Zep Inc. Employee Stock Purchase Plan



 Exhibit 10.1 
 ZEP INC. 
 EMPLOYEE STOCK PURCHASE PLAN 
 (Effective As Of October 31, 2007) 
 ARTICLE I - INTRODUCTION. 
 1.1 ESTABLISHMENT AND EFFECTIVE DATE. Zep Inc. (the “Company”) hereby adopts the Zep Inc. Employee Stock Purchase Plan (“Plan”). The
Plan shall be effective as of October 31, 2007 (subject to approval by the stockholders of the Company as provided in Section 2.7) and shall remain effective until amended or terminated as provided in Article VI. 
 1.2. STATEMENT OF PURPOSE. The purpose of the Zep Inc. Employee Stock Purchase Plan is to provide eligible employees of the Company and its Subsidiaries,
who wish to become stockholders, an opportunity to purchase Common Stock of the Company. The Board of Directors of the Company believes that employee participation in ownership will be to the mutual benefit of both the employees and the Company.

 1.3. INTERNAL REVENUE CODE CONSIDERATIONS. The Plan is intended to constitute an “employee stock purchase plan” within the
meaning of Section 423 of the Internal Revenue Code of 1986, as amended. 
 ARTICLE II - CERTAIN DEFINITIONS. 
 2.1 “ADMINISTRATOR” means the individual or committee (which may be a committee of the Board) appointed by the Board to administer the Plan, as
provided in Section 6.5 hereof. 
 2.2 “BOARD” means the Board of Directors of the Company. 
 2.3 “CODE” means the Internal Revenue Code of 1986, as amended. 
 2.4 “COMPANY” means Zep Inc., a Delaware corporation. 
 2.5 “COMPENSATION” means the
total remuneration paid, during the period of reference, to an Employee by the Employer, including regular salary or wages, overtime payments, bonuses, commissions and vacation pay, to which has been added (a) any elective deferral amounts by
which the Employee has had his current remuneration reduced for the purposes of funding a contribution to any plan sponsored by the Employer and satisfying the requirements of section 401(k) of the Code, (b) any amounts by which the
Employee’s compensation has been reduced pursuant to a compensation reduction agreement between the Employee and the Employer for the purpose of funding benefits through any cafeteria plan sponsored by the Employer meeting the requirements of
section 125 of the Code, and (c) any amounts by which the Employee’s compensation is reduced pursuant to a deferral agreement under a nonqualified deferred compensation plan. There shall be excluded from “Compensation” for the
purposes of the Plan, whether or not reportable as income by the Employee, expense reimbursements of all types, payments in lieu of expenses, the Employer contributions to any qualified retirement plan or other program of deferred compensation
(except as provided above), the Employer contributions to Social Security or worker’s compensation, the 








 
costs paid by the Employer in connection with fringe benefits and relocation, including gross-ups, and any amounts accrued for the benefit of the Employee,
but not paid, during the period of reference. 
 2.6 “CONTINUOUS SERVICE” means the period of time during which the Employee has
been employed by the Company or a Subsidiary and during which there has been no interruption of Employee’s employment by the Company or a Subsidiary. For this purpose, periods of Excused Absence shall not be considered to be interruptions of
Continuous Service. Continuous Service includes service with Acuity Brands, Inc. (or its subsidiaries) or an Employer prior to the Effective Date and may include periods of service with a corporation or other entity acquired by the Company after the
Effective Date. 
 2.7 “EFFECTIVE DATE” for the Plan shall mean October 31, 2007, if by or within twelve months of that date,
the Plan is or has been approved by the affirmative vote of the holders of the majority of outstanding Common Stock of the Company entitled to vote. 
 2.8 “ELIGIBLE EMPLOYEE” means each Employee whose customary employment is for 20 hours or more per week, other than: 
 (a) an Employee who is deemed for purposes of Section 423(b)(3) of the Code to own stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the
Company; or 
 (b) an Employee subject to the laws of a country which would prohibit the Employee’s participation in the Plan; or

 (c) an Employee who is a Section 16 reporting officer of Zep Inc. 
 2.9 “EMPLOYEE” means each person employed by an Employer. 
 2.10 “EMPLOYER” means the Company and each Subsidiary. 
 2.11 “EXCUSED ABSENCE” means
absence pursuant to a leave of absence granted by the Company or any other entity constituting the Company, absence due to disability or illness, absence by reason of a Layoff, or absence by reason of active duty in the armed forces of the United
States. In no event may an Excused Absence exceed six (6) months in length (or, if longer and if applicable, the period of the individual’s active duty in the armed forces of the United States and such period thereafter, as such
individual’s right to reemployment by the Company is protected by law), and any absence shall cease to be an Excused Absence upon the earlier of (a) the last day of the calendar month in which the duration of the absence reaches six
(6) months or (b) the last day of the calendar month in which the leave expires by its terms, the layoff ends by recall or permanent separation from service, or recovery from illness or disability occurs. 
 2.12 “FAIR MARKET VALUE” means, with respect to Stock, the fair market value of such stock, as determined in good faith by the Administrator;
provided, however, that 
  

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 (a) if the Stock is admitted to trading on a national securities exchange, Fair Market Value on any date
shall be the last sale price reported for the Stock on such exchange on such date or, if no sale was reported on such date, on the last date preceding such date on which a sale was reported, and 
 (b) if the Stock is not listed on any securities exchange, but nevertheless is publicly traded and reported (through the OTC Bulletin Board or otherwise),
Fair Market Value on such date shall be the closing sales price on such date (or, if there are no sales on such date, on the next preceding day). 
 For purposes of subsection (a), if the Stock is traded on more than one securities exchange then the largest U.S. exchange on which Stock is traded shall be referenced to determine Fair Market Value. 
 2.13 “INITIAL OFFERING DATE” is defined in Section 2.15 below. 
 2.14 “OFFERING” means the offering of shares of Stock under the Plan. 
 2.15 “OFFERING DATE” means the first business day of each Purchase Period during which the Plan is in effect; provided, however, that the
initial Offering Date (“Initial Offering Date”) shall be the first business day after the Effective Date as of which the Administrator determines that participation in the Plan can be offered to Eligible Employees. 
 2.16 “PARTICIPANT” means each Eligible Employee who elects to participate in the Plan. 
 2.17 “PLAN” means the Zep Inc. Employee Stock Purchase Plan, as the same is set forth herein and as the same may hereafter be amended.

 2.18 “PURCHASE AGREEMENT” means the document prescribed by the Administrator pursuant to which an Eligible Employee has enrolled
to be a Participant or such electronic equivalent as may be permitted by the Administrator. 
 2.19 “PURCHASE DATE” means the last
business day of each Purchase Period. 
 2.20 “PURCHASE PERIOD” means the one-month period beginning on the first day of each month
and ending on the last day of the month; provided, however, the initial Purchase Period (“Initial Purchase Period”) may be a short period beginning on the Initial Offering Date and ending on the last business day of the Purchase Period in
which the Initial Offering Date falls. The Administrator shall have the authority to change the duration and/or frequency of Purchase Periods with respect to future purchases and/or to suspend the Plan for one or more Purchase Periods, and shall
announce any such change prior to the scheduled beginning of the first Purchase Period to be affected by the change. 
 2.21 “PURCHASE
PRICE” means such term as it is defined in Section 4.3 hereof. 
 2.22 “STOCK” means the Common Stock, par value $.01 per
share, of the Company. 
  

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 2.23 “STOCK PURCHASE ACCOUNT” means an account consisting of all amounts withheld from an
Employee’s Compensation or otherwise paid into the Plan for the purpose of purchasing shares of Stock for such Employee under the Plan, reduced by all amounts applied to the purchase of Stock for such Employee under the Plan. 
 2.24 “SUBSIDIARY” shall mean a corporation described in Section 424(f) of the Code that has, with the permission of the Administrator,
been designated to be eligible to participate in the Plan. The participating Subsidiaries on the Effective Date are listed on Schedule A attached hereto. 
 ARTICLE III - ADMISSION TO PARTICIPATION. 
 3.1 INITIAL PARTICIPATION. Only Eligible Employees may participate in the Plan.
Eligible Employees who are covered by a collective bargaining agreement may participate in the Plan unless the representative for such collectively bargained employees elects for such group of employees not to participate in the Plan. Any Eligible
Employee may elect to be a Participant and may become a Participant by executing and filing with the Administrator a Purchase Agreement at such time in advance and on such forms as prescribed by the Administrator, or through telephone or other
electronic arrangements as may be established by the Administrator. The effective date of an Eligible Employee’s participation shall be the Offering Date next following the date on which the Administrator receives from the Eligible Employee a
properly filed Purchase Agreement; provided, however, that the Initial Offering Date may precede receipt of the Eligible Employee’s Purchase Agreement. Participation in the Plan will continue automatically from one Purchase Period to another
unless notice is given pursuant to Section 3.2. 
 3.2 VOLUNTARY DISCONTINUANCE OF PARTICIPATION. Any Participant may voluntarily
withdraw from the Plan by filing a Notice of Withdrawal with the Administrator at such time in advance and on such forms, or using such other procedures, as the Administrator may specify. Upon such withdrawal, there shall be paid to the Participant
the amount, if any, standing to his credit in his Stock Purchase Account which has not yet been used to purchase Stock. The delivery of certificates representing the shares of Stock held for such Participant under the Plan shall be handled in the
manner provided in Section 4.6. 
 3.3 INVOLUNTARY DISCONTINUANCE OF PARTICIPATION. If a Participant ceases to be an Eligible Employee
other than by death, the entire amount, if any, standing to the Participant’s credit in his Stock Purchase Account shall be refunded to him. Notwithstanding the foregoing, should a Participant cease to be an Eligible Employee (as a result of
the restrictions in Section 2.8(c)), such Participant may continue to participate only through the end of the Purchase Period during which he becomes ineligible to participate. The delivery of certificates representing the shares of Stock held
for such Participant under the Plan shall be handled in the manner provided in Section 4.6. 
 3.4 READMISSION TO PARTICIPATION. Any
Eligible Employee who has previously been a Participant, who has discontinued participation, and who wishes to be reinstated as a Participant may become a Participant after any waiting period determined by the Administrator and applied consistently
to all Participants by executing and filing with the 

  

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Administrator, at such time in advance as the Administrator shall determine, a new Purchase Agreement on forms provided by the Administrator, or through
telephone or other electronic arrangements as may be established by the Administrator. Reinstatement to Participant status shall be effective as of the Offering Date next following the later of (i) expiration of the waiting period, and
(ii) the date on which the Administrator receives from the Eligible Employee the properly filed Purchase Agreement, provided that such Purchase Agreement is filed no later than the deadline in advance of such Offering Date as prescribed by the
Administrator. 
 ARTICLE IV - STOCK PURCHASE. 
 4.1 RESERVATION OF SHARES. Except as provided in Section 5.2 hereof, the aggregate number of shares of Stock that may be purchased under the Plan shall not exceed Two Hundred Thousand (200,000) shares of Stock. Shares of Stock issued
pursuant to the Plan may be either unissued shares of Stock, Stock held in treasury, or shares of Stock acquired in the market or directly from shareholders. 
 4.2 LIMITATION ON SHARES AVAILABLE. Subject to the other limitations set forth in the Plan, the maximum number of shares of Stock that may be purchased for each Participant on a Purchase Date is the lesser of
(a) the number of whole and fractional shares of Stock that can be purchased by applying the full balance of his Stock Purchase Account to such purchase of shares at the Purchase Price (as hereinafter determined), (b) the number of shares
of Stock that would not cause the Participant to exceed the limit of Section 2.8(a), or (c) an amount equal to 25% of the Participant’s expected Purchase Period Compensation divided by 95% of the Fair Market Value of the Stock on the
Offering Date. A Participant’s expected Purchase Period Compensation shall be determined by multiplying his normal hourly or weekly rate of Compensation (as in effect on the last day prior to such Offering Date) by the number of regularly
scheduled hours or weeks of work for such Participant during the Purchase Period. Any portion of a Participant’s Stock Purchase Account that cannot be applied by reason of the foregoing limitation shall remain in the Participant’s Stock
Purchase Account for application to the purchase of Stock on the next Offering Date (unless withdrawn before such next Offering Date). 
 4.3
PURCHASE PRICE OF SHARES. The Purchase Price per share of Stock purchased for Participants pursuant to any Offering shall be the sum of (a) ninety-five percent (95%) of the Fair Market Value of such share of Stock on the Purchase Date on which
such Offering expires and (b) any transfer, excise, or similar tax imposed on the transaction pursuant to which such share of Stock is purchased. If the Purchase Date with respect to the purchase of Stock is a day on which the stock is selling
ex-dividend but is on or before the record date for such dividend, then for Plan purposes the Purchase Price per share will be increased by an amount equal to the dividend per share. In no event shall the Purchase Price be less than the par value of
the Stock. 
 4.4 ESTABLISHMENT OF STOCK PURCHASE ACCOUNT. Each Participant shall authorize payroll deductions from Compensation for the
purposes of funding his Stock Purchase Account. In the Purchase Agreement, each Participant shall authorize a deduction from each payment of his Compensation during a Purchase Period, which deduction shall be not more than twenty-five percent
(25%) of the gross amount of such payment, subject to Section 4.5(b), 

  

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and not less than any minimum amount established by the Plan Administrator or its designee. If a Participant is employed by more than one Employer, such
Participant can elect to have up to twenty-five percent (25%) of his Compensation from all Employers deducted from the payment of Compensation by a single Employer. The Administrator or its designee may require that any payroll deduction must
be made in whole percentages (i.e., 1%, 2%, 3%, etc.) or in a dollar amount. In addition, the Administrator may allow, in its sole discretion and subject to such terms and procedural requirements as it may establish, for the delivery of
payments by Participants directly to the Administrator or its designee; provided, however, that the total payroll deductions and direct cash payments may not exceed, in the aggregate for any calendar year, twenty-five percent (25%) of the total
Compensation paid such Participant for the respective calendar year. A Participant may change the deduction to any permissible level for any subsequent Purchase Period by filing notice thereof at such time preceding the Offering Date on which such
subsequent Purchase Period commences as the Administrator shall determine. 
 4.5 EXERCISE OF PURCHASE PRIVILEGE. 
 (a) Subject to the provisions of Section 4.2 above, on each Purchase Date there shall be purchased for the Participant at the Purchase Price the
largest number of whole and fractional shares of Stock that can be purchased with the entire amount standing to the Participant’s credit in his Stock Purchase Account. A Participant may not sell the shares of Stock for a six-month period
commencing on the Purchase Date for such shares of Stock, except in the event of the Participant’s termination of employment prior to such six-month date. 
 (b) Participant may not during any calendar year purchase shares of Stock having an aggregate Fair Market Value, determined at the time of each Offering Date during such calendar year, of more than $25,000, and
(ii) all rights to purchase Stock offered on an Offering Date must be exercised within twenty-seven (27) months of such Offering Date. 
 4.6 SHARE OWNERSHIP; ISSUANCE OF CERTIFICATES 
 (a) The Stock purchased for a Participant on a Purchase Date shall, for all
purposes, be deemed to have been issued and/or sold at the close of business on such Purchase Date. Prior to that time, none of the rights or privileges of a stockholder of the Company shall inure to the Participant with respect to such shares. All
the shares of Stock purchased under the Plan shall be delivered by the Company in a manner as determined by the Administrator in accordance with Section 4.6(b). 
 (b) The Administrator, in its sole discretion, may determine the method for delivering shares of Stock by the Company, including, but not limited to, (i) by issuing or having delivered a certificate or
certificates for the number of shares of Stock purchased for all Participants on a Purchase Date or during a calendar year to a member firm of the New York Stock Exchange which is also a member of the National Association of Securities Dealers,
Inc., as selected by the Administrator from time to time, which shares shall be maintained by such member firm in separate accounts for each Participant, or (ii) by issuing or having delivered a certificate or certificates for the number of
shares of Stock purchased for all Participants on a Purchase Date or during the calendar year to a bank or trust company or affiliate thereof, as 

  

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selected by the Administrator from time to time, which shares shall be maintained by such bank or trust company or affiliate in separate accounts for each
Participant. In addition, the Administrator may periodically issue and deliver to the Participant a certificate for the number of whole shares of Stock purchased for such Participant on a Purchase Date or during such other time period as the
Administrator may determine. Each Participant shall have full shareholder rights with respect to all shares of Stock purchased under the Plan, including, but not limited to, voting, dividend, and liquidation rights. Shares which are held in the name
of the Company or its agent as the nominee for the Participant will be covered by proxies provided to such Participant by the Company or its agent. Unless provided otherwise, cash dividends paid on Stock issued under the Plan will be automatically
reinvested. A Participant may withdraw certificates for his shares of Stock credited to his account at any time by a written request for such withdrawal delivered to the Administrator or its designee, or through telephone or other electronic
arrangements as may be established by the Administrator. Upon any such request, the Company will promptly distribute such certificates to the requesting Participant. Any stock certificate distributed to a Participant may contain a legend requiring
notification to the Company of any transfer or sale of the shares of Stock prior to the date two years after the Offering Date for the Offering under which the shares were purchased. 
 ARTICLE V - SPECIAL ADJUSTMENTS. 
 5.1 SHARES UNAVAILABLE. If, on any Exercise Date, the aggregate
funds available for the purchase of Stock would purchase a number of shares in excess of the number of shares then available for purchase under the Plan, the following events shall occur: 
 (a) The number of shares that would otherwise be purchased for each Participant shall be proportionately reduced on the Purchase Date in order to
eliminate such excess; 
 (b) The Plan shall automatically terminate immediately after the Purchase Date as of which the supply of available
shares is exhausted; and 
 (c) Any amounts remaining in the respective Stock Purchase Accounts of the Participants shall be repaid to such
Participants. 
 5.2 CHANGE IN CAPITALIZATION. The aggregate number of shares of Stock reserved for purchase under the Plan, as hereinabove
provided, and the calculation of the Purchase Price per share shall be adjusted by the Administrator in an appropriate and equitable manner in the event of a Change in Capitalization (as hereinafter defined). For purposes of the Section 5.2, a
“Change in Capitalization” means any increase or reduction in the number of Shares, or any change (including, but not limited to, a change in value) or exchange of Shares for a different number or kind of shares or other securities of the
Company, by reason of a reclassification, recapitalization, merger, consolidation, reorganization, spin-off, split-up, issuance of warrants or rights or debentures, stock dividend, stock split or reverse stock split, extraordinary cash dividend,
property dividend, combination or exchange of shares, repurchase of shares, public offering, private placement, change in corporate structure or otherwise. 
  

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 5.3 EFFECT OF CERTAIN TRANSACTIONS. Subject to any required action by the stockholders, if the Company
shall be the surviving or resulting corporation in any merger or consolidation, or if the Company shall be merged for the purpose of changing the jurisdiction of its incorporation, any Offering hereunder shall pertain to and apply to the shares of
stock of the Company or the survivor. However, in the event of a dissolution or liquidation of the Company, or of a merger or consolidation in which the Company is not the surviving or resulting corporation, the Plan and any Offering hereunder shall
terminate upon the effective date of such dissolution, liquidation, merger, or consolidation, and the balance then standing to the credit of each Participant in his Stock Purchase Account shall be returned to him. 
 ARTICLE VI - MISCELLANEOUS. 
 6.1 NONALIENATION. The
right to purchase shares of Stock under the Plan is personal to the Participant, is exercisable only by the Participant during his lifetime except as hereinafter set forth, and may not be assigned or otherwise transferred by the Participant.

 6.2 DEATH OF THE PARTICIPANT. Upon the death of the Participant, the entire amount then standing to the credit of the Participant in his
Stock Purchase Account shall be distributed to the Participant’s estate. 
 6.3 ADMINISTRATIVE COSTS. The Company or a Subsidiary will
pay the expenses incurred in the administration of the Plan other than any fees or transfer, excise, or similar taxes imposed on the transaction pursuant to which any shares of Stock are purchased. The Participant will pay any transaction fees or
commissions on any sale of the shares of Stock and may also be charged the reasonable costs associated with issuing a stock certificate. 
 6.4 COLLECTION OF TAXES. The Company shall be entitled to require any Participant to remit, through payroll withholding or otherwise, any tax that it determines it is so obligated to collect with respect to the issuance of Stock hereunder,
or the subsequent sale or disposition of such Stock, and the Administrator shall institute such mechanisms as shall insure the collection of such taxes. 
 6.5 ADMINISTRATOR. The Board shall appoint an Administrator, which shall have the authority and power to administer the Plan and to make, adopt, construe, and enforce rules and regulations not inconsistent with the
provisions of the Plan. The Administrator shall adopt and prescribe the contents of all forms required in connection with the administration of the Plan, including, but not limited to, the Purchase Agreement, payroll withholding authorizations,
withdrawal documents, and all other notices required hereunder. The Administrator shall have the fullest discretion permissible under law in the discharge of its duties. The Administrator’s interpretations and decisions in respect of the Plan,
the rules and regulations pursuant to which it is operated, and the rights of Participants hereunder shall be final and conclusive. 
 6.6
AMENDMENT OF THE PLAN. The Board may amend the Plan without the consent of stockholders or Participants, except that any such action shall be subject to the approval of the Company’s stockholders at or before the next annual meeting of
stockholders for which the record date is set after such Board action if such stockholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation 

  

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system on which the Stock may then be listed or quoted, and the Board may otherwise in its discretion determine to submit other such changes to the Plan to
stockholders for approval; provided, however, that no such action may (i) without the consent of an affected Participant, materially impair the rights of such Participant with respect to any shares of Stock theretofore purchased for him under
the Plan, or (ii) disqualify the Plan under Section 423 of the Code 
 6.7 TERMINATION OF THE PLAN. Subject to Section 5.1,
the Plan shall continue in effect unless terminated pursuant to action by the Board, which shall have the right to terminate the Plan at any time without prior notice to any Participant and without liability to any Participant. Upon the termination
of the Plan, the balance, if any, then standing to the credit of each Participant in his Stock Purchase Account shall be refunded to him and the certificates representing the shares of Stock shall be handled in the manner provided in
Section 4.6. 
 6.8 REPURCHASE OF STOCK. The Company shall not be required to purchase or repurchase from any Participant any of the
shares of Stock that the Participant acquired under the Plan. 
 6.9 NOTICE. A Purchase Agreement and any notice that a Participant files
pursuant to the Plan shall be on the form prescribed by the Administrator and shall be effective only when received by the Administrator or its designee. Delivery of such forms may be made by hand or by certified mail, sent postage prepaid, to the
address specified by the Administrator. Delivery by any other mechanism shall be deemed effective at the discretion of the Administrator. 
 6.10 GOVERNMENT REGULATION. The Company’s obligation to sell and to deliver the Stock under the Plan is at all times subject to all approvals of any governmental authority required in connection with the authorization, issuance, sale,
or delivery of such Stock. 
 6.11 HEADINGS, CAPTIONS, GENDER. The headings and captions herein are for convenience of reference only and
shall not be considered as part of the text. The masculine shall include the feminine, and vice versa. 
 6.12 SEVERABILITY OF PROVISIONS;
PREVAILING LAW. The provisions of the Plan shall be deemed severable. If any such provision is determined to be unlawful or unenforceable by a court of competent jurisdiction or by reason of a change in an applicable statute, the Plan shall continue
to exist as though such provision had never been included therein (or, in the case of a change in an applicable statute, had been deleted as of the date of such change). The Plan shall be governed by the laws of the State of Delaware, to the extent
such laws are not in conflict with, or superseded by, federal law. 
  

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 IN WITNESS WHEREOF, this Plan has been executed by the Company, to be effective on the Effective Date.

  

			
	ZEP INC.
		
	By:	 	/s/ John K. Morgan
		 	


  

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 SCHEDULE A 
 PARTICIPATING SUBSIDIARIES 
 Acuity Specialty Products, Inc. (Georgia) 
 Acuity Holdings, Inc.