WD-40 Directors' Compensation Policy and Election Plan



 Exhibit 10(b) 
 WD-40 Directors’ Compensation Policy 
 and Election Plan 
 October 14, 2008 
 The WD-40 Corporate Governance
Committee has proposed, and the Board of Directors has adopted, the following Compensation Policy and Election Plan for directors (the “Election Plan”), effective as of October 14, 2008. 
 RESTRICTED STOCK UNITS 
 Each new non-employee director joining the
Board after the adoption of this Election Plan will receive restricted stock units (“RSUs”) with a fair market value on the date of grant of $32,000 as soon as practicable upon joining the Board. RSUs shall be granted by affirmative action
of the full Board under the WD-40 Company 2007 Stock Incentive Plan (the “Incentive Plan”). Vesting will be immediate and the units will be settled in Company stock upon termination of the director’s service on the Board for any
reason, including upon death, resignation, retirement or removal from office (“Termination”.) The RSUs will carry dividend equivalents payable in cash as and when declared on the Company’s stock in accordance with the Incentive Plan.
The Award Agreements issued with respect to the RSUs shall not permit the director to accelerate or otherwise obtain benefits (other than the dividend equivalent payments) with respect to the RSUs until Termination. All RSUs awarded pursuant to this
Election Plan shall be subject to Award Agreements having the same terms and conditions for vesting, time of payment, dividend equivalents and acceleration prohibition as provided for hereinabove and all references to RSUs in this Election Plan
shall refer to RSUs subject to such Award Agreements. 
 Each continuing non-employee director will receive annually an award of RSUs with a fair market
value of $32,000 on the date of grant. The RSUs will be granted by affirmative action of the full Board under the Incentive Plan at the organizational meeting of the Board immediately following the annual meeting of stockholders in December of each
year. 
 The award of RSUs to directors at the December meeting shall represent, in part, the full measure of compensation earned by each director for
services rendered in the month of December from and after such meeting. 
 ELECTION PLAN FOR PAYMENT OF ANNUAL BASE COMPENSATION IN CASH AND/OR BY AWARD
OF RESTRICTED STOCK UNITS 
 Annual base compensation for directors for services rendered during
the calendar year beginning on January 1st following the Company’s annual meeting of stockholders through the date of the next annual
meeting shall be $32,000. Such amount does not include board committee fees, director contribution fund donation or reimbursement for travel expenses. No separate compensation shall be payable for special meetings of the directors. 
  

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 Compensation for Directors to be Elected at the Annual Meeting 
 Annual base compensation for each non-employee director will be paid in a combination of cash and/or RSUs. Each director may elect to receive all or a portion of the
annual base compensation in cash in increments of $1,000 and shall make this election by the date of the annual meeting. The cash compensation to be paid, if any, shall be paid on March 1 of the following year. RSUs having a fair market value
as of the date of grant equal to the amount of annual base compensation not elected to be received in cash will be granted by affirmative action of the full Board under the Incentive Plan immediately following the annual shareholders meeting in
December, at which time, the director’s election shall become irrevocable. 
 Compensation for Directors Appointed During Year 
 Directors appointed during the year to fill a vacancy on the Board will receive annual base compensation according to the following schedule: 
  

				
	 Appointment at or prior to the second quarter meeting:
	  	$	32,000
	 Appointment at or prior to the third quarter meeting:
	  	$	24,000
	 Appointment at or prior to the fourth quarter meeting:
	  	$	16,000

 Payment of such compensation shall be made on or about the first day of the second month following appointment to
the Board. Prior to the effective date of the new director’s election to the Board, the director may elect to receive all or part of such compensation in cash in increments of $1,000 and RSUs shall be awarded in the manner provided for
elections with respect to the receipt of annual base compensation as set forth above. The RSUs are to be granted by the full Board under the Incentive Plan at the next meeting of the Board following receipt of the director’s election in the
same manner in which RSUs are awarded to directors pursuant to their annual compensation elections. The new director’s election shall be irrevocable upon the effective date of his or her service as a director. 
 Compensation for Directors Leaving During Year 
 If deemed practical
by the Corporate Governance Committee, a departing director will be paid for the pro-rata portion of time actually served and may be required to return a pro rata portion of compensation received or to forfeit a pro rata portion of RSUs awarded
pursuant to the foregoing election provisions, as such required return of compensation or forfeiture may be determined by the Corporate Governance Committee in its reasonable discretion. 
 IRC SECTION 409A PLAN 
 The foregoing provisions relating to the grant of RSUs under the Incentive Plan and a
director’s election to receive all or part of the annual base compensation in cash are intended to constitute a binding plan for purposes of Section 409A of the Internal Revenue Code. 
 BOARD CHAIRMAN COMPENSATION 
 The Chairman of the Board will receive
$14,000 as additional cash compensation annually. This amount will be pro-rated for partial year service as Chairman. 
  

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 COMMITTEE COMPENSATION 
 Annual Committee service fees are as stated below: 
 Audit Committee 
 $8,000 per member 
 Chairman $16,000 
 Compensation Committee 
 $4,000 per member 
 Chairman $8,000 
 Corporate Governance Committee 
 $4,000 per member 
 Chairman $8,000 
 Finance
Committee 
 $4,000 per member 
 Chairman $8,000 

Payment of annual committee service fees shall be made in lump sum on or about March 1 of each year covering committee services provided from the beginning of
the calendar year following each annual meeting to the next annual meeting. 
 ADDITIONAL BENEFITS 
 CHARITABLE DONATIONS 
 Each director is allowed to designate $6,000
annually from WD-40 Company Director Contributions Fund to a qualified (501(c)(3)) charitable organization. Newly elected directors will be eligible to make charitable funding designations for the fiscal year following the fiscal year in which
they are elected. Any continuing director who serves any part of a fiscal year shall be entitled to designate $6,000 for that year. 
 Adopted by the
Board of Directors, October 14, 2008. 
  

	
	/s/ Maria M. Mitchell
	WD-40 Company Corporate Secretary

  

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