STOCKHOLDER PROTECTION RIGHTS AGREEMENT dated as of October 30, 2007 between ZEP INC. and MELLON INVESTOR SERVICES LLC as Rights AgentStockholder 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).
INDEMNIFICATION AGREEMENTIndemnification 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”).
CHANGE IN CONTROL AGREEMENTChange 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
INCENTIVE STOCK OPTION AGREEMENT FOR KEY EMPLOYEESIncentive 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
ZEP INC. LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNITS AWARD AGREEMENTRestricted 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;
ZEP INC. SEVERANCE AGREEMENTSeverance 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”).
TAX DISAFFILIATION AGREEMENTTax 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”).
AGREEMENT AND PLAN OF DISTRIBUTION BY AND BETWEEN ACUITY BRANDS, INC. AND ZEP INC. DATED AS OF OCTOBER 31, 2007Agreement 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”).
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”).
STOCK APPRECIATION RIGHTS AGREEMENT FOR EXECUTIVE OFFICERSStock 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
NONQUALIFIED STOCK OPTION AGREEMENT FOR KEY EMPLOYEESNonqualified 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
TRANSITION SERVICES AGREEMENTTransition 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”).
ZEP INC. LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted 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;
ZEP INC. LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted 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;
ZEP INC. LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT FOR NONEMPLOYEE DIRECTORSRestricted 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;
STOCK OPTION AGREEMENT FOR NONEMPLOYEE DIRECTORSStock 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
STOCK APPRECIATION RIGHTS AGREEMENT FOR NONEMPLOYEE DIRECTORSStock 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
