Form of Long Term Incentive Plan Restricted Stock Award Agreement



 Exhibit 10.23 
 ZEP INC. 
 LONG-TERM INCENTIVE PLAN 
 RESTRICTED STOCK AWARD AGREEMENT 
 FOR NONEMPLOYEE DIRECTORS 
 THIS AGREEMENT, made and entered into as of
                     by and between Zep Inc., a Delaware Corporation, (the “Company”) and
                                        
(“Grantee”). 
 W • I • T • N • E • S • S • E • T • H      T
• H • A • T: 
 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; 
 NOW, THEREFORE, IT IS AGREED, by and between the
Company and Grantee, as follows: 
  

	 	1.	Award of Restricted Stock 

 1.1 The Company hereby
grants to Grantee an award of              Shares of restricted stock (“Restricted Stock”), subject to, and in accordance with, the restrictions, terms, and conditions set
forth in this Agreement. The grant date of this award of Restricted Stock is                      (the “Grant Date”). 
 1.2 This Agreement (including any appendices or exhibits) shall be construed in accordance with, and subject to, the provisions of the Plan (the
provisions of which are incorporated herein by reference) and, except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan. 
 1.3 This award of Restricted Stock is conditioned upon Grantee’s execution of this Agreement. If the Agreement is not executed by the Grantee, the
award of Restricted Stock may be cancelled by the Committee. 
  

	 	2.	Restrictions 

 2.1 Subject to Sections 2.3, 2.4, and
2.5 below, if the Grantee remains in service as a Director of the Company, the Restricted Stock shall vest as follows (each such date on which the Restricted Stock vests is hereinafter referred to as a “Vesting Date”): 
  

					
	 Number of Shares
	 	 	 	 Vesting Date

			
	 	 		 	 
			
	 	 		 	 
			
	 	 		 	 
			
	 	 		 	 








 2.2 Except as otherwise provided below, on each Vesting Date, Grantee shall own the Vested Shares of
Restricted Stock free and clear of all restrictions imposed by this Agreement (except those imposed by Section 3.4 below). The Company shall transfer the Vested Shares of Restricted Stock to an unrestricted account in the name of the Grantee as
soon as practical after each Vesting Date. 
 2.3 In the event, prior to the Vesting Date, (i) Grantee dies while serving as a Director
of the Company, or (ii) Grantee has his service terminated by reason of Disability, any Restricted Stock shall become fully vested and nonforfeitable as of the date of Grantee’s death or Disability. The Company shall transfer the Shares of
Restricted Stock, free and clear of any restrictions imposed by this Agreement (except for Section 3.4) to Grantee (or, in the event of death, his surviving spouse or, if none, to his estate) as soon as practical after his date of death or
termination for Disability. 
 2.4 Except for death or Disability as provided in Section 2.3, if Grantee ceases his service as a
Director of the Company prior to the Vesting Date, the Restricted Stock shall cease to vest further, the unvested Shares of Restricted Stock shall be immediately forfeited, and Grantee shall only be entitled to the Restricted Stock that has vested
as of his date of termination. 
 2.5 Notwithstanding the other provisions of this Agreement, in the event of a Change in Control prior to
the Vesting Date, all Shares of Restricted Stock shall become fully vested and nonforfeitable as of the date of the Change in Control. The Company shall transfer the Shares of Restricted Stock that become vested pursuant to this Section 2.5 to
an unrestricted account in the name of Grantee as soon as practical after the date of the Change in Control. 
 2.6 The Restricted Stock may
not be sold, assigned, transferred, pledged, or otherwise encumbered prior to the date Grantee becomes vested in the Restricted Stock. 
  

	 	3.	Stock; Dividends; Voting 

 3.1 The Restricted Stock
shall be registered in the name of Grantee as of the respective Grant Date for such Shares of Restricted Stock. The Company may issue stock certificates or evidence Grantee’s interest by using a restricted book entry account with the
Company’s transfer agent. Physical possession or custody of any stock certificates that are issued shall be retained by the Company until such time as the Shares are vested in accordance with Section 2. The Company reserves the right to
place a legend on such stock certificate(s) restricting the transferability of such certificates and referring to the terms and conditions (including forfeiture) of this Agreement and the Plan. 
  

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 3.2 During the period the Restricted Stock is not vested, the Grantee shall be entitled to receive
dividends or similar distributions declared on such Restricted Stock and Grantee shall be entitled to vote such Restricted Stock. 
 3.3 In
the event of a Change in Capitalization, the number and class of Shares or other securities that Grantee shall be entitled to, and shall hold, pursuant to this Agreement shall be appropriately adjusted or changed by the Committee to reflect the
Change in Capitalization in accordance with Section 4(d) of the Plan, provided that any such additional Shares or additional or different shares or securities shall remain subject to the restrictions in this Agreement. 
 3.4 Grantee represents and warrants that he is acquiring the Restricted Stock for investment purposes only, and not with a view to distribution thereof.
Grantee is aware that the Restricted Stock may not be registered under the federal or any state securities laws and that in that event, in addition to the other restrictions on the Shares, they will not be able to be transferred unless an exemption
from registration is available or the Shares are registered. By making this award of Restricted Stock, the Company is not undertaking any obligation to register the Restricted Stock under any federal or state securities laws. 
  

	 	4.	No Right to Continuing Service or Additional Grants 

 Nothing in this Agreement or the Plan shall be interpreted or construed to confer upon Grantee any right with respect to continuance of service as a Director of the Company. The Plan may be terminated at any time, and even if the Plan is
not terminated, Grantee shall not be entitled to any additional awards under the Plan. 
  

	 	5.	Grantee Bound by the Plan 

 Grantee hereby
acknowledges receipt of a copy of the Plan and the prospectus for the Plan, and agrees to be bound by all the terms and provisions thereof. 
  

	 	6.	Modification of Agreement 

 This Agreement may be
modified, amended, suspended, or terminated, and any terms or conditions may be waived, but only by mutual agreement of the parties in writing. 
  

	 	7.	Severability 

 Should any provision of this
Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.

  

	 	8.	Governing Law 

 The validity, interpretation,
construction, and performance of this Agreement shall be governed by the laws of the state of Delaware without giving effect to the conflicts of laws principles thereof. 
  


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	 	9.	Successors in Interest 

 This Agreement shall inure
to the benefit of, and be binding upon, the Company and its successors and assigns, whether by merger, consolidation, reorganization, sale of assets, or otherwise. This Agreement shall inure to the benefit of Grantee’s legal representatives.
All obligations imposed upon Grantee and all rights granted to the Company under this Agreement shall be final, binding, and conclusive upon Grantee’s heirs, executors, administrators, and successors. 
  

	 	10.	Resolution of Disputes 

 Any dispute or disagreement
which may arise under, or as a result of, or in any way relate to the interpretation, construction, or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding, and conclusive on
Grantee and the Company for all purposes. 
  

	 	11.	Pronouns; Including 

 Wherever appropriate in this
Agreement, personal pronouns shall be deemed to include the other genders and the singular to include the plural. Wherever used in this Agreement, the term “including” means “including, without limitation.” 
 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. 
  

							
	ATTEST:	 		 	ZEP INC.
				
	  
	 		 	By:	 	  

			
		 		 	GRANTEE:
			
		 		 	  


  

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