Directors' Compensation Policy and Election Plan



 Exhibit 10(c) 
 WD-40 Directors’ Compensation Policy 
 and Election Plan

 October 11, 2011 
 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 11, 2011. 
 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 $46,000 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 $46,000 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. 
 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 

  
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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. 
 Continuing Education 

Each director will be reimbursed up to a total of $3,000 per year for education expenses, including appropriate travel costs. There is no
“carry-forward” if the amount is not utilized during the year. Directors wishing to receive reimbursement should obtain prior approval of the program they wish to attend from the chairman of the board and should provide a summary of the
learnings from the program to the Corporate Governance Committee for its next meeting. Approvals to reimburse are provided by the chairman of the board. 
  

	
	Adopted by the Board of Directors, October 11, 2011
	
	/s/ Maria M. Mitchell
	 WD-40 Company Corporate Secretary



  
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