0001193125-11-275892 Sample Contracts

CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • October 20th, 2011 • Wd 40 Co • Miscellaneous chemical products • California

THIS AGREEMENT (“Agreement”) is made on this 14th day of February, 2006 (the “Effective Date”) between WD-40 COMPANY (hereinafter the “Company”) and MICHAEL L. FREEMAN (hereinafter the “Executive”).

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WD-40 COMPANY 2007 STOCK INCENTIVE PLAN PERFORMANCE SHARE UNIT AWARD AGREEMENT
Performance Share Unit Award Agreement • October 20th, 2011 • Wd 40 Co • Miscellaneous chemical products • Delaware
Re: Amendment to Note Purchase and Private Shelf Agreement dated October 18, 2001
Wd 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:

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