP INC. DATED AS OF OCTOBER 31, 2007
Agreement and Plan of Distribution • November 5th, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Georgia

This AGREEMENT AND PLAN OF DISTRIBUTION (this “Agreement”), dated as of October 31, 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”).

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EMPLOYEE BENEFITS AGREEMENT between ACUITY BRANDS, INC. and ZEP INC.
Employee Benefits Agreement • November 5th, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Georgia

THIS EMPLOYEE BENEFITS AGREEMENT, dated as of the 31st day of October, 2007, is by and between Acuity Brands, Inc., a Delaware corporation (“Acuity” or the “Corporation”), and Zep Inc., a Delaware corporation (“SpinCo”).

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STOCK APPRECIATION RIGHTS AGREEMENT FOR EXECUTIVE OFFICERS
Stock Appreciation Rights Agreement • November 5th, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware

WHEREAS, the Company has adopted the Zep Inc. Long-Term Incentive Plan (the “Plan”) in order to provide additional incentive to certain officers and key employees of the Company and its Subsidiaries; and

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NONQUALIFIED STOCK OPTION AGREEMENT FOR KEY EMPLOYEES
Nonqualified Stock Option Agreement • November 5th, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware

WHEREAS, the Company has adopted the Zep Inc. Long-Term Incentive Plan (the “Plan”) in order to provide additional incentive to certain officers and key employees of the Company and its Subsidiaries; and

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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • November 5th, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Georgia

This TRANSITION SERVICES AGREEMENT dated as of October 31, 2007 (this “Agreement”), by and between ACUITY BRANDS, INC., a Delaware corporation (“Parent”), and ZEP INC., a Delaware corporation (“SpinCo”).

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ZEP INC. LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • November 5th, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware

WHEREAS, the Company maintains the Zep Inc. Long-Term Incentive Plan (the “Plan”), and Grantee has been selected by the Committee to receive a Restricted Stock Award under the Plan;

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ZEP INC. LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • November 5th, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware

WHEREAS, the Company maintains the Zep Inc. Long-Term Incentive Plan (the “Plan”), and Grantee has been selected by the Committee to receive a Restricted Stock Award under the Plan;

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ZEP INC. LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT FOR NONEMPLOYEE DIRECTORS
Restricted Stock Award Agreement • November 5th, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware

WHEREAS, the Company maintains the Zep Inc. Long-Term Incentive Plan (the “Plan”), and Grantee has been selected by the Committee to receive a Restricted Stock Award under the Plan;

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STOCK OPTION AGREEMENT FOR NONEMPLOYEE DIRECTORS
Stock Option Agreement • November 5th, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware

WHEREAS, the Company has adopted the Zep Inc. Long-Term Incentive Plan (the “Plan”) in order to provide additional incentive to certain officers, key employees and nonemployee directors of the Company and its Subsidiaries; and

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STOCK APPRECIATION RIGHTS AGREEMENT FOR NONEMPLOYEE DIRECTORS
Stock Appreciation Rights Agreement • November 5th, 2007 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware

WHEREAS, the Company has adopted the Zep Inc. Long-Term Incentive Plan (the “Plan”) in order to provide additional incentive to certain officers, key employees and nonemployee directors of the Company and its Subsidiaries; and

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