Exhibit 10(iii)A(54)

**Zep Inc.**

**2010 Omnibus Incentive Plan**

**Restricted Stock Award Agreement**

THIS AGREEMENT, made and entered into as of                    ,              by and between Zep Inc., a Delawarecorporation, (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. 2010 Omnibus Incentive Plan (the “Plan”), and Grantee has been selected by theCommittee to receive a Restricted Stock Award under the Plan; 

WHEREAS, the Company and Grantee have determined that Granteeshall enter into certain non-competition, non-solicitation, non-recruitment and non-disclosure covenants, attached hereto as Exhibits A, B, C and D, respectively, in consideration for receipt of the Restricted Stock Award pursuant hereto, receipt ofany future Plan Awards, continued employment, receipt of Confidential Information and Trade Secrets (as defined in Exhibit D attached hereto), and other good and valuable consideration, and; 

NOW, THEREFORE, IT IS AGREED, by and between the Company and Grantee, as follows: 

 

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 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 thePlan (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 Restricted Stock Award is conditioned upon Grantee’s acceptance of the terms of this Agreement, as evidenced byGrantee’s execution of this Agreement or by Grantee’s electronic acceptance of the Agreement in a manner and during the time period allowed by the Company. If the terms of this Agreement are not timely accepted by execution or by suchelectronic means, this Restricted Stock Award may be unilaterally cancelled or terminated by the Committee. 

 
2.**Restrictions**
2.1 Subjectto Sections 2.3, 2.5, and 2.6 below, if the Grantee remains employed by 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     
For purposes of this Agreement, employment with a Subsidiary or Affiliate of the Company shall be consideredemployment with the Company. 

2.2 Except as otherwise provided below, on each Vesting Date, Grantee shall own the VestedShares of Restricted Stock free and clear of all restrictions imposed by this Agreement (except those imposed by Section 2.4 below). The Company shall transfer the Vested Shares of Restricted Stock to an unrestricted account in the name of theGrantee as soon as practical after each Vesting Date, and in any event within thirty (30) days thereof. 

2.3 In the eventthat, prior to a Vesting Date: (i) Grantee dies while actively employed by the Company, or (ii) Grantee’s employment is terminated by reason of Disability, any Restricted Stock which had not theretofore vested shall become fullyvested and nonforfeitable as of the date of Grantee’s death or termination by reason of Disability. The Company shall transfer the Vested Shares, free and clear of any restrictions imposed by this Agreement (except for Section 2.4) toGrantee (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, and in any event within thirty (30) days thereof. 

2.4 In exchange for receipt of consideration in the form of the Restricted Stock Award pursuant to this Agreement, the potential ofreceiving such awards in the future, continued employment, receipt of Confidential Information and Trade Secrets (as defined in Exhibit D attached hereto), and other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, Grantee agrees that, for the periods set forth in Exhibits A, B, C, and D attached hereto (the “Restricted or Confidentiality Periods”), Grantee shall comply with each of the restrictive covenants set forth in such exhibits(the “Restrictive Covenants”). The parties hereto recognize that Grantee may experience periodic material changes in his job title and/or to the principal duties, responsibilities or services that he is called upon to perform on the behalfof the Company. If Grantee experiences such a material job change, Grantee agrees to enter into a signed, written addendum to Exhibit A hereto, as necessary, at the Company’s request, reflecting such material change. Moreover, in theevent of any material change in corporate organization on the part of the Direct Competitors set forth in Exhibit A hereto, the parties agree to amend Exhibit A, as necessary, at the Company’s request, in order to reflect suchchange. Upon execution, any such written modification to Exhibit A shall represent an enforceable amendment to this Agreement and shall augment and supplement the definitions of the terms Executive Services or Direct Competitor set forth inExhibit A hereto, as applicable. 

 
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Grantee acknowledgesthat, prior to this Agreement, the Company has furnished and will continue to furnish to Grantee Confidential Information and Trade Secrets (as defined in Exhibit D attached hereto) which could be used by a competitor of the Company to theCompany’s substantial detriment. Moreover, the parties recognize that Grantee, during the course of his employment with the Company, has and will develop important relationships with customers and others having valuable business relationshipswith the Company. In view of the foregoing, Grantee acknowledges and agrees that the restrictive covenants contained in Exhibits A, B, C, and D to the Agreement are reasonably necessary to protect the Company’s legitimate business interests andgood will. 

2.5 Except for death or Disability as provided in Section 2.3, or except as otherwise provided in a severanceagreement, employment agreement or similar agreement with Grantee, if Grantee terminates his employment or if the Company terminates Grantee prior to the Vesting Date, the Restricted Stock shall cease to vest further, the unvested Shares ofRestricted Stock shall be immediately forfeited, and Grantee shall only be entitled to the Restricted Stock that has vested as of his date of termination. 

2.6 Notwithstanding the other provisions of this Agreement, in the event of a Change in Control prior to a Vesting Date, all unvested Shares of Restricted Stock shall become fully vested andnonforfeitable as of the date of the Change in Control. The Company shall transfer the resulting Vested Shares to an unrestricted account in the name of Grantee as soon as practical after the date of the Change in Control, and in any event withinthirty (30) days thereof. 

2.7 The Restricted Stock may not be sold, assigned, transferred, pledged, or otherwiseencumbered 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 Grant Date. The Company may issue stock certificates orevidence 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 Sharesof Restricted Stock 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 (includingforfeiture) of this Agreement and the Plan. 

3.2 The Grantee shall not be entitled to receive dividends or similardistributions with respect to Restricted Stock that is not vested or that is forfeited. The Grantee shall be entitled to receive dividends or similar distributions if, when and as declared on vested Shares of Restricted Stock. Shares that vest afterthe record date, but prior to the payment date with respect to a dividend or distribution, shall be entitled to receive the dividend or distribution. Upon the vesting of any Shares of Restricted Stock comprising a part of this Award, the Companyshall either (i) pay to the Grantee an amount of cash equal to the amount of all dividends or similar distributions on the then vesting shares of Restricted Stock (without interest) that were declared and paid between the Grant Date and thevesting date (the “Accumulated Dividends”) or (ii)

 
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apply an amount equal to the Accumulated Dividends to the payment of the amount of taxes required by any government to be withheld or otherwise deducted and paid with respect to the distributionof the then vesting shares of Restricted Stock to the Grantee. When the Grantee accepts this Award of Restricted Stock, the Grantee shall make an irrevocable election to have the entire amount of the Accumulated Dividends applied as set forth inclause (i) or clause (ii) of the preceding sentence. The Grantee may not elect to have part of the Accumulated Dividends applied as set forth in clause (i) and part as set forth in clause (ii). The Company shall not be required toestablish a fund or account for the Grantee with respect to the Accumulated Dividends. However, the Company shall maintain a record of the Accumulated Dividends by making appropriate entries in its accounting records. 

3.3 The Grantee shall be entitled to vote all Shares of Restricted Stock comprising this Restricted Stock Award, whether or not vested.

3.4 In the event of a Material Business Event, the Committee may take any of the actions contemplated under Section 14of the Plan with respect to the Award and/or the Restricted Stock. 

3.5 Grantee represents and warrants that he is acquiringthe 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 tothe 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 toregister the Restricted Stock under any federal or state securities laws. 

 
4.**No Right to Continued Employment 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 employment by the Company or a Subsidiary or Affiliate, nor shallthis Agreement or the Plan interfere in any way with the right of the Company or a Subsidiary to terminate Grantee’s employment at any time. The Plan may be terminated at any time, and even if the Plan is not terminated, Grantee shall not beentitled to any additional awards under the Plan. 

 
5.**Taxes and Withholding**
Grantee shall be responsible for all federal, state, and local income taxes payable with respect to this Restricted Stock Award, includingany dividends paid on vested Restricted Stock. Grantee shall have the right to make such elections under the Internal Revenue Code of 1986, as amended, as are available in connection with this Restricted Stock Award. The Company and Grantee agree toreport the value of the Restricted Stock in a consistent manner for federal income tax purposes. The Company shall have the right to retain and withhold from any distribution (including the transfer to an unrestricted account in the name of Granteeupon vesting) of Restricted Stock or cash hereunder, the amount of taxes required by any government to be withheld or otherwise deducted and paid with respect to such distribution. At its discretion,

 
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the Company may require Grantee to reimburse the Company for any such taxes required to be withheld and may withhold any distribution in whole or in part until the Company is so reimbursed. Inlieu thereof, the Company shall have the right to withhold from any other cash amounts due to Grantee an amount equal to such taxes required to be withheld or withhold and cancel (in whole or in part) a number of shares of Restricted Stock having amarket value equal to the amount of such taxes. If Grantee has elected to apply the Accumulated Dividends to the payment of such taxes, the Company shall do so. 

 
6.**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 andprovisions thereof. 

 
7.**Modification of Agreement**
This Agreement may be modified, amended, suspended, or terminated, and any terms or conditions hereof may be waived in accordance with theprovisions of Section 17.3 of the Plan. 

 
8.**Severability**
Should anyprovision 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 accordancewith their terms. 

 
9.**Governing Law**
Thevalidity, interpretation, construction, and performance of this Agreement, with the exception of the restrictive covenants contained in Exhibits A, B, C, and D to the Agreement, shall be governed by the laws of the state of Delaware without givingeffect to the conflicts of laws principles thereof. The validity, interpretation, construction, and performance of the restrictive covenants contained in Exhibits A, B, C, and D to the Agreement shall be governed by the laws of the state of Georgiawithout giving effect to the conflicts of laws principles thereof. For the purpose of resolving any dispute which may arise regarding this Agreement, the Grantee hereby consents to venue and personal jurisdiction in any court of competentjurisdiction in the state of Georgia. 

 
10.**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 befinal, binding, and conclusive upon Grantee’s heirs, executors, administrators, and successors. 

 
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11.**Resolution of Disputes**
Any dispute or disagreement which may arise under, or as a result of, or in any way be related to the interpretation, construction, orapplication 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. 

 
12.**Pronouns; Including**
Wherever appropriate in this Agreement, personal pronouns shall be deemed to include the other genders and the singular to include theplural. Wherever used in this Agreement, the term “including” means “including, without limitation.” 

INWITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. 

 
**Zep Inc.**By: 
 
 John K. Morgan Chairman, President and Chief Executive Officer**Grantee:**
 

 
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**EXHIBIT A**

**TO ZEP INC.**

**2010 OMNIBUS INCENTIVE PLAN**

**RESTRICTED STOCK AWARD AGREEMENT**

**NON-COMPETITION COVENANT**

 
1.**DEFINITIONS**
Capitalizedterms contained herein shall have the same meaning as those defined terms set forth in the Agreement. In addition, the following terms used in this Exhibit “A” shall have the following meanings: 

A. “Direct Competitor” means the following entities: [To be revised as appropriate] (1) Ecolab Inc.; (2) DiverseyInc.; (3) NCH Corporation; (4) State Industrial Products Corporation; (5) Rochester Midland Corporation; (6) Ondeo Nalco Company; (7) CRC Industries, Inc.; (8) S. C. Johnson & Son, Inc.; (9) KimballMidwest, Inc.; (10) WD-40 Company; (11) Chemtura Corporation; (12) ChemStation International, Inc.; (13) Safety-Kleen Systems Inc.; (14) The Clorox Company; (15) The Proctor & Gamble Company; as well as any oftheir respective affiliates, subsidiaries and/or parent companies that are either located or transact business within the Territory and are engaged in the Company Business (as that term is defined in subsection D herein), but only to the extent eachand only with respect to business operation(s) which engage(s) in the manufacturing and/or sale of one or more of the classes of products that constitute the Company Business. 

B. “Executive Services” means those principal duties and responsibilities that Executive performs on behalf of the Company during his employment. As [TITLE], those duties and responsibilitiesinclude oversight of [INSERT DESCRIPTION OF DUTIES]; 

C. “Restricted Period” means a period of twelve(12) months following the Grantee’s Date of Termination; and 

D. “Company Business” means the manufactureand/or sale of one or more of the following classes of products: specialty chemical products, cleaners, degreasers, absorbents, sanitizers, deodorizers, polishes, floor finishes, sealants, lubricants, disinfectants, janitorial supplies, paintstrippers, paint removers, rust strippers, soaps and detergents, bleaches, fabric softeners, liquid sweeping compounds, aerosol gasket forming compositions, non-slip adhesive film for brakes, tire and rubber mat dressings, floor waxes, asphalt andtar removers, concrete removers, vehicle drying agents, vehicle rain repellant and glass treatment, steam cleaning compositions, chemical preparations for unclogging pipes and septic tank cleaning, spill treatments, anti-seize compounds, treatmentproducts for hazardous solvents, pesticides, pest control products and/or drain care products, preparations for killing weeds, fungicides, herbicides, rodenticides, vermicides, insect repellants, ground control chemicals, power operated industrialand commercial cleaning equipment (namely, sprayers, fog sprayers, steam cleaning machines, pressure washers, and air agitation cleaners and pumps for use in connection therewith, steam cleaners, vacuum cleaners, carpet cleaning and shampooingmachines, floor 

 
Exhibit A-1

cleaning and polishing machines and parts associated therewith), or manually-operated cleaning equipment and accessories (including, but not limited to, brooms, dustpans, scrubbing brushes, mops,squeegees, dispensers for floor wax, buckets, mop wringers, sponges, scouring pads, plastic janitorial mats, wiping cloths, steel wool, chamois skins, soap and chemical dispensers, towel and sanitary napkin dispensers, cleaning gloves, pails andparts therefore, and waste receptacles). 

E. “Customers” means customers of the Company with whom Grantee hadMaterial Contact on behalf of the Company during the two-year period preceding the termination of Grantee’s employment with the Company. 

F. “Material Contact” shall mean contact whereby (i) Grantee had business dealings with the person, entity, customer or supplier on the Company’s behalf; (ii) Grantee wasresponsible for supervising or coordinating the dealings between the person, entity, customer or supplier and the Company; or (iii) Grantee obtained Trade Secrets or Confidential Information (such terms having the same meanings as defined inExhibit D) about the person, entity, customer or supplier as a result of Grantee’s association with the Company. 

G.“Territory” shall mean the areas identified in Section 2 herein. 

 
2.**ACKNOWLEDGEMENTS**
As usedin this Agreement, “Territory” refers to the United States of America. To that end, Grantee agrees and acknowledges that during his period of employment with the Company, he has and will render executive, strategic and managerial servicesto and for the Company throughout the United States, which are special, unusual, extraordinary, and of peculiar value to the Company. Grantee further acknowledges that the services he performs on behalf of the Company are at a senior manageriallevel and are not limited in their territorial scope to any particular city, state, or region, but instead have nationwide impact throughout the United States. Grantee further acknowledges and agrees that: (a) the Company’s business is, atthe very least, national in scope; (b) these restrictions are reasonable and necessary to protect the Confidential Information, business relationships, and goodwill of the Company; and (c) should Grantee engage in or threaten to engage inactivities in violation of these restrictions, it would cause the Company irreparable harm which would not be adequately and fully redressed by the payment of damages to the Company. In addition to other remedies available to the Company, theCompany shall accordingly be entitled to injunctive relief in any court of competent jurisdiction for any actual or threatened breach by Grantee of the provisions of this Exhibit A. Grantee further acknowledges that he will not be entitled to anycompensation or benefits from the Company or any of its affiliates in the event of a final non-appealable judgment that he materially breached his duties or obligations under Exhibit A. 

 
3.**NON-COMPETITION**
Granteeagrees that, while employed by the Company and for the Restricted Period, he will not, directly (i.e., as an officer or employee) or indirectly (i.e., as an independent contractor, consultant, advisor, board member, agent, shareholder,investor, joint venturer, or partner), 

 
Exhibit A-2

provide or perform any of the Executive Services on behalf of any Direct Competitor anywhere within the Territory. This provision will not prohibit Grantee from working for a Direct Competitor ina product area that is not competitive with Company Business as defined above. Nothing in this provision shall divest Grantee from the right to acquire as a passive investor (with no involvement in the operations or management of the business) up to1% of any class of securities which is: (i) issued by any Direct Competitor, and (ii) publicly traded on a national securities exchange or over-the-counter market. 

 
4.**INJUNCTIVE RELIEF**
Grantee acknowledges that if he breaches or threatens to breach any of the provisions of this Exhibit A to the Agreement, his actions willcause irreparable harm and damage to the Company which could not be compensated by damages alone. Accordingly, if Grantee breaches or threatens to breach any of the provisions of this Exhibit A to the Agreement, the Company shall be entitled toinjunctive relief, in addition to any other rights or remedies the Company may have. Grantee hereby waives the requirement for a bond by the Company as a condition to seeking injunctive relief. The existence of any claim or cause of action byGrantee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of Grantee’s agreements under this Exhibit A to the Agreement. 

 
5.**SEPARABILITY**
Granteeacknowledges that the foregoing covenant in Section 3 of this Exhibit A is a separate and distinct obligation of Grantee and is deemed to be separable from the remaining covenants and provisions of the Agreement. If any of the provisions of theforegoing covenant should ever be deemed to exceed the time, geographic, product, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time,geographic, product, or other limitations permitted by applicable law. If any particular provision of the foregoing covenant is held to be invalid, the remainder of the covenant and the remaining obligations of the Agreement shall not be affectedthereby and shall remain in full force and effect. 

 
6.**NO WAIVER**
Failure ofeither party to insist, in one or more instances, on performance by the other in strict accordance with the terms and conditions of this Exhibit A shall not be deemed a waiver or relinquishment of any right granted in this Exhibit A or the futureperformance of any such term or condition or of any other term or condition of this Exhibit A, unless such waiver is contained in a writing signed by the party making the waiver. 

 
Exhibit A-3

 

**EXHIBIT B**

**TO ZEP INC.**

**2010 OMNIBUS INCENTIVE PLAN**

**RESTRICTED STOCK AWARD AGREEMENT**

**NON-SOLICITATION COVENANT**

 
1.**DEFINITIONS**
Thefollowing terms used in this Exhibit B shall have the following meanings: 

A. “Person” means any individual, firm,partnership, association, corporation, limited liability entity, trust, venture or other business organization, entity or enterprise; 

B. “Restricted Period” means a period of twelve (12) months following the Grantee’s termination of employment with the Company. 

 
2.**NON-SOLICITATION COVENANT**
Grantee agrees that, during the course of employment with the Company, and during the Restricted Period, Grantee will not directly orindirectly (i) divert or attempt to divert any Customer, person, concern or entity which is furnished products or services by the Company and with whom Grantee had Material Contact from doing business with the Company or otherwise change itsrelationship with the Company; or (ii) induce or attempt to induce any Customer, supplier or service provider with whom Grantee had Material Contact to cease being a Customer, supplier or service provider of the Company or to otherwise changeits relationship with the Company. 

 
3.**INJUNCTIVE RELIEF**
Grantee acknowledges that if he breaches or threatens to breach any of the provisions of this Exhibit B to the Agreement, his actions willcause irreparable harm and damage to the Company which could not be compensated by damages alone. Accordingly, if Grantee breaches or threatens to breach any of the provisions of this Exhibit B to the Agreement, the Company shall be entitled toinjunctive relief, in addition to any other rights or remedies the Company may have. Grantee hereby waives the requirement for a bond by the Company as a condition to seeking injunctive relief. The existence of any claim or cause of action byGrantee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of Grantee’s agreements under this Exhibit B to the Agreement. 

 
4.**SEPARABILITY**
The Granteeacknowledges that the foregoing covenant, as well as each of those covenants set forth in Exhibits A, C and D to the Agreement, is a separate and distinct obligation of the Grantee and is deemed to be separable from the remaining covenants. If anyof the provisions of any other such covenant should ever be held invalid, the foregoing covenant shall not be affected thereby and shall remain in full force and effect. 

 
Exhibit B-1

 
5.**NO WAIVER**
Failure ofeither party to insist, in one or more instances, on performance by the other in strict accordance with the terms and conditions of this Exhibit B shall not be deemed a waiver or relinquishment of any right granted in this Exhibit B or the futureperformance of any such term or condition or of any other term or condition of this Exhibit B, unless such waiver is contained in a writing signed by the party making the waiver. 

 
Exhibit B-2

 

**EXHIBIT C**

**TO ZEP INC.**

**2010 OMNIBUS INCENTIVE PLAN**

**RESTRICTED STOCK AWARD AGREEMENT**

**NON-RECRUITMENT COVENANT**

 
1.**DEFINITIONS**
Thefollowing terms used in this Exhibit C shall have the following meanings: 

A. “Person” means any individual, firm,partnership, association, corporation, limited liability entity, trust, venture or other business organization, entity or enterprise; 

B. “Restricted Period” means a period of twelve (12) months following the Grantee’s termination of employment with the Company. 

 
2.**NON-RECRUITMENT COVENANT**
The Grantee agrees that, during the Restricted Period, the Grantee will not, directly or indirectly, for himself or on behalf of any otherPerson, solicit, induce, persuade, or encourage, or attempt to solicit, induce, persuade, or encourage, any employee of the Company to terminate such employee’s position with the Company, whether or not such employee is a full-time or temporaryemployee of the Company and whether or not such employment is pursuant to a written agreement, for a determined period or at will. The provision of this paragraph shall only apply to those persons employed by the Company at the time of solicitationor attempted solicitation. 

 
3.**INJUNCTIVE RELIEF**
Grantee acknowledges that if he breaches or threatens to breach any of the provisions of this Exhibit C to the Agreement, his actions willcause irreparable harm and damage to the Company which could not be compensated by damages alone. Accordingly, if Grantee breaches or threatens to breach any of the provisions of this Exhibit C to the Agreement, the Company shall be entitled toinjunctive relief, in addition to any other rights or remedies the Company may have. Grantee hereby waives the requirement for a bond by the Company as a condition to seeking injunctive relief. The existence of any claim or cause of action byGrantee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of Grantee’s agreements under this Exhibit C to the Agreement. 

 
4.**SEPARABILITY**
The Granteeacknowledges that the foregoing covenant, as well as each of those covenants set forth in Exhibits A, B and D to the Agreement, is a separate and distinct obligation of the Grantee and is deemed to be separable from the remaining covenants. If anyof the provisions of any other such covenant should ever be held invalid, the foregoing covenant shall not be affected thereby and shall remain in full force and effect. 

 
Exhibit C-1

 

**EXHIBIT D**

**TO ZEP INC.**

**2010 OMNIBUS INCENTIVE PLAN**

**RESTRICTED STOCK AWARD AGREEMENT**

**NON-DISCLOSURE COVENANT**

 
1.**DEFINITIONS**
A. Thefollowing terms used in this Exhibit “D” shall have the following meanings: 

“Confidential Information”means: information relating to the Company’s Business (as defined in Exhibit B hereto) (A) which Grantee develops, helps develop in conjunction with others, creates, or becomes aware of as a consequence of or through Grantee’semployment with the Company or any other arrangement or relationship with the Company; (B) which has value to the Company, actual or potential, from not being generally known by others who can obtain economic value from its disclosure or use(whether or not such material or information is marked “confidential”). For purposes of this Agreement, subject to the foregoing, and according to terminology commonly used by the Company, the Company’s Confidential Information shallinclude, but not be limited to, information pertaining to: (1) Business Opportunities (as defined below); (2) data and compilations of data relating to the Company’s Business; (3) compilations of information about, andcommunications and agreements with, customers and potential customers of the Company; (4) computer software, hardware, network and internet technology utilized, modified or enhanced by the Company or by Grantee in furtherance of Grantee’sduties with the Company; (5) compilations of data concerning Company products, services, customers, and end users including but not limited to compilations concerning projected sales, new project timelines, inventory reports, sales, and costand expense reports; (6) compilations of information about the Company’s employees and independent contracting consultants; (7) the Company’s financial information, including, without limitation, amounts charged to customers andamounts charged to the Company by its vendors, suppliers, and service providers; (8) proposals submitted to the Company’s customers, potential customers, wholesalers, distributors, vendors, suppliers and service providers; (9) theCompany’s marketing strategies and compilations of marketing data; (10) compilations of data or information concerning, and communications and agreements with, vendors, suppliers and licensors to the Company and other sources oftechnology, products, services or components used in the Company’s Business; (11) any information concerning services requested and services performed on behalf of customers of the Company, including planned products or services; and(12) the Company’s research and development records and data. Confidential Information also includes any summary, extract or analysis of such information together with information that has been received or disclosed to the Company by anythird party as to which the Company has an obligation to treat as confidential. 

Confidential Information shall not include:(1) information generally available to the public other than as a result of improper disclosure by Grantee; (2) information that becomes available to Grantee from a source other than the Company (provided Grantee has no knowledge that suchinformation was obtained from a source in breach of a duty to the Company); and/or (3) information obtained in filings with the Securities and Exchange Commission. 

 
Exhibit D-1

 

B. “TradeSecrets” includes Confidential Information constituting a trade secret under Georgia Law. 

C. “BusinessOpportunities” means all ideas, concepts or information received or developed (in whatever form) by Grantee concerning any business, transaction or potential transaction within the Company’s Business that constitutes or may constitute anopportunity for the Company to earn a fee or income, which are opportunities in which the Company has gained a legal or equitable interest or expectancy growing out of a preexisting right or relationship with a current or prospective customer,specifically including those relationships that were initiated, nourished or developed at the Company’s expense. All ideas, concepts and information concerning any Business Opportunity shall constitute Confidential Information (as defined inparagraph (A) above). 

D. “Inventions” means contributions, discoveries, improvements and ideas and works ofauthorship, whether or not patentable or copyrightable, (i) which relate directly to the Company’s Business, or (ii) which result from any work performed by Grantee or by Grantee’s fellow employees for the Company, or(iii) for which equipment, supplies, facilities, Confidential Information or Trade Secrets of the Company are used, or (iv) which is developed on the Company’s time. 

 
2.**NON-DISCLOSURE COVENANTS**
All Confidential Information, Trade Secrets, and all physical and electronic embodiments thereof are confidential and are and will remainthe sole and exclusive property of the Company. The Grantee must (1) immediately disclose to the Company all Confidential Information and Trade Secrets developed, conceived, received or disclosed, in whole or in part, by or to the Grantee whileEmployed by the Company; (2) assign to the Company any right, title, or interest Grantee may have in such Confidential Information and Trade Secrets, and (3) at the request and expense of the Company, do all things and sign all documentsor instruments reasonably necessary in the opinion of the Company to eliminate any ambiguity as to the ownership by, and rights of, the Company in such Confidential Information and Trade Secrets, including, without limitation, providing fullcooperation in litigation and other proceedings to establish or protect such right. The Grantee agrees that any copyright in the expression of such Confidential Information or Trade Secrets shall be the property of the Company, and that any patentrights and any invention or novel devices or processes developed by the use of such Confidential Information or Trade Secrets shall be the exclusive property of the Company. 

During the term of employment and for a period of (i) two (2) years thereafter for Confidential Information that is not a trade secret under Georgia law or (ii) until the ConfidentialInformation that is a trade secret under Georgia law ceases to qualify as such, Grantee agrees that he shall protect any such Confidential Information and shall not, except in connection with the performance of his remaining duties for the Company,disclose or otherwise copy, reproduce, use, distribute or otherwise disseminate any such Confidential Information, or any physical 

 
Exhibit D-2

embodiments thereof, to any person or entity. Grantee further agrees that he shall not, except in connection with the performance of his duties for the Company, disclose or otherwise copy,reproduce, distribute or otherwise disseminate any Trade Secrets, or any physical embodiments thereof, to any person or entity at any time during Grantee’s employment with the Company and for as long as such Trade Secrets remain trade secretsunder Georgia law. Grantee will, in no event, take any action causing, or fail to take any action necessary in order to prevent any Confidential Information or Trade Secrets disclosed to or developed by Grantee to lose their character as such;provided, however, that Grantee may make disclosures required by a valid order or subpoena issued by a court or administrative agency of competent jurisdiction, in which event Grantee will promptly notify the Company of such order or subpoena toprovide the Company an opportunity to protect its interests. Grantee’s obligations herein shall survive any expiration or termination of this Agreement. 

The Grantee attests that, during his employment with the Company, he has not and will not offer, disclose or use on Grantee’s own behalf or on behalf of the Company, any information Grantee receivedprior to employment by the Company, which was supplied to Grantee confidentially or which Grantee should reasonably know to be confidential, to any person, organization or entity other than the Company without the written approval of such person,organization or entity. 

Nothing contained herein shall be in derogation or a limitation of the rights of the Company toenforce its rights or the duties of Grantee under then applicable Georgia law relating to Trade Secrets including, in particular, the Georgia Trade Secrets Act, O.C.G.A. Sections 10-1-760, et seq. 

 
3.**INVENTIONS**
The Granteedoes hereby assign to the Company the entire right, title and interest in any Invention (as defined herein) which is made, conceived, either solely or jointly with others, during employment with the Company. The Grantee agrees to promptly discloseto the Company all such Inventions. The Grantee will, if requested, promptly execute and deliver to the Company a specific assignment of title for an Invention and will, at the expense of the Company, take all reasonably required action by theCompany to patent, copyright or otherwise protect the Invention. 

 
4.**RETURN OF PROPERTY**
Uponrequest by the Company and, in any event, upon termination of the employment of the Grantee with the Company for any reason, Grantee will promptly deliver to the Company all property belonging to the Company, including but without limitation, allConfidential Information and Trade Secrets and all embodiments thereof, all Company files, customer lists, management reports, memoranda, research, Company forms, financial data and reports and other documents (including but not limited to all suchdata and documents in electronic form) supplied to or created by his in connection with his employment hereunder (including all copies of the foregoing) in his possession or control, and all of the Company’s equipment and other materials in hispossession or control. Grantee agrees to allow the Company, at its request, to verify return 

 
Exhibit D-3

of Company property through inspection of personal computers and personal storage media on which Company information was stored during Grantee’s employment with the Company. Grantee’sobligations herein shall survive any expiration or termination of this Agreement. 

 
5.**INJUNCTIVE RELIEF**
Grantee acknowledges that if he breaches or threatens to breach any of the provisions of this Exhibit D to the Agreement, his actions willcause irreparable harm and damage to the Company which could not be compensated by damages alone. Accordingly, if Grantee breaches or threatens to breach any of the provisions of this Exhibit D to the Agreement, the Company shall be entitled toinjunctive relief, in addition to any other rights or remedies the Company may have. Grantee hereby waives the requirement for a bond by the Company as a condition to seeking injunctive relief. The existence of any claim or cause of action byGrantee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of Grantee’s agreements under this Exhibit D to the Agreement. 

 
6.**SEPARABILITY**
The Granteeacknowledges that the foregoing covenant, as well as each of those covenants set forth in Exhibit A, B, and C to the Agreement, is a separate and distinct obligation of the Grantee and is deemed to be separable from the remaining covenants. If anyof the provisions of any other such covenant should ever be held invalid, the foregoing covenant shall not be affected thereby and shall remain in full force and effect. 

 
Exhibit D-4