**Exhibit 10(d)**

**CHANGE IN CONTROL AGREEMENT**

THIS CHANGE IN CONTROLAGREEMENT made as of this      day of                     ,            , by and between Zep Inc. (the “Company”) and                             (the “Executive”). 

WITNESSETH: 

WHEREAS, Executive is a key executive of the Company; and 

WHEREAS, the Board of Directors of the Company (the“Board”) recognizes that the possibility of a Change in Control (as hereinafter defined) exists and that the threat of or the occurrence of a Change in Control can result in significant distractions of its key management personnel becauseof the uncertainties inherent in such a situation; and 

WHEREAS, the Board has determined that it is essential and in the bestinterest of the Company and its stockholders to retain the services of the Executive in the event of a threat or occurrence of a Change in Control and to ensure his continued dedication and efforts in such event without undue concern for hispersonal financial and employment security; and 

WHEREAS, Executive may have previously entered into a Change In ControlAgreement (the “Prior Agreement”), with Acuity Brands, Inc. (“Acuity Brands”), the former parent company of the Company, providing the Executive with certain compensation and benefits in the event his employment is terminated inconnection with a change in control of Acuity Brands; and 

WHEREAS, in order to continue to induce the Executive to provideservices to the Company (including its subsidiary corporations), particularly in the event of a threat or the occurrence of a Change in Control, the Company desires to enter into this Change in Control Agreement (the “Agreement”) with theExecutive to provide the Executive with certain benefits in the event his employment is terminated as a result of, or in connection with, a Change in Control and to provide the Executive with certain other benefits whether or not theExecutive’s employment is terminated; and 

WHEREAS**,**the Agreement is not intended to provide for the deferral ofcompensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), but rather, is intended to satisfy the short-term deferral exemption under Treasury Regulation (“Treas. Reg.”)§1.409A-1(b)(4) and/or the separation pay exemption under Treas. Reg. §1.409A-1(b)(9); and 

NOW, THEREFORE, inconsideration of the respective agreements of the parties contained herein, it is agreed as follows: 

1. Term ofAgreement. 

(a) Unless earlier terminated as hereinafter provided, this Agreement shall commence on the date hereof andshall be for a rolling, two-year term (the “Term”) and shall be deemed to extend automatically, without further action by either the Company or Executive,

each day for an additional day, such that the remaining term of the Agreement shall continue to be two years; provided, however, that either party may, by written notice to theother, cause this Agreement to cease to extend automatically and, upon such notice, the “Term” of this Agreement shall be the two-year period following the date of such notice and this Agreement shall terminate upon the expiration of suchTerm. This Agreement shall not be considered an employment agreement and in no way guarantees Executive the right to continue in the employment of the Company or its affiliates. Executive’s employment is considered employment at will, subjectto Executive’s right to receive payments and benefits upon certain terminations of employment as provided below. 

(b)Notwithstanding the foregoing, (1) the term of this Agreement shall not expire during a Threatened Change in Control Period or prior to the expiration of two (2) years after the occurrence of a Change in Control and (2) prior to aChange in Control and other than during a Threatened Change in Control Period, the term of this Agreement shall expire on the date the Executive terminates employment (except in circumstances that entitle the Executive to compensation and benefitshereunder), unless such termination was at the request of a Third Party or otherwise occurred in connection with, or in anticipation of, a Change in Control. 

(c) Each place in this Agreement where a reference to the “Company” appears that relates to the Executive’s employment, termination of employment or performing services, including thedefinitions of “Cause” and “Good Reason,” such reference shall mean and include any subsidiary of the Company which is the primary employer of the Executive. Further, in each place where this Agreement refers to a benefit plan orprogram, payment of compensation, compensation arrangement or other similar plan or program maintained by the Company, such reference shall include any plan, program or arrangement maintained or established by a subsidiary of the Company.Notwithstanding the foregoing, the references in the definitions of “Change in Control,” “Threatened Change in Control Period” and similar references to changes in ownership and control of the Company shall mean and refer to ZepInc., a Delaware corporation. 

(d) As of the date hereof, this Agreement is intended to, and shall, supersede and replace inits entirety the compensation and benefits provided under Executive’s Prior Agreement, and the Prior Agreement shall be of no further force or effect. 

2. Definitions. 

2.1 Cause. For purposes of this Agreement,“Cause” shall mean a reasonable determination by the Company that the Executive (a) intentionally and continually failed to substantially perform his duties with the Company (other than a failure resulting from the Executive’sincapacity due to physical or mental illness) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance has been delivered to the Executive specifying the manner in which theExecutive has failed to substantially perform, or (b) intentionally engaged in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise or was convicted of a misdemeanor or felony involving moral turpitude;provided, however that no termination of the Executive’s employment shall be for Cause as set forth in clause (b) above until (x) there shall have been

 

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delivered to the Executive a copy of a written notice setting forth that the Executive was guilty of the conduct set forth in clause (b) and specifying the particulars thereof in detail, and(y) the Executive shall have been provided an opportunity to be heard by the Board or a committee of the Board (with the assistance of the Executive’s counsel if the Executive so desires). No act, nor failure to act, on theExecutive’s part, shall be considered “intentional” unless he has acted, or failed to act, with a lack of good faith and without a reasonable belief that his action or failure to act was in the best interest of the Company.Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given by the Executive shall constitute Cause for purposes of this Agreement. 

2.2 Change in Control. For purposes of this Agreement, a “Change in Control” shall mean any of the following events:

(a) The acquisition (other than from the Company in an acquisition that is approved by the Incumbent Board) by any“Person” (as the term person is used for purposes of Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934Act) of twenty percent (20%) or more of the combined voting power of the Company’s then outstanding voting securities; or 

(b) The individuals who, as of November 1, 2007, are members of the Board (the “Incumbent Board”), cease for any reason to constitute at least two-thirds of the Board; provided, however, that if the election, ornomination for election by the Company’s stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Agreement, be considered as a member of the IncumbentBoard; or 

(c) Consummation of a merger or consolidation involving the Company if the stockholders of the Company, immediatelybefore such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than sixty percent (60%) of the combined voting power of the then outstanding voting securities of the corporationresulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the voting securities of the Company outstanding immediately before such merger or consolidation; or 

(d) Consummation of a complete liquidation or dissolution of the Company or of the sale or other disposition of all or substantially all ofthe assets of the Company. 

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur pursuant to Section 2.2(a),solely because twenty percent (20%) or more of the combined voting power of the Company’s then outstanding securities is acquired by (i) a trustee or other fiduciary holding securities under one or more employee benefit plansmaintained by the Company or any of its subsidiaries or (ii) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the stockholders of the Company in the same proportion as their ownership of stock inthe Company immediately prior to such acquisition (hereinafter referred to as “Related Persons”). 

 

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(e) Notwithstanding anything contained in this Agreement to the contrary, if theExecutive’s employment is terminated prior to a Change in Control and the Executive reasonably demonstrates that such termination (1) was at the request of a Third Party (as hereinafter defined) or (2) otherwise occurred in connectionwith, or in anticipation of, a Change in Control (including, without limitation, during a Threatened Change in Control Period), then for all purposes of this Agreement, the date of a Change in Control shall mean the date immediately prior to thedate of such termination of the Executive’s employment. 

2.3 Code. For purposes of this Agreement,“Code” means the Internal Revenue Code of 1986, as amended (the “Code”). 

2.4 ConfidentialInformation. For purpose of this Agreement, “Confidential Information” shall mean all technical, business, and other information relating to the business of the Company or its subsidiaries or affiliates, including, without limitation,technical or nontechnical data, formulae, compilations, programs, devices, methods, techniques, processes, financial data, financial plans, product plans, and lists of actual or potential customers or suppliers, which (i) derives economicvalue, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy orconfidentiality. Such information and compilations of information shall be subject to protection under this Agreement whether or not such information constitutes a trade secret and is separately protectable at law or in equity as a trade secret.

2.5 Disability. For purposes of this Agreement, “Disability” shall have the meaning ascribed to such term inthe Company’s long-term disability plan or policy covering the Executive, or in the absence of such plan or policy, a meaning consistent with Code Section 22(e)(3). 

2.6 Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence coincident with or after a Changein Control of any of the events or conditions described in Subsections (a) through (h) hereof: 

(a) a change in theExecutive’s status, title, position or responsibilities (including reporting responsibilities) which, in the Executive’s reasonable judgment, represents an adverse change from his status, title, position or responsibilities as in effectimmediately prior thereto; the assignment to the Executive of any duties or responsibilities which, in the Executive’s reasonable judgment, are inconsistent with his status, title, position or responsibilities; or any removal of the Executivefrom or failure to reappoint or reelect him to any of such offices or positions, except in connection with the termination of his employment for Disability, Cause, as a result of his death or by the Executive other than for Good Reason; 

(b) a reduction in the Executive’s base salary or any failure to pay the Executive any compensation or benefits to which he isentitled within five days of the date due; 

(c) the Company’s requiring Executive to be based more than 50 miles from theprimary workplace where Executive is based immediately prior to the Change in Control

 

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except for reasonably required travel on the Company’s business which is not greater than such travel requirements prior to the Change in Control; 

(d) the failure by the Company (A) to continue in effect (without reduction in benefit level, and/or reward opportunities) anycompensation or employee benefit plan in which the Executive was participating immediately prior to the Change in Control, including, but not limited to, the plans listed on Appendix A in which Executive is participating, unless a substitute orreplacement plan has been implemented which provides substantially identical compensation or benefits to the Executive or (B) to provide the Executive with compensation and benefits, in the aggregate, at least equal (in terms of benefit levelsand/or reward opportunities) to those provided for under each other compensation or employee benefit plan, program and practice as in effect immediately prior to the Change in Control (or as in effect following the Change in Control, if greater);

(e) the insolvency or the filing (by any party, including the Company) of a petition for bankruptcy of the Company;

(f) any material breach by the Company of any provision of this Agreement; 

(g) any purported termination of the Executive’s employment for Cause by the Company which does not comply with the terms ofSection 2.1; or 

(h) the failure of the Company to obtain an agreement, satisfactory to the Executive, from any successoror assign of the Company to assume and agree to perform this Agreement, as contemplated in Section 10 hereof. 

Any event or conditiondescribed in Sections 2.6(a) through (h) which occurs prior to a Change in Control but which the Executive reasonably demonstrates (1) was at the request of a third party who has indicated an intention or taken steps reasonably calculatedto effect a Change in Control (a “Third Party”), or (2) otherwise arose in connection with or in anticipation of a Change in Control, shall constitute Good Reason for purposes of this Agreement notwithstanding that it occurred priorto the Change in Control. 

The Executive’s right to terminate his employment pursuant to this Section 2.6 shall not be affected byhis incapacity due to physical or mental illness. 

2.7 Threatened Change in Control. For purposes of this Agreement, aThreatened Change in Control shall mean the occurrence of any of the following events: 

(a) when the Company is aware of or iscontemplating, a proposal (a “Proposal”) for any Person other than a Related Person (1) to acquire five percent (5%) or more of the voting power of the Company’s outstanding securities, or (2) to merge or consolidatewith another entity, transfer or sell assets of the Company, or liquidate or dissolve the Company, in each case described in this clause (2) in a transaction that would constitute a Change in Control; or 

(b) any Person other than a Related Person, 

 

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(1) acquires five percent (5%) or more of the voting power of the Company’soutstanding securities, other than as a holder whose investment in the Company is eligible to be reported on Schedule 13G pursuant to Rule 13d-1 (b) (1) promulgated under the Exchange Act, or 

(2) initiates a tender or exchange offer to acquire such number of securities as would result in such Person holding twenty percent(20%) or more of the voting power of the Company’s outstanding securities, or 

(3) solicits proxies for votes toelect members of the Board at a shareholders’ meeting of the Company. 

2.8 Threatened Change in Control Period.For purposes of this Agreement, a Threatened Change in Control Period shall mean the period commencing on the date that a Threatened Change in Control has occurred and ending upon: 

(a) the date the Proposal referred to in Section 2.7(a) is abandoned; 

(b) the acquisition of five percent (5%) of the voting power of the Company’s outstanding securities by the Person referred to inSection 2.7(a)(1) if such acquisition does not constitute a Threatened Change in Control under Section 2.7(b)(1); 

(c) (1) the date when any Person described in Section 2.7(b)(1) shall own less than five percent (5%) of the voting power of the Company’s outstanding securities, (2) shall have abandoned the tender or exchange offer, or(3) shall not have elected a member of the Board as the case may be; or 

(d) the date a Change in Control occurs.

2.9 1934 Act. The Securities Exchange Act of 1934, as amended. 

3. Termination of Employment. 

3.1 If, during the term of this Agreement, the Executive’s employment with the Company shall be terminated coincident with or within two (2) years following the occurrence of a Change inControl, the Executive shall be entitled to the following compensation and benefits depending upon the circumstances of such termination (in addition to any compensation and benefits provided for under any of the Company’s employee benefitplans, policies and practices): 

(a) If the Executive’s employment with the Company shall be terminated during such2-year period (1) by the Company for Cause or Disability, (2) by reason of the Executive’s death, or (3) by the Executive other than for Good Reason (as each term is defined herein), the Company shall pay the Executive allamounts earned or accrued through the Termination Date but not paid as of the Termination Date, including (i) base salary, (ii) reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company duringthe period ending on the Termination Date, (iii) vacation pay, and (iv) sick

 

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leave (collectively, “Accrued Compensation”). In addition to the foregoing, if the Executive’s employment is terminated by the Company for Disability or by reason of theExecutive’s death, the Company shall pay to the Executive or his beneficiaries an amount equal to the “Pro Rata Bonus” (as hereinafter defined). The “Pro Rata Bonus” is an amount equal to the Bonus Amount (as hereinafterdefined) multiplied by a fraction the numerator of which is the number of days in such fiscal year through the Termination Date and the denominator of which is 365. The term “Bonus Amount” shall mean the greater of the (x) most recentannual bonus paid or payable to the Executive, or, (y) the target annual bonus payable for the fiscal year during which the Termination Date occurs, or, if greater, for the fiscal year during which a Change in Control occurred or (z) theaverage of the annual bonuses paid or payable during the three full fiscal years ended prior to the Termination Date or, if greater, the three full fiscal years ended prior to the Change in Control (or, in each case, such lesser period for whichannual bonuses were paid or payable to the Executive). Executive’s entitlement to any other compensation or benefits shall be determined in accordance with the Company’s employee benefit plans and other applicable programs and practicesthen in effect. In the event Executive becomes entitled to the Pro Rata Bonus under this Section 3.1(a) or under Section 3.1(b)(1) and also to a bonus under the Company’s incentive plan in connection with a Change in Control,Executive shall be entitled to receive whichever bonus amount is greater and Executive shall not receive a duplicate bonus pursuant to such Sections. 

(b) If during such 2-year period the Executive’s employment with the Company shall be terminated (other than by reason of death) by the Company, other than for Cause or Disability, or by theExecutive for Good Reason, the Executive shall be entitled to the following: 

(1) the Company shall pay to the Executive allAccrued Compensation and a Pro-Rata Bonus; 

(2) the Company shall pay to the Executive as severance pay and in lieu of anyfurther compensation for periods subsequent to the Termination Date, a single payment in an amount (the “Severance Amount”) in cash equal to              times the sum of(A) the greater of the Executive’s base salary in effect on the Termination Date or at any time during the 90-day period prior to the Change in Control (“Base Salary”) and (B) the Bonus Amount. Notwithstanding the foregoing,if the Executive has attained at least age 63 1/2 on the Termination Date the Severance Amount to be paid under this Subsection (2) shall be the amount described in the preceding sentence multiplied by a fraction (which in no event shall beless than one-half) the numerator of which shall be the number of months (for this purpose any partial month shall be considered as a whole month) remaining until the Executive’s 65th birthday (but in no event shall be less than        ) and the denominator of which shall be             ; 

(3) if the Executive shall elect to continue medical coverage under the Company’s group health plan pursuant to the ConsolidatedOmnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay the difference between the applicable premium for COBRA continuation coverage and the active employee monthly premium cost until the earliest of: (a)the date on which the Executive is eligible to participate in another medical plan, (b) the first day of the month for which the Executive fails timely to remit the

 

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Executive’s portion of the premium, or (c) the              month following Executive’s Termination Date.Executive shall be responsible for the timely and proper election of COBRA continuation coverage for Executive and Executive’s eligible dependents. Executive will be billed monthly for the continued medical coverage under COBRA and theExecutive’s failure timely to pay Executive’s portion of the COBRA premium shall terminate the COBRA coverage and the Company’s obligations under this Section 3.1(b)(3); 

(4) the Company shall pay the monthly premium for term life insurance in an amount equal to that in effect on the Executive’sTermination Date for a period of             -month from the Termination Date, or until such time as Executive obtains similar benefits as a result of obtaining other employment;

(5) the Company shall pay in a single cash payment an amount equal to the sum of the following: 

(A) the amount the Company would have contributed as an employer matching contribution to the Zep Inc. 401(k) Plan (assuming Executiveparticipated in such plan at the maximum permissible contribution level and earned the base salary and bonus in effect as of the Termination Date) for the             -month periodfollowing the Termination Date; and 

(B) the amount the Company would have contributed to the Zep Inc. Supplemental DeferredSavings Plan (“SDSP”) for the             -month period following the Termination Date. For purposes of the SDSP, the Executive shall be credited with the contribution tothe Supplemental Subaccount (but not the Matching Subaccount), the Make-Up Contribution Credit and the SERP Make-Up Contribution Credit for such             -month period (to theextent Executive is eligible under the SDSP for each such type of contribution), provided that the requirements of the SDSP that the Executive have a Year of Service for each year and be employed on the last day of the year shall not apply to theeligibility to receive such contributions; and 

(6) (A) the restrictions on any outstanding incentive awards (includingrestricted stock, restricted stock units and granted Performance Shares) granted to the Executive under the Company’s Long-Term Incentive Plan or under any other long-term incentive plans or arrangements shall lapse and such incentive awardsshall become one hundred percent (100%) vested, all stock options and stock appreciation rights granted to the Executive shall become immediately exercisable and shall become 100% vested, and Performance Units granted to Executive shall become100% vested and (B) the Executive shall have the right to require the Company to purchase, for cash, any shares of unrestricted stock or shares purchased upon exercise of any options, at a price equal to the fair market value of such shares onthe date of purchase by the Company. 

(c) The amounts provided for in Sections 3.1(a) and 3.1(b)(1), (2), (5), and(6) shall be paid within five (5) days after the Executive’s Termination Date. 

 

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(d) The Executive shall not be required to mitigate the amount of any payment provided forin this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment except as provided inSection 3.1(b)(3) and (4). 

(e) With the exception of the applicable COBRA premiums provided underSection 3.1(b)(3)(A) of this Agreement, those payments described in this Section 3.1 that exceed two times the lesser of: (1) the amount of the Executive’s annualized compensation based upon the annual rate of pay the Executivereceived from the Company in the year preceding the year of the Executive’s Termination Date, adjusted for any increase in compensation that the Executive would have expected to receive had the Executive not separated from service with theCompany, and as defined under Treas. Reg. §1.409A-1(b)(9)((iii)(A)(1); or (2) the maximum amount that may be taken into account for a qualified plan under Code Section 401(a)(17) for the year in which the Termination Date occurs,shall be paid not later than 2 1/2 months after the end of the year in which Termination Date occurs. 

3.2 If, as a result ofExecutive’s termination of employment, Executive becomes entitled to compensation and benefits under this Agreement and under any Severance Agreement (“Severance Agreement”) between the Executive and the Company or plan provided bythe Company, Executive shall be entitled to choose to receive benefits under whichever agreement or plan provides Executive the greater aggregate compensation and benefits (and not under the other agreement and/or plan) and there shall be noduplication of benefits. The Executive will be fully bound by all of the terms and conditions of the agreement under which he chooses to receive benefits. Except as provided in the preceding sentences, the severance pay and benefits provided for inSections 3.1(a) and 3.1(b) shall be in lieu of any other severance pay to which the Executive may be entitled under any Company severance plan, program or arrangement for a termination of employment covered by such circumstances, except that if theseverance pay of the type referenced in Section 3.1(b)(2) and provided under such other plans, programs or arrangements is greater than the amount calculated under Section 3.1(b)(2), then that greater amount and not the amount underSection 3.1(b)(2) shall be paid. 

3.3 To the extent applicable, this Agreement is intended to provide for compensationwhich satisfies the short-term deferral exemption under Treas. Reg. §1.409A-1(b)(4) and/or the separation pay exemption under Treas. Reg. §1.409A-1(b)(9). To the extent any benefits hereunder may be deferred compensation within the meaningof Code Section 409A, the Company shall have authority to take action, or refrain from taking any action, with respect to the payments of such benefits under this Agreement that is reasonably necessary to comply with Code Section 409A.Specifically, the Company shall have the authority to delay the commencement of payments to “key employees” of the Company (as determined by the Company in accordance with procedures established by the Company that are consistent with CodeSection 409A) to a date which is six months after the date of Executive’s Termination Date (and on such date the payments that would otherwise have been made during such six-month period shall be made) to the extent such delay is requiredunder the provisions of Code Section 409A. 

 

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4. Notice of Termination. 

During a Threatened Change in Control Period and following a Change in Control, any purported termination by the Company or by the Executiveshall be communicated by written Notice of Termination to the other. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which indicates the specific termination provision in this Agreement relied upon and shallset forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. For purposes of this Agreement, no such purported termination shall beeffective without such Notice of Termination. 

5. Termination Date. 

“Termination Date” shall mean in the case of the Executive’s death, his date of death, and in all other cases, the datespecified in the Notice of Termination subject to the following: 

(a) If the Executive’s employment is terminated by theCompany for Cause or due to Disability, the date specified in the Notice of Termination shall be at least thirty (30) days from the date the Notice of Termination is given to the Executive, provided that in the case of Disability the Executiveshall not have returned to the full-time performance of his duties during such period of at least 30 days; and 

(b) If theExecutive’s employment is terminated for Good Reason, the date specified in the Notice of Termination shall not be more than sixty (60) days from the date the Notice of Termination is given to the Company. 

(c) With respect to the payment of all benefits under the Agreement, including separation pay, whether an Executive’s employmentterminates is determined based on the facts and circumstances surrounding the termination of the Executive’s employment and whether the Company and the Executive intended for the Executive to provide significant services for the Companyfollowing such termination. A change in the Executive’s employment status will not be considered a termination of employment if: 

(1) the Executive continues to provide services as an employee of the Company at an annual rate that is twenty percent (20%) or more of the services rendered, on average, during the immediately preceding three full calendar years ofemployment (or, if employed less than three years, such lesser period) and the annual remuneration for such services is twenty percent (20%) or more of the average annual remuneration earned during the final three full calendar years ofemployment (or, if less, such lesser period), or 

(2) the Executive continues to provide services to the Company in acapacity other than as an employee of the such at an annual rate that is fifty percent (50%) or more of the services rendered, on average, during the immediately preceding three full calendar years of employment (or if employed less than threeyears, such lesser period) and the annual remuneration for such services is fifty percent (50%) or more of the average annual remuneration earned during the final three full calendar years of employment (or if less, such lesser period).

 

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For purposes of determining whether a termination of employment has occurred, a reference to the Companyshall also be deemed a reference to any affiliate thereof within the contemplation of Code Sections 414(b) and 414(c). 

6.Excise Tax Payments. 

(a) Notwithstanding anything contained in this Agreement to the contrary and without regard towhether the Executive’s employment with the Company has terminated, in the event that any payment or benefit (within the meaning of Code Section 280G(b) (2)), to the Executive or for his benefit, whether paid or payable or distributed ordistributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (a“Payment” or “Payments”), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with anysuch interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by theExecutive of all taxes (including any interest or penalties imposed with respect to such taxes and the Excise Tax), including any Excise Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to theExcise Tax imposed upon the Payments; provided, however, if the Executive’s Payments do not exceed 105% of the largest amount that would result in no portion of the Payments being subject to the Excise Tax (the “Safe Harbor Amount”),then this subsection (a) shall not apply and the Payments shall be reduced so that the amount of the Payments shall be equal to the Safe Harbor Amount, provided, further, that the Executive shall elect which non-cash or cash Payments shall bereduced so that the Payments equal the Safe Harbor Amount. 

(b) An initial determination as to whether a Gross-Up Payment isrequired pursuant to this Section 6 and the amount of such Gross-Up Payment shall be made by an accounting firm selected by the Company and reasonably acceptable to the Executive which is designated one of the four largest accounting firms inthe United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and the Executive within fivedays of the Termination Date if applicable, or such other time as requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firmdetermines that no Excise Tax is payable by the Executive with respect to a Payment or Payments, it shall furnish the Executive with a substantial authority opinion reasonably acceptable to the Executive that no Excise Tax will be imposed withrespect to any such Payment or Payments. Within fifteen (15) days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”) and in the event of such Dispute,the Executive and the Company shall in good faith discuss a resolution of the Dispute. The Gross-Up Payment, if any, as determined pursuant to this Section 6(b) shall be paid by the Company to the Executive within fifteen (15) days of thereceipt of the Accounting Firm’s determination or, subject to Executive’s approval, all or a portion of the Gross-Up Payment may be paid directly to the appropriate tax authorities. The existence of the Dispute (and any discussions toresolve the

 

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Dispute) shall not in any way affect the right of the Executive to receive the Gross-Up Payment in accordance with the Determination. If there is no Dispute, the Determination shall be binding,final and conclusive upon the Company and the Executive subject to the application of Section 6(c). 

(c) As a result ofthe uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “Excess Payment”) or a Gross-Up Payment (or a portionthereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed to have occurred (1) upon notice (formal or informal) to the Executive from any governmental taxing authority that thetax liability of the Executive (whether in respect of the then current taxable year of the Executive or in respect of any prior taxable year of the Executive) may be increased by reason of the imposition of the Excise Tax on a Payment or Paymentswith respect to which the Company has failed to make a sufficient Gross-Up Payment, (2) upon a determination by a court imposing the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-UpPayment, (3) by reason of a determination by the Company (which shall include the position taken by the Company, or together with its consolidated group, on its federal income tax return) or (4) upon the resolution to the satisfaction ofthe Executive of the Dispute. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall pay to the Executive at least fifteen (15) days prior to the date on which the applicable government taxing authorityhas requested payment, an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of a failure to file timely a tax return or pay taxes shown due on areturn) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a “Final Determination” (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments with respect to which theExecutive had previously received a Gross-Up Payment. A Final Determination shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in his tax liability byreason of the Excess Payment and upon either (i) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxable authority which finally and conclusively binds the Executive and such taxingauthority, or in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for allappeals has expired or (ii) the statute of limitations with respect to the Executive’s applicable tax return has expired. If an Excess Payment is determined to have been made, the amount of the Excess Payment shall be treated as a loan bythe Company to the Executive and the Executive shall pay to the Company within 15 days following demand (but not less than 30 days after the determination of such Excess Payment) the amount of the Excess Payment plus interest at an annual rate equalto the rate provided for in Section 1274(b)(2)(B) of the Code from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Company. 

Executive shall promptly notify the Company in writing of any written communication with any governmental taxing authority relating to the Excise Tax. TheCompany shall be entitled, at its sole cost and expense, to contest the imposition of the Excise Tax on Executive’s behalf

 

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(including filing a claim for refund of the Excise Tax) and Executive shall cooperate with the Company in good faith in connection with any such contest or proceeding. The Company’s electionto contest the Excise Tax shall not affect its obligation to pay to Executive or on his behalf an additional Gross-Up Payment with respect to an Underpayment pursuant to this subsection (c). Any refund of taxes or other reduction in Executive’stax liability arising from any such contest by the Company shall be treated as an Excess Payment under this subsection (c). 

(d) Notwithstanding anything contained in this Agreement to the contrary, in the event that, according to the Determination, an Excise Tax will be imposed on any Payment or Payments, the Company shall pay to the applicable government taxingauthorities as Excise Tax withholding, the amount of the Excise Tax that the Company has actually withheld from the Payment or Payments. 

(e) The Executive and the Company shall each provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or the Executive, as the case may be,reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the Determination contemplated by subsection (b) hereof. 

(f) The fees and expenses of the Accounting Firm for its services in connection with the Determination and the calculations contemplated bythis Section 6 shall be paid by the Company. 

7. Unauthorized Disclosure. 

During the period that the Executive is actively employed by the company or Division, and for a period of six (6) months afterExecutive’s termination of employment, for any reason, the Executive shall not make any Unauthorized Disclosure. For purposes of this Agreement, “Unauthorized Disclosure” shall mean disclosure by the Executive without the consent ofthe Board (other than pursuant to a court order) to any person, other than an employee or director of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of his dutiesas an executive of the Company or as may be legally required, of any material Confidential Information obtained by the Executive while in the employ of the Company (including any material Confidential Information with respect to any of theCompany’s customers or methods of distribution) the disclosure of which is demonstrably and materially injurious to the Company; provided, however, that such term shall not include the use or disclosure by the Executive, withoutconsent, of any information known generally to the public (other than as a result of disclosure by him in violation of this Section 7) or any information not otherwise considered confidential and material by a reasonable person engaged in thesame business as that conducted by the Company; provided further, however, that any breach of this Section 7 shall in no event subject the Executive to damages (including costs, fees and expenses incurred by the Company) in excessof $10,000 in the aggregate. 

 

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8. Non-Compete. 

During the period that the Executive is employed by the Company and for six months following the Executive’s termination of employment,for any reason, the Executive shall not directly or indirectly perform services for a Competing Business (as that term is defined below) within the Territory (as that term is defined below) that are the same as or substantially similar to theservices that the Executive has rendered for the Company. Notwithstanding the foregoing, the Executive shall not be in violation of this Section 8 due to ownership (directly or indirectly) of not more than five percent (5%) of the issuedand outstanding class of securities of a corporation whose securities are publicly traded. 

As used in this Section 8,“Competing Business” refers to the following entities: [INSERT SPECIFIC COMPETITORS], as well as any of their respective affiliates, subsidiaries and/or parent companies that are either located or transact business within the Territory andare engaged in the Company Business (as that term is defined below), but only to the extent each and 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 thatconstitute the Company Business. 

As used in this Section 8, “Company Business” means the manufacture and/orsale 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, paint strippers,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 and tarremovers, 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 cleaning and polishing machines and parts associated therewith), or manually-operated cleaning equipment and accessories (namely, 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 and parts therefore, and waste receptacles). 

As used in this Section 8, “Territory” refers to the United States of America. To that end, Executive agrees and acknowledgesthat during his period of employment with the Company, he has and will render executive, strategic and managerial services to and for the

 

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Company throughout the United States, which are special, unusual, extraordinary, and of peculiar value to the Company. Executive further acknowledges that the services he performs on behalf ofthe Company are at a senior managerial level and are not limited in their territorial scope to any particular city, state, or region, but instead have nationwide impact throughout the United States. Executive further acknowledges and agrees that:(a) the Company’s business is, at the 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) shouldExecutive engage in or threaten to engage in activities 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 otherremedies available to the Company, the Company shall accordingly be entitled to injunctive relief in any court of competent jurisdiction for any actual or threatened breach by Executive of the provisions of this Agreement. Executive furtheracknowledges that he will not be entitled to any compensation 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 this Agreement.

9. Non-Solicitation. 

The Executive agrees that during the course of employment with the Company, and for a period equal to six months after termination of employment with the Company, for any reason, the Executive shall not,directly or indirectly, whether on behalf of the Executive or others, solicit, lure or attempt to solicit or lure away from employment by the Company any person employed by the Company The provision of this paragraph shall only apply to thosepersons employed by the Company at the time of solicitation or attempted solicitation. 

10. Successors; BindingAgreement. 

(a) This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors andassigns and the Company shall require any successor or assign to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment hadtaken place. Failure of the Company to obtain such assumption and agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount andon the same terms as the Executive would be entitled to hereunder if the Executive were to terminate the Executive’s employment for Good Reason, except that, for purposes of implementing the foregoing, the date on which any such successionbecomes effective shall be deemed the Termination Date. The term “the Company” as used herein shall include such successors and assigns. The term “successors and assigns” as used herein shall mean a corporation or other entityacquiring all or substantially all the assets and business of the Company (including this Agreement) whether by operation of law or otherwise. 

(b) Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by the Executive, his beneficiaries or legal representatives, except by will or by the laws of descentand distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal personal representative. 

 

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11. Fees and Expenses. 

The Company shall pay all legal fees and related expenses (including the costs of experts, evidence and counsel) incurred by the Executiveas they become due as a result of (a) the Executive’s termination of employment (including all such fees and expenses, if any, incurred in contesting or disputing any such termination of employment), (b) the Executive seeking toobtain or enforce any right or benefit provided by this Agreement or by any other plan or arrangement maintained by the Company under which the Executive is or may be entitled to receive benefits, including, without limitation, the plans listed onAppendix A, or the Executive’s hearing before the Board as contemplated in Section 2.1 of this Agreement; provided, however, that the circumstances which result in the Executive incurring the fees and related expenses setforth in clauses (a) and (b) (other than as a result of the Executive’s termination of employment under circumstances described in Section 2.2(e)) occurred on or after a Change in Control. 

12. Notice. 

For the purposes of this Agreement, notices and all other communications provided for in the Agreement (including the Notice of Termination) shall be in writing and shall be deemed to have been duly given when personally delivered or sentby certified mail, return receipt requested, postage prepaid, addressed to the respective addresses last given by each party to the other, provided that all notices to the Company shall be directed to the attention of the Board with a copy to theSecretary of the Company. All notices and communications shall be deemed to have been received on the date of delivery thereof or on the third business day after the mailing thereof, except that notice of change of address shall be effective onlyupon receipt. 

13. Non-Exclusivity of Rights. 

Except as provided in Section 3.2 with respect to the Severance Agreement, nothing in this Agreement shall prevent or limit theExecutive’s continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company or any of its subsidiaries and for which the Executive may qualify, nor shall anything herein limit or reduce suchrights as the Executive may have under any other agreements with the Company or any of its subsidiaries. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan or program of the Company or any of itssubsidiaries shall be payable in accordance with such plan or program, except as explicitly modified by this Agreement. 

14.Settlement of Claims. 

The Company’s obligation to make the payments provided for in this Agreement and otherwiseto perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against the Executive or others. 

15. Miscellaneous. 

No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and the

 

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Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such otherparty shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof havebeen made by either party which are not expressly set forth in this Agreement. 

16. Indemnification. 

During the term of this Agreement and for a period of three (3) years after Executive’s termination, the Company shall indemnifyExecutive and hold Executive harmless from and against any claim, loss or cause of action arising from or out of Executive’s performance as an officer, director or employee of the Company or any of its subsidiaries or other affiliates or in anyother capacity, including any fiduciary capacity, in which Executive serves at the Company’s request, in each case to the maximum extent permitted by law and under the Company’s Articles of Incorporation and By-Laws (the “GoverningDocuments”), provided that in no event shall the protection afforded to Executive hereunder be less than that afforded under the Governing Documents as in effect on the date of this Agreement except from changes mandated by law. During the Termand for a period of three (3) years, Executive shall be covered by any policy of directors and officers liability insurance maintained by the Company for the benefit of its then officers and directors. 

17. Governing Law. 

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Georgia without giving effect to the conflict of laws principles thereof Any action brought by any party to this Agreement shall bebrought and maintained in a court of competent jurisdiction in Fulton county in the State of Georgia. 

18.Severability. 

The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of anyprovision shall not affect the validity or enforceability of the other provisions hereof. 

19. Entire Agreement.

This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements, if any,understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof. 

 

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its dulyauthorized officer and the Executive has executed this Agreement as of the day and year first above written. 
**Zep Inc.**By:   
[Name]

[Title]
EXECUTIVE:  [Name]
 

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**APPENDIX A**

**BENEFIT PLANS AND AGREEMENTS**

(To The Extent ExecutiveParticipates In Such Plans and Agreements) 

Management Compensation and Incentive Plan 

Supplemental Deferred Savings Plan 

Long-Term Incentive Plan 

401(k) Plan (or similar tax qualified deferredcompensation plan covering the Executive) 

Employment Letter Agreement, including any amendments to such agreement 

 

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