Zep Inc Long-Term Incentive Plan



 Exhibit 10.5 
 ZEP INC. 
 LONG-TERM INCENTIVE PLAN 
 (Effective as of ___________, 2007) 
  

	1.	Purpose 

 The purposes of the Zep Inc. Long-Term
Incentive Plan (the “Plan”) are to provide additional incentives to those officers, key executives and directors of Zep Inc. (the “Company”) and key employees of its Subsidiaries (as hereinafter defined) whose substantial
contributions are essential to the continued growth and profitability of the Company’s businesses, to strengthen their commitment to the Company and its Subsidiaries, to further motivate those officers, other executives and directors to perform
their assigned responsibilities diligently and skillfully, and to attract and retain competent and dedicated individuals whose efforts will result in the long term growth and profitability of the Company and, over time, appreciation in the market
value of its stock. To accomplish these purposes, the Plan provides that the Company may grant to Eligible Employees, Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units,
Performance Units and Performance Shares (as each term is hereinafter defined) and to eligible Directors, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock and Restricted Stock Units. 
 In connection with the spin-off (the “Spin-off”) of the Company by Acuity Brands, Inc. (“Acuity Brands”), effective _________, 2007,
Options and Awards will be granted under this Plan as Conversion Awards to former employees of Acuity Brands and its Subsidiaries who remain or become employees of the Company and its Subsidiaries. 
  

	2.	Definitions For purposes of the Plan: 

 (a)
“Acuity Brands” means Acuity Brands, Inc., a Delaware corporation, or any successor corporation. 
 (b) “Acuity Brands
Conversion Awards” means Options or Awards that are issued in substitution of, or in connection with, stock options or grants of restricted stock or restricted stock units that were granted under the Acuity Brands Long-Term Incentive Plan to
employees of Acuity Brands and its Subsidiaries who became employees of the Company and its Subsidiaries (or who were otherwise considered Transferred Individuals under the Employee Benefits Agreement) as of the date of the Spin-off of the Company
to the stockholders of Acuity Brands. As provided in Sections 6(j) and 7(c), the Acuity Brands Conversion Awards shall have the same material terms and conditions under the Plan as such awards had under the Acuity Brands Long-Term Incentive
Plan. 
 (c) “Acuity Brands Long-Term Incentive Plan” means the long-term incentive plan sponsored by Acuity Brands, known as the
Acuity Brands, Inc. Long-Term Incentive Plan. 
 (d) “Adjusted Fair Market Value” means in the event of a Change in Control, the
greater of (i) the highest price per share paid to holders of the Shares in any transaction (or series 








 
of transactions) constituting or resulting in a Change in Control or (ii) the highest Fair Market Value of a Share during the ninety (90) day
period ending on the date of a Change in Control. 
 (e) “Agreement” means the written agreement between the Company and an
Optionee or Grantee evidencing the grant of an Option or Award and setting forth the terms and conditions thereof. The Committee may, but need not, require that the Participant execute a copy of the Agreement before the Agreement becomes effective.

 (f) “Award” means a grant of a Stock Appreciation Right, Restricted Stock, Restricted Stock Units, Performance Awards, or any or
all of them. 
 (g) “Board” means the Board of Directors of the Company. 
 (h) “Business Unit” means any of the operating units of the Company, or its Subsidiaries, designated as a Business Unit by the Committee.

 (i) “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 
 (j) “Change in Control” means any of the following events: 
 (i) The acquisition (other than from the Company) by any “Person” (as the term is used for purposes of Sections 13(d) or
14(d) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of the combined voting power of the Company’s then outstanding voting securities;
or 
 (ii) The individuals who, as of _____________, 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, or nomination 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 Incumbent Board; or 
 (iii)
Consummation of a merger or consolidation involving the Company if the stockholders of the Company, immediately before 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 corporation resulting 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 
  

 2 








 (iv) Consummation of a complete liquidation or dissolution of the Company or an agreement
for the sale or other disposition of all or substantially all of the assets of the Company. 
 Notwithstanding the foregoing, a Change in
Control shall not be deemed to occur pursuant to Section 2(j)(i), 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 plans maintained 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 in the Company immediately prior to such acquisition. 
 (k)
“Code” means the Internal Revenue Code of 1986, as amended. 
 (l) “Committee” means a committee consisting of two or
more non-employee members of the Board who are appointed by the Board to administer the Plan and to perform the functions set forth herein. The Board or the Committee may designate a subcommittee of members of the Committee to act on certain matters
where such designation is necessary or desirable. 
 (m) “Company” means Zep Inc., a Delaware corporation, or any successor
corporation. 
 (n) “Director” means any individual who is a member of the Board of Directors of the Company; provided, however,
that any Director who is employed by the Company or any Employer shall not be considered a Director, but instead shall be considered an employee for purposes of the Plan. 
 (o) “Disability” means a physical or mental incapacity which impairs the Optionee’s or Grantee’s ability to substantially perform his duties for a period of one hundred eighty
(180) consecutive days. The determination of Disability shall be made by the Committee based upon the information provided to it. 
 (p)
“Eligible Employee” means any officer or other employee of the Company or a Subsidiary designated by the Committee as eligible to receive Options or Awards, subject to the conditions set forth herein. 
 (q) “Employee Benefits Agreement” means the Employee Benefits Agreement between Acuity Brands and the Company, dated as of _______________,
2007, which provides for the treatment of the employee plans in connection with the Spin-off of the Company from Acuity Brands. 
 (r)
“Employment Agreement” means with respect to a Participant who is an employee, the written agreement between the Company or a Subsidiary and the employee providing for the terms of such employee’s employment with the Company or a
Subsidiary, as it may be amended from time to time. 
 (s) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

  

 3 








 (t) “Fair Market Value” means the fair market value of the Shares as determined in good faith
by the Committee; provided, however, that (A) if the Shares are admitted to trading on a national securities exchange, Fair Market Value on any date shall be the last sale price reported for the Shares 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, (B) if the Shares are admitted to quotation on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) or
other comparable quotation system and have been designated as a National Market System (“NMS”) security, Fair Market Value on any date shall be the last sale price reported for the Shares on such system on such date or on the last day
preceding such date on which a sale was reported, or (C) if the Shares are admitted to Quotation on NASDAQ and have not been designated a NMS Security, Fair Market Value on any date shall be the average of the highest bid and lowest asked
prices of the Shares on such system on such date. 
 (u) “Grantee” means a person to whom an Award has been granted under the Plan.

 (v) “Incentive Stock Option” means an Option within the meaning of Section 422 of the Code. 
 (w) “Named Executive Officer” means an Eligible Employee who as of the date of grant, vesting and/or payout of an Award or Option is deemed by
the Committee to be a “covered employee” as defined in Code Section 162(m) and the regulations and rulings thereunder. 
 (x)
“Nonqualified Stock Option” means an Option which is not an Incentive Stock Option. 
 (y) “Option” means an Incentive
Stock Option, a Nonqualified Stock Option, or either or both of them. 
 (z) “Optionee” means a person to whom an Option has been
granted under the Plan. 
 (aa) “Participant” means an Eligible Employee or Director who has an outstanding Award or Option under
the Plan. 
 (bb) “Performance Awards” means Performance Units, Performance Shares or either or both of them. 
 (cc) “Performance Cycle” means the time period specified by the Committee at the time a Performance Award is granted during which the
performance of the Company, a Subsidiary or a Business Unit will be measured. 
 (dd) “Performance Shares” means Restricted Stock
granted under Section 8 of the Plan. 
 (ee) “Performance Unit” means Performance Units granted under Section 8 of the
Plan. 
  

 4 








 (ff) “Restricted Stock” means Shares issued or transferred to a Participant which are subject
to restrictions. Restricted Stock may be awarded subject to restrictions which lapse over time without regard to the performance of the Company, a Subsidiary or a Business Unit, pursuant to Section 7 hereof, or may be awarded as Performance
Shares pursuant to Section 8 hereof. 
 (gg) “Restricted Stock Units (or RSUs)” means a right granted under Section 7 of
the Plan to receive a number of Shares, or a cash payment for each such Share equal to the Fair Market Value of a Share, on a specified date. 
 (hh) “Retirement” means the voluntary termination of employment by the Grantee or Optionee at any time on or after the Grantee or Optionee attains age 65. 
 (ii) “Shares” means the common stock, par value $.01 per share, of the Company (including any new, additional or different stock or securities
resulting from a Change in Capitalization). 
 (jj) “Stock Appreciation Right” (or “SAR”) means a right granted under
Section 9 of the Plan to receive for each Share subject to an Award a cash payment or Shares equal to the excess, if any, of (i) the Fair Market Value of a Share on the exercise date, over (ii) the exercise price of the SAR.

 (kk) “Subsidiary” means any corporation in an unbroken chain of corporations, beginning with the Company (or Acuity Brands, in
the case of Acuity Brands Conversion Awards), if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other
corporations in such chain. The term “Subsidiary” shall also include a partnership in which the Company or a Subsidiary owns 50% or more of the profits interest or capital interest in the partnership. 
 (ll) “Successor Corporation” means a corporation, or a parent or subsidiary thereof within the meaning of Section 424(a) of the Code,
which issues or assumes an Option in a transaction to which Section 424(a) of the Code applies. 
 (mm) “Ten-Percent
Stockholder” means an Eligible Employee who, at the time an Incentive Stock Option is to be granted to him, owns (within the meaning of Section 422(b)(6) of the Code) stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company. 
 (nn) “Termination for Cause” means the Optionee or Grantee has terminated
employment and has been found by the Committee to be guilty of theft, embezzlement, fraud or misappropriation of the Company’s property or any action which, if the individual were an officer of the Company, would constitute a breach of
fiduciary duty, provided that if an Optionee or Grantee has an Employment Agreement, “Cause” shall mean Cause as defined in such Agreement. 
  

 5 









	3.	Administration 

 (a) The Plan shall be administered
by the Committee, which shall hold such meetings as may be necessary for the proper administration of the Plan. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to
the Plan, or any Agreements, Options or Awards under the Plan, and all members of the Committee shall be fully indemnified by the Company with respect to any such action, determination or interpretation. 
 (b) Subject to the express terms and conditions set forth herein, the Committee shall have the power from time to time: 
 (i) to determine those Eligible Employees and Directors to whom Options shall be granted under the Plan and the number of Incentive Stock
Options and/or Nonqualified Stock Options to be granted to each Eligible Employee or Director and to prescribe the terms and conditions (which need not be identical) of each Option, including the purchase price per Share subject to each Option, and
to make any amendment or modification to any Agreement consistent with the terms of the Plan; 
 (ii) to select those Eligible
Employees and Directors to whom Awards shall be granted under the Plan and to determine the amount of Shares payable, the number of SARs, Performance Units, Performance Shares, RSUs, and/or shares of Restricted Stock, to be granted pursuant to each
Award, the terms and conditions of each Award, including the restrictions or performance criteria relating to such Award, the maximum value of each Award, and to make any amendment or modification to any Agreement consistent with the terms of the
Plan; 
 (iii) to delegate to the Chief Executive Officer the authority to grant Options or Awards with respect to Shares to
employees of the Company from a pool of Shares established by the Committee, provided that such grants are made in accordance with applicable law. 
 Provided, however, that the Board can exercise any of the powers set forth in this Section 3(b), subject to any limitations imposed by Code Section 162(m) or Rule 16b-3 under the Exchange Act. 
 (c) Subject to the express terms and conditions set forth herein, the Committee shall have the power from time to time: 
 (i) to construe and interpret the Plan and the Options and Awards granted thereunder and to establish, amend and revoke rules and
regulations for the administration of the Plan, including, but not limited to, correcting any defect or supplying any omission, or reconciling any inconsistency in the Plan or in any Agreement, in the manner and to the extent it shall deem necessary
or advisable to make the Plan fully effective, and all decisions and determinations by the Committee in the exercise of this power shall be final, binding and conclusive upon the Company, a Subsidiary, and the Optionees and Grantees, as the case may
be; 
  

 6 








 (ii) to determine the duration and purposes for leaves of absence which may be granted to
an Optionee or Grantee on an individual basis without constituting a termination of employment or service for purposes of the Plan; 
 (iii) to exercise its discretion with respect to the powers and rights granted to it as set forth in the Plan; and 
 (iv) generally, to exercise such powers and to perform such acts as are deemed necessary or advisable to promote the best interests of the Company with respect to the Plan. 
  

	4.	Shares Subject to Program 

 (a) Subject to
adjustment as provided in (d) below, the aggregate number of Shares which are available for issuance pursuant to Options or Awards under the Plan is
_______________________(            ) Shares. Except for Awards of Options or SARs, or Awards that must be settled in cash, the number of Shares reserved under the Plan that may be
granted in the form of other Awards (“Full Value Grants”) will be counted against the __________ Plan maximum so that the maximum is reduced by one and one-half (1.5) Shares for each Share subject to the Full Value Grants . The number
of Incentive Stock Options that may be issued under the Plan is up to 2,000,000. Shares to be issued under the Plan shall be made available from Shares currently authorized but unissued or Shares currently held (or subsequently acquired) by the
Company as treasury shares, including Shares purchased in the open market or in private transactions. 
 (b) The following rules shall apply
for purposes of the determination of the number of Shares available for grant under the Plan: 
 (i) If, for any reason, any
Shares awarded or subject to purchase under the Plan are not delivered or purchased, or are reacquired by the Company, for reasons including, but not limited to, a forfeiture of Restricted Stock or termination, expiration or cancellation of an
Option, Stock Appreciation Right, Restricted Stock Units, or Performance Shares (“Returned Shares”), such Returned Shares shall not be charged against the aggregate number of Shares available for issuance pursuant to Options or Awards
under the Plan and shall again be available for issuance pursuant to an Option or Award under the Plan (with Returned Shares relating to Full Value Grants counting as 1.5 shares). 
 (ii) Each Performance Share awarded that may be settled in Shares shall be counted as one and one-half Shares subject to an Award.
Performance Shares that may not be settled in Shares (or that may be settled in Shares but are not) shall not result in a charge against the aggregate number of Shares available for issuance. Each Stock Appreciation Right to be settled in Shares
shall be counted as one Share subject to an Award, regardless of the number of Shares that are actually issued upon exercise and settlement of the Stock Appreciation Right. Stock Appreciation Rights that may only be settled in cash and may not be
settled in Shares shall not result in a charge against the aggregate number of Shares available for issuance. In addition, if a Stock Appreciation Right is granted in connection with an Option and the exercise of the Stock Appreciation Right results
in the loss of the Option right, the Shares that otherwise would have been issued upon the exercise of such related Option shall not result in a charge against the aggregate number of Shares available for issuance. 
  

 7 








 (iii) Each Restricted Stock Unit that may be settled in Shares shall be counted as one
and one-half Shares subject to an award. Restricted Stock Units that may only be settled in cash and may not be settled in Shares shall not result in a charge against the aggregate number of Shares available for issuance. 
 (c) For purposes of Options or Awards to an individual who is a Named Executive Officer, the following rules shall apply to Options or Awards under the
Plan: 
 (i) The maximum number of Options and Stock Appreciation Rights that, in the aggregate, may be granted pursuant to
Awards in any one fiscal year of the Company to any one Participant shall be three hundred thousand (300,000). 
 (ii) The
maximum aggregate number of Shares of Restricted Stock, number of Restricted Stock Units and Performance Shares or Units that may be granted pursuant to Awards in any one fiscal year of the Company to any one Participant shall be one hundred
thousand (100,000) Shares. 
 (d) In the event of any Change in Capitalization, the Committee shall make such adjustment in the number
and class of Shares which may be delivered under the Plan, and in the number and class of and/or price of Shares subject to outstanding Options or Awards granted under the Plan, as may be determined to be appropriate and equitable by the Committee
to prevent dilution or enlargement of rights; provided, however, that the number of Shares subject to any Option or Award shall always be a whole number and the Committee shall make such adjustments as are necessary to insure Options or Awards of
whole Shares. Equitable adjustments shall be made by the Committee, as it determines are necessary and appropriate, in: 
 (i)
the limitation on the aggregate number of Shares that may be awarded as set forth in Section 4(a), including, without limitation, with respect to Incentive Stock Options; 
 (ii) the limitations on the aggregate number of Shares that may be awarded to any one single Participant as set forth in
Section 4(c); 
 (iii) the number and class of Shares that may be subject to an Option or Award, and which have not been
issued or transferred under an outstanding Option or Award; 
 (iv) the Option Price under outstanding Options and Stock
Appreciation Rights and the number of Shares to be transferred in settlement of outstanding Options or Stock Appreciation Rights; and 
 (v) the terms, conditions or restrictions of any Option or Award or Agreement, including the price payable for the acquisition of Shares; provided, however, that all such adjustments made in respect of each ISO shall
be accomplished so that such Option shall continue to be an incentive stock option within the meaning of Code Section 422. 
  

 8 









	5.	Eligibility 

 Subject to the provisions of the Plan,
the Committee shall have full and final authority to select those Eligible Employees and Directors who will receive Options and/or Awards; provided, however, that no Eligible Employee shall receive any Incentive Stock Options unless he is an
employee of the Company or a Subsidiary (other than a Subsidiary that is a partnership) at the time the Incentive Stock Option is granted. 
  

	6.	Options 

 The Committee may grant Options in
accordance with the Plan and the terms and conditions of the Option shall be set forth in an Agreement. Options may be granted based upon the achievement of such Performance Measures (as listed on Appendix A) as the Committee may determine and
subject to such other terms and conditions as the Committee may specify. The Committee shall have sole discretion in determining the number of Shares underlying each Option to grant a Participant; provided, however, that in the case of any Incentive
Stock Option granted under the Plan, the aggregate Fair Market Value (determined at the time such Option is granted) of the Shares to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under
the Plan and all other incentive stock option plans of the Company and any Subsidiary) shall not exceed $100,000. Each Option and Agreement shall be subject to the following conditions: 
 (a) Purchase Price. The purchase price or the manner in which the purchase price is to be determined for Shares under each Option shall be set
forth in the Agreement, provided, that the purchase price per Share under each Option (other than Acuity Brands Conversion Awards) shall not be less than 100% of the Fair Market Value of a Share on the date the Option is granted (110% in the case of
an Incentive Stock Option granted to a Ten-Percent Stockholder). 
 (b) Duration. Options granted hereunder shall be for such term as
the Committee shall determine, provided that no Option shall be exercisable after the expiration of ten (10) years from the date it is granted (five (5) years in the case of an Incentive Stock Option granted to a Ten-Percent Stockholder).
The Committee may, subsequent to the granting of any Option, extend the term thereof, but in no event shall the term as so extended exceed the maximum term provided for in the preceding sentence. 
 (c) Non-Transferability. Unless the Committee otherwise provides for transferability in the Agreement, no Option granted hereunder shall be
transferable by the Optionee, otherwise than by will or the laws of descent and distribution, and an Option may be exercised during the lifetime of such Optionee only by the Optionee or his guardian or legal representative. The terms of such Option
shall be final, binding and conclusive upon the beneficiaries, executors, administrators, heirs and successors of the Optionee. 
 (d)
Vesting. Subject to Section 6(h) hereof, each Option shall be exercisable in such installments (which need not be equal or the same for each Optionee) and at such times (which may include performance requirements) as may be designated by
the Committee, but not less than a year from the grant date except as otherwise provided in the last sentence in this Section 6(d), and set forth in the Agreement. To the extent not exercised, installments shall 

  

 9 








 
accumulate and be exercisable, in whole or in part, at any time after becoming exercisable, but not later than the date the Option expires. The Committee may
accelerate the exercisability of any Option or portion thereof at any time. 
 (e) Method of Exercise. The exercise of an Option shall
be made only by a written notice delivered in person or by mail to the Secretary of the Company at the Company’s principal executive office (or in such other manner and to such other person or address as may be designated by the Committee),
specifying the number of Shares to be purchased and accompanied by payment therefor and otherwise in accordance with the Agreement pursuant to which the Option was granted. The purchase price for any Shares purchased pursuant to the exercise of an
Option shall be paid in full upon such exercise, as determined by the Committee in its discretion or as provided in the Agreement, in cash, by check, or by transferring Shares to the Company or by attesting to the ownership of Shares upon such terms
and conditions as determined by the Committee. The written notice pursuant to this Section 6(e) may also provide instructions from the Optionee to the Company that upon receipt of the purchase price in cash from the Optionee’s broker or
dealer, designated as such on the written notice, in payment for any Shares purchased pursuant to the exercise of an Option, the Company shall issue such Shares directly to the designated broker or dealer. Any Shares the Optionee transfers to the
Company or attests to owning as payment of the purchase price under an Option shall be valued at their Fair Market Value on the day preceding the date of exercise of such Option. If requested by the Committee, the Optionee shall deliver the
Agreement evidencing the Option to the Secretary of the Company who shall endorse thereon a notation of such exercise and return such Agreement to the Optionee. No fractional Shares shall be issued upon exercise of an Option and the number of Shares
that may be purchased upon exercise shall be rounded to the nearest number of whole Shares. 
 (f) Rights of Optionees. No Optionee
shall be deemed for any purpose to be the owner of any Shares subject to any Option unless and until (i) the Option shall have been exercised pursuant to the terms thereof, (ii) the Company shall have issued and delivered the Shares to the
Optionee and (iii) the Optionee’s name shall have been entered as a stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such Shares.

 (g) Termination of Employment. The Agreement shall set forth the terms and conditions of the Option upon the termination of the
Optionee’s employment with the Company, a Subsidiary or a Business Unit (including an Optionee’s ceasing to be employed by a Subsidiary or Business Unit as a result of the sale of such Subsidiary or Business Unit or an interest in such
Subsidiary or Business Unit), as the Committee may, in its discretion, determine at the time the Option is granted or thereafter, provided, however no Option shall be exercisable beyond its maximum term as described in Section 6(b) hereof.

 (h) Effect of Change in Control. Unless otherwise provided in the Agreement, in the event of a Change in Control, all Options
outstanding on the date of such Change in Control shall become immediately and fully exercisable and the Committee, in its discretion, may terminate the Options upon a Change in Control, provided that at least 30 days prior to the Change in
Control, Committee notifies the Optionee that the Option will be terminated and provides the Optionee, at the election of the Committee, either, (i) a cash payment in the amount equal to the 

  

 10 








 
excess, if any, of (x)(A) in the case of a Nonqualified Stock Option, the greater of (1) the Fair Market Value, on the date preceding the date of
cancellation, of the Shares subject to the Option or portion thereof cancelled, or (2) the Adjusted Fair Market Value of the Shares subject to the option or portion thereof cancelled, or (B) in the case of an Incentive Stock Option, the
Fair Market Value, at the time of cancellation, of the Shares subject to the Option or portion thereof cancelled, over (y) the aggregate purchase price for such Shares under the Option, or (ii) the right to exercise all Options (including
the Options vested as a result of the Change in Control) immediately prior to the Change in Control. 
 (i) Modification. Subject to
the terms of the Plan, the Committee may, in its discretion, modify outstanding Options. Notwithstanding the foregoing, (i) no modification of an Option shall adversely alter or impair any rights or obligations under the Agreement without the
Optionee’s consent, and (ii) the Committee shall not have authority, other than with stockholder approval, (A) to accept the surrender of outstanding Options when the Fair Market Value of a Share is less than the exercise price of the
Options and grant new Options or Awards in substitution for them, or (B) to reduce the exercise price of any outstanding Option. 
 (j)
Acuity Brands Conversion Awards. Each Acuity Brands Conversion Award for an option granted under the Acuity Brands Long-Term Incentive Plan shall reflect the adjustments provided for in the Employee Benefits Agreements and shall have the same
material terms and conditions as the award it replaces under the Acuity Brands Long-Term Incentive Plan, as determined by the Committee (with all references to Acuity Brands or a Subsidiary changed to refer to the Company or a Subsidiary).
Notwithstanding any other provision in this Plan to the contrary, no Acuity Brands Conversion Award in substitution of an award that qualified as an Incentive Stock Option immediately before the grant of the Acuity Brands Conversion Award shall
contain any term that is materially more favorable than the terms of the substituted award which makes the award no longer qualify as an Incentive Stock Option. 
  

	7.	Restricted Stock; Restricted Stock Units 

 The
Committee may grant Awards of Restricted Stock and Restricted Stock Units (RSUs), and may issue Shares of Restricted Stock in payment in respect of vested Performance Units (as hereinafter provided in Section 8(b)), which shall be evidenced by
an Agreement between the Company and the Grantee. Shares of Restricted Stock and RSUs may be granted or awarded based upon the achievement of such Performance Measures (as listed on Appendix A) as the Committee may determine and subject to such
other terms and conditions as the Committee may specify. Each Agreement shall contain such restrictions, terms and conditions as the Committee may, in its discretion, determine and (without limiting the generality of the foregoing) such Agreements
may require that an appropriate legend be placed on Share certificates. Subject to the terms of the Plan, the Committee may modify outstanding Awards of Restricted Stock and RSUs. Notwithstanding the foregoing, no modification of an Award shall
adversely alter or impair any rights or obligations under the Agreement without the Grantee’s consent. 
  

 11 








 (a) Restricted Stock. Awards of Restricted Stock shall be subject to the following terms and
provisions: 
 (i) Shares of Restricted Stock granted pursuant to an Award hereunder shall be recorded in the name of the
Grantee as soon as reasonably practicable after the Award is granted, provided that the Grantee has executed an Agreement evidencing the Award and, in the discretion of the Committee, any other documents which the Committee may require as a
condition to the issuance of such Shares. If a Grantee shall fail to execute the documents which the Committee may require within the time period prescribed by the Committee at the time the Award is granted, the Committee may provide that the Award
is null and void. At the discretion of the Committee, Shares issued in connection with a Restricted Stock Award shall be deposited with an escrow agent designated by the Committee. Unless the Committee determines otherwise and as set forth in the
Agreement, upon delivery of the Shares to the escrow agent, the Grantee shall have all of the rights of a stockholder with respect to such Shares, including the right to vote the Shares and to receive all dividends or other distributions paid or
made with respect to the Shares. 
 (ii) Unless the Agreement provides otherwise, until any restrictions upon the Shares of
Restricted Stock awarded to a Grantee shall have lapsed in the manner set forth in (iii) below, such Shares shall not be sold, transferred or otherwise disposed of and shall not be pledged or otherwise hypothecated, nor shall they be delivered
to the Grantee. 
 (iii) Restrictions upon Shares of Restricted Stock awarded hereunder shall lapse at such time or times and
on such terms and conditions as the Committee may provide in the Agreement, but generally no sooner than one year for performance-based awards and three years for time-vesting, non performance-based awards (graded vesting may be provided). Unless
the Agreement provides otherwise, in the event of a Change in Control, all restrictions upon any Shares of Restricted Stock (other than Performance Shares) shall lapse immediately and all such Shares shall become fully vested in the Grantee.

 (iv) The Agreement shall set forth the terms and conditions that shall apply upon the termination of the Grantee’s
employment with the Company, a Subsidiary or a Business Unit (including a forfeiture of Shares for which the restrictions have not lapsed upon Grantee’s ceasing to be employed) as the Committee may, in its discretion, determine at the time the
Award is granted or thereafter. 
 (v) At the time the Award of Shares of Restricted Stock is granted, the Committee may, in
its discretion, determine that the payment to the Grantee of dividends, or a specified portion thereof, declared or paid on such Shares by the Company shall be (i) deferred until the lapsing of the restrictions imposed upon such Shares and
(ii) held by the Company for the account of the Grantee until such time. In the event of such deferral, the Committee may provide that interest shall be credited at the end of each year (or portion thereof) on the amount of the account at the
beginning of the year at a rate per annum as the Committee, in its discretion, may determine. Payment of deferred dividends, together with interest accrued thereon, shall be made upon the lapsing of restrictions imposed on such Shares, and any
dividends deferred (together with any interest accrued thereon) in respect of any Shares of Restricted Stock shall be forfeited upon the forfeiture of such Shares pursuant to Section 7(a)(iv) or otherwise. 
 (vi) Upon the lapse of the restrictions on Shares of Restricted Stock, the Committee shall cause a stock certificate to be delivered to,
or for the Shares to be credited to an account on behalf of, the Grantee with respect to such Shares, free of all restrictions hereunder (except any restrictions under Section 16). 
  

 12 








 (b) Restricted Stock Units (RSUs). Awards of Restricted Stock Units shall be subject to the
following terms and conditions: 
 (i) The Committee, in its discretion, shall determine the number of RSUs to grant to a
Participant and the restrictions, terms and conditions of the Award, including whether the Award will be paid in cash, Shares or a combination of the two and the time when the Award will be payable (i.e., at vesting, termination of employment or
another date). 
 (ii) Unless the Agreement provides otherwise, RSUs shall not be sold, transferred or otherwise disposed of
and shall not be pledged or otherwise hypothecated. 
 (iii) Restrictions upon RSUs awarded hereunder shall lapse at such time
or times and on such terms and conditions as the Committee may provide in the Agreement. Unless the Agreement provides otherwise, in the event of a Change in Control, all restrictions upon any RSUs shall lapse immediately and all such RSUs shall
become fully vested in the Grantee. 
 (iv) The Agreement shall set forth the terms and conditions that shall apply upon the
termination of the Grantee’s employment with the Company, a Subsidiary or a Business Unit (including a forfeiture of RSUs for which the restrictions have not lapsed upon Grantee’s ceasing to be employed) as the Committee may, in its
discretion, determine at the time the Award is granted or thereafter. 
 (c) Acuity Brands Conversion Awards. Each Acuity Brands
Conversion Award relating to restricted stock or restricted stock units granted under the Acuity Brands Long-Term Incentive Plan shall reflect the provisions of the Employee Benefits Agreement and shall have the same material terms and conditions as
the award under the Acuity Brands Long-Term Incentive Plan, as determined by the Committee (with all references to Acuity Brands or a Subsidiary changed to refer to the Company or a Subsidiary). 
  

	8.	Performance Awards 

 (a) Performance
Objectives. The Committee will select one or more of the Performance Measures listed on Appendix A attached hereto for purposes of Performance Awards under the Plan. Performance Measures may be in respect of the performance of the Company
and its Subsidiaries (which may be on a consolidated basis), a Subsidiary or a Business Unit, or any combination of the foregoing. Performance Awards may also include performance levels that relate to individual achievements or goals. Performance
objectives may be absolute or relative and may be expressed in terms of a progression within a specified range, with the Grantee becoming vested in (i) a minimum percentage of such Performance Awards in the event the Minimum Acceptable
Objective is met or, if surpassed, a greater percentage (ii) an intermediate percentage of such Performance Awards in the event the Good Objective is met or, if surpassed, a greater percentage and (iii) one hundred percent (100%) of
such Performance Awards in the event the Maximum Realistic Objective is met or surpassed. In addition to adjustments provided for by the Agreement, the Committee may, in determining whether the performance levels have been met, adjust the financial
results for a Performance Cycle to 

  

 13 








 
exclude the effect of unusual charges or income items, or other events (such as acquisition or divestitures and equity and other restructurings), which are
distortive of financial results for the Performance Cycle; provided, that, with respect to Named Executive Officers, in determining financial results, items whose exclusion from consideration will increase the Award shall only have their effects
excluded if they constitute “extraordinary” or “unusual” events or items under generally accepted accounting principles and all such events and items shall be excluded. The Committee shall also adjust the performance calculations
to exclude the unanticipated effect on financial results of changes in the Code, or other tax laws, and the regulations thereunder. The Committee may decrease the amount of an Award otherwise payable if, in the Committee’s view, the financial
performance during the Performance Cycle justifies such adjustment, regardless of the extent to which the Performance Measure was achieved. 
 The Agreement may provide the Committee with the right, during a Performance Cycle or after it has ended, to revise the performance levels for the Performance Measure and the Award amounts, if unforeseen events (including, without
limitation, a Change in Capitalization, an equity restructuring, an acquisition or a divestiture) occur which have a substantial effect on the financial results and which in the judgment of the Committee make the application of the performance
levels unfair unless a revision is made. For Named Executive Officers, such changes shall be made in a manner that is not inconsistent with Code Section 162(m). 
 Except with respect to Named Executive Officers, the Committee may establish additional Performance Measures for purposes of Performance Awards under the Plan. Further, in the event that applicable tax and/or
securities laws (including, but not limited to, Code Section 162(m) and Section 16 of the Exchange Act) change to permit Committee discretion to alter the governing Performance Measures for Named Executive Officers without obtaining
stockholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining stockholder approval. 
 (b) Performance Units. The Committee may grant Performance Units, the terms and conditions of which shall be set forth in an Agreement between the Company and the Grantee. Each Performance Unit shall, contingent upon the attainment
of specified performance objectives within the Performance Cycle, represent one (1) Share. Each Agreement shall specify the number of the Performance Units to which it relates, the performance objectives which must be satisfied in order for the
Performance Units to vest, the Performance Cycle within which such objectives must be satisfied, and the form of payment in respect of vested Performance Units. 
 (i) Vesting and Forfeiture. A Grantee shall become vested with respect to the Performance Units to the extent that the performance
objectives set forth in the Agreement are satisfied for the Performance Cycle. Subject to Section 8(d) hereof, if the Minimum Acceptable Objective specified in the Agreement is not satisfied for the applicable Performance Cycle, the
Grantee’s rights with respect to the Performance Units shall be forfeited. 
 (ii) Payment of Awards. Payment of
Performance Units to Grantees in respect of vested Performance Units shall be made within sixty (60) days after the last day of the Performance Cycle to which such Award relates. Subject to Section 8(d), such payments may be made entirely
in Shares, entirely in cash, or in such combination of Shares and cash as the Committee in its discretion, shall determine at any time prior to such payment, provided, 

  

 14 








 
however, that if the Committee in its discretion determines to make such payment entirely or partially in Shares of Restricted Stock, the Committee must
determine the extent to which such payment will be in Shares of Restricted Stock at the time the Award is granted. Except as provided in Section 8(d), and except as the Committee otherwise provides in the Agreement, if payment is made in the
form of cash, the amount payable in respect of any Share shall be equal to the average of the Fair Market Value of such Share for the last ten (10) trading days of the Performance Cycle. 
 (iii) Termination of Employment. The Agreement shall set forth the terms and conditions of the Award of Performance Units upon the
termination of the Grantee’s employment with the Company, a Subsidiary, or a Business Unit (including a Grantee’s ceasing to be employed by a Subsidiary or Business Unit as a result of the sale of such Subsidiary or Business Unit or an
interest in such Subsidiary or Business Unit) as the Committee may, in its discretion, determine at the time the Award is granted or thereafter. 
 (c) Performance Shares. The Committee, in its discretion, may grant Awards of Performance Shares and shall be evidenced by an Agreement between the Company and the Grantee. Each Agreement shall contain such restrictions, if any, and
the terms and conditions as the Committee may, in its discretion, require, and (without limiting the generality of the foregoing) such Agreements may require that an appropriate legend be placed on Share certificates. Awards of Performance Shares
shall be subject to the following terms and provisions: 
 (i) Rights of Grantee. The Committee shall provide at the
time an Award of Performance Shares is made, the time or times at which the Performance Shares granted pursuant to such Award hereunder shall be issued in the name of the Grantee; provided, however, that no Performance Shares shall be issued
until the Grantee has executed an Agreement evidencing the Award, and, in the discretion of the Committee, any other documents which the Committee may require as a condition to the issuance of such Performance Shares. If a Grantee shall fail to
execute the documents which the Committee may require within the time period prescribed by the Committee at the time the Award is granted, the Award shall be null and void. At the discretion of the Committee, Shares issued in connection with an
Award of Performance Shares shall be deposited together with the stock powers with an escrow agent designated by the Committee. Except as restricted by the terms of the Agreement, upon delivery of the Shares to the escrow agent, the Grantee shall
have, in the discretion of the Committee, all of the rights of a stockholder with respect to such Shares, including the right to vote the shares and to receive all dividends or other distributions paid or made with respect to the shares. 

(ii) Nontransferability. Unless the Agreement provides otherwise, until any restrictions upon the Performance Shares awarded to
a Grantee shall have lapsed in the manner set forth in Sections 8(c)(3) or 8(d), such Performance Shares shall not be sold, transferred or otherwise disposed of and shall not be pledged or otherwise hypothecated, nor shall they be delivered to
the Grantee. The Committee may also impose such other restrictions and conditions on the Performance Shares, if any, as it deems appropriate. 
 (iii) Lapse of Restrictions. Subject to Section 8(d), restrictions upon Performance Shares awarded hereunder shall lapse and such Performance Shares shall become 

  

 15 








 
vested at such time or times and on such terms, conditions and satisfaction of performance and other objectives as the Committee may, in its discretion,
determine at the time an Award is granted. 
 (iv) Termination of Employment. The Agreement shall set forth the terms
and conditions of the Award of Performance Shares upon the termination of the Grantee’s employment with the Company, a Subsidiary or a Business Unit (including a Grantee’s ceasing to be employed by a Subsidiary or Business Unit as a result
of the sale of such Subsidiary or Business Unit or an interest in such Subsidiary or Business Unit) as the Committee may, in its discretion, determine at the time the Award is granted or thereafter. 
 (v) Treatment of Dividends. At the time the Award of Performance Shares is granted, the Committee may, in its discretion, determine
that the payment to the Grantee of dividends, or a specified portion thereof, declared or paid on Performance Shares issued by the Company to the Grantee shall be (i) deferred until the lapsing of the restrictions imposed upon such Performance
Shares and (ii) held by the Company for the account of the Grantee until such time. In the event of such deferral, the Committee may provide that interest shall be credited at the end of each year (or portion thereof) on the amount of the
account at the beginning of the year at a rate per annum as the Committee, in its discretion, may determine. Payments of deferred dividends, together with interest accrued thereon as aforesaid, shall be made upon the lapsing of restrictions imposed
on such Performance Shares, except that any dividends deferred (together with any interest accrued thereon) in respect of any Performance Shares shall be forfeited upon the forfeiture of such Performance Shares pursuant to Section 8(c)(iv) or
otherwise. 
 (vi) Delivery of Shares. Upon the lapse of the restrictions on Performance Shares awarded hereunder, the
Committee shall cause a stock certificate to be delivered to, or for the Shares to be credited to an account on behalf of, the Grantee with respect to such Shares, free of all restrictions hereunder. 
 (d) Effect of Change in Control. Unless the Agreement provides otherwise, in the event of a Change in Control: 
 (i) With respect to the Performance Units, the Grantee shall (i) become vested in a percentage of Performance Unit as determined by
the Committee at the time of the Award of such Performance Units and as set forth in the Agreement and (ii) be entitled to receive in respect of all Performance Units which become vested as a result of a Change in Control, a cash payment within
ten (10) days after such Change in Control equal to the product of the Adjusted Fair Market Value of a Share multiplied by the number of Performance Units which become vested in accordance with this Section 8(d); and 
 (ii) With respect to the Performance Shares, all restrictions shall lapse immediately on all or a portion of the Performance Shares as
determined by the Committee at the time of the Award of such Performance Shares and as set forth in the Agreement. 
  

 16 








 (e) Nontransferability. Unless the Agreement provides otherwise, no Performance Awards shall be
transferable by the Grantee otherwise than by will or the laws of descent and distribution. 
 (f) Definitions. For purposes of
Performance Awards, the following definitions shall apply: 
 (i) “Good Objective” means a challenging and above
average level of performance of the Company, a Subsidiary or a Business Unit during a Performance Cycle for which a performance Award is granted, as determined by the Committee at the time such Performance Award is granted. 
 (ii) “Maximum Realistic Objective” means an excellent level of performance of the Company, a Subsidiary or a Business Unit
during a Performance Cycle for which a Performance Award is granted, as determined by the Committee at the time such Performance Award is granted. 
 (iii) “Minimum Acceptable Objective” means a minimum level of performance of the Company, a Subsidiary or a Business Unit during a Performance Cycle for which a Performance Award is granted, as determined by
the Committee at the time such Performance Award is granted. 
  

	9.	Stock Appreciation Rights (SARs) 

 The Committee may
grant SARs pursuant to the Plan, which SARs shall be evidenced by an Agreement in such form as the Committee shall from time to time approve. SARs may be granted based upon the achievement of such Performance Measures (as listed on Appendix A) as
the Committee may determine and subject to such other terms and conditions as the Committee may specify. SARs shall comply with and be subject to the following terms and conditions: 
 (a) Exercise Price. The exercise price of any SAR granted under the Plan shall be determined by the Committee at the time of the grant of such
SAR, provided that the exercise price of a SAR shall not be less than the Fair Market Value of a Share on the date of grant. 
 (b)
Payment Upon Exercise. The exercise of a SAR with respect to any number of Shares shall entitle the Participant to a cash payment for each such Share or a number of whole Shares (any fractional Share will be paid in cash) of stock equal in
value to the excess of (i) the Fair Market Value of a Share on the exercise date over (ii) the exercise price of the SAR. All payments under this Section 9(b) shall be subject to tax withholding as provided in Section 17(b), and
shall be made as soon as practicable but in no event later than five business days, after the effective date of the exercise of the SAR. 
 (c) Duration. SARs granted hereunder shall be for such term as the Committee shall determine, provided that no SAR shall be exercisable after the expiration of ten (10) years from the date it is granted. The Committee may,
subsequent to the granting of any SAR, extend the term thereof, but in no event shall the term as so extended exceed the maximum term provided for in the preceding sentence. 
  

 17 








 (d) Non-Transferability. Unless the Committee otherwise provides for transferability in the
Agreement, no SAR granted hereunder shall be transferable by the Grantee, otherwise than by will or the laws of descent and distribution, and a SAR may be exercised during the lifetime of such Grantee only by the Grantee or his guardian or legal
representative. The terms of such SAR shall be final, binding and conclusive upon the beneficiaries, executors, administrators, heirs and successors of the Grantee. 
 (e) Vesting. Subject to Section 9(h) hereof, each SAR shall be exercisable in such installments (which need not be equal or the same for each Grantee) and at such times (which may include performance
requirements) as may be designated by the Committee and set forth in the Agreement. To the extent not exercised, installments shall accumulate and be exercisable, in whole or in part, at any time after becoming exercisable, but not later than the
date the SAR expires. The Committee may accelerate the exercisability of any SAR or portion thereof at any time. 
 (f) Method of
Exercise. The exercise of a SAR shall be made only by a written notice delivered in person or by mail to the Secretary of the Company at the Company’s principal executive office (or in such other manner and to such other person or address
as may be designated by the Committee), specifying the number of Shares with respect to which the SAR is being exercised and otherwise complying with such other rules as the Committee may establish. 
 (g) Termination of Employment. The Agreement shall set forth the terms and conditions of the SAR upon the termination of the Grantee’s
employment with the Company, a Subsidiary or a Business Unit (including a Grantee’s ceasing to be employed by a Subsidiary or Business Unit as a result of the sale of such Subsidiary or Business Unit or an interest in such Subsidiary or
Business Unit), as the Committee may, in its discretion, determine at the time the SAR is granted or thereafter, provided, however no SAR shall be exercisable beyond its maximum term as described in Section 9(c) hereof. 
 (h) Effect of Change in Control. Unless otherwise provided in the Agreement, in the event of a Change in Control, (i) all SARs outstanding on
the date of such Change in Control shall become immediately and fully exercisable and (ii) the Grantee will automatically receive a cash payment in the amount equal to the excess, if any, of the Fair Market Value, on the date of the Change in
Control, of the Shares subject to the SAR over (y) the aggregate exercise price of the Shares under the SAR. 
 (i) Modification.
Subject to the terms of the Plan, the Committee may, in its discretion, modify outstanding SARs. Notwithstanding the foregoing, (a) no modification of a SAR shall adversely alter or impair any rights or obligations under the Agreement without
the Grantee’s consent, and (b) without stockholder approval, the Committee shall not have authority (A) to accept the surrender of outstanding SARs when the Fair Market Value of a Share is less than the exercise price of the SARs and
grant new SARs or Awards in substitution for them, or (B) to reduce the exercise price of any outstanding SAR. 
  

 18 









	10.	Release of Financial Information 

 A copy of the
Company’s annual report to stockholders shall be delivered to each Optionee and Grantee at the time such report is distributed to the Company’s stockholders. Upon reasonable request the Company shall furnish as soon as reasonably
practicable, to each Optionee and Grantee a copy of its most recent annual report and each quarterly report and current report filed under the Exchange Act since the end of the Company’s prior fiscal year. 
  

	11.	Foreign Employees. 

 In order to facilitate the
making of any grant of Options or Awards under this Plan, the Committee may provide for such special terms for Options or Awards to Participants who are foreign nationals or who are employed by the Company or any Subsidiary outside of the United
States of America as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom, which special terms may be contained in an Appendix attached hereto. Moreover, the Committee may approve such
supplements to or amendments, restatements or alternative versions of this Plan as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and the Secretary or
other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as this Plan. No such special terms, supplements, amendments or restatements, however, shall include any provisions that
are inconsistent with the terms of this Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency without further approval by the shareholders of the Company. 
  

	12.	Termination and Amendment of the Plan 

 (a) The Plan
shall terminate on ______________, 2017, and no Option or Award may be granted thereafter. The Board may sooner terminate or amend the Plan (other than to reduce the rights of Optionees and Grantees, as the case may be, under Sections 6(h),
7(a)(iii) and 8(d)), at any time and from time to time; provided, however, that to the extent required by the rules of the exchange on which the Shares are listed or applicable law, no amendment shall be effective unless approved by the
stockholders of the Company at an annual or special meeting. 
 (b) Except as provided in Section 4(d) hereof, rights and obligations
under any Option or Award granted before any amendment of the Plan shall not be adversely altered or impaired by such amendment, except with the consent of the Optionee or Grantee, as the case may be. 
  

	13.	Nonexclusivity of the Plan 

 The adoption of the
Plan by the Board shall not be construed as amending, modifying or rescinding any previously approved incentive arrangement or as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable,
including, without limitation, the granting of stock options otherwise than under the Plan, to the extent permitted by the rules of the exchange on which the Shares are listed or applicable law, and such arrangements may be either applicable
generally or only in specific cases. 
  

 19 









	14.	Limitation of Liability 

 As illustrative of the
limitations of liability of the Company, but not intended to be exhaustive thereof, nothing in the Plan shall be construed to: 
 (a) give
any person any right to be granted an Option or Award other than at the sole discretion of the Committee; 
 (b) give any person any rights
whatsoever with respect to Shares except as specifically provided in the Plan; 
 (c) limit in any way the right of the Company to terminate
the employment of any person at any time (with or without Cause); or 
 (d) be evidence of any agreement or understanding, expressed or
implied, that the Company will employ any person in any particular position at any particular rate of compensation or for any particular period of time. 
  

	15.	Securities Law Regulation and Other Approvals; Governing Law 

 (a) This Plan and the rights of all persons claiming hereunder shall be construed and determined in accordance with the laws of the State of Delaware without giving effect to the conflicts of laws principles thereof,
except to the extent that such law is preempted by federal law. 
 (b) The obligation of the Company to sell or deliver Shares with respect
to Options and Awards granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be
deemed necessary or appropriate by the Committee. 
 (c) The Plan is intended to comply with Rule 16b-3 promulgated under the Exchange
Act and the Committee shall interpret and administer the provisions of the Plan or any Agreement in a manner consistent therewith. Any provisions inconsistent with such Rule shall be inoperative and shall not affect the validity of the Plan.

 (d) The Board may make such changes as may be necessary or appropriate to comply with the rules and regulations of any government
authority, or to obtain for Eligible Employees granted Incentive Stock Options the tax benefits under the applicable provisions of the code and regulations promulgated thereunder. 
 (e) Each Option and Award is subject to the requirement that, if at any time the Committee determines, in its discretion, that the listing, registration
or qualification of Shares issuable pursuant to the Plan is required by any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in
connection with, the grant of an Option or Award or the issuance of Shares, no Options or Awards shall be granted or payment made or Shares issued, in whole or in part, unless such listing, registration, qualification, consent or approval has been
effected or obtained free of any conditions as acceptable to the Committee. 
  

 20 








 (f) Notwithstanding anything contained in the Plan to the contrary, in the event that the disposition of
Shares acquired pursuant to the Plan is not covered by a then current registration statement under the Securities Act of 1933, as amended, and is not otherwise exempt from such registration, such Shares shall be restricted against transfer to the
extent required by the Securities Act of 1933, as amended, and Rule 144 or other regulations thereunder. The Committee may require any individual receiving Shares pursuant to the Plan, as a condition precedent to receipt of such Shares
(including upon exercise of an Option), to represent and warrant to the Company in writing that the Shares acquired by such individual are acquired without a view to any distribution thereof and will not be sold or transferred other than pursuant to
an effective registration thereof under said Act or pursuant to an exemption applicable under the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder. The certificates evidencing any of such Shares shall be
appropriately legended to reflect their status as restricted securities as aforesaid. 
 (g) In the event that changes are made to Code
Section 162(m) to permit greater flexibility with respect to any Award or Option under the Plan, the Committee may, subject to this Section 15, make any adjustments it deems appropriate in such Award or Option. 
  

	16.	Miscellaneous 

 (a) Multiple Agreements. The
terms of each Option or Award may differ from other Options or Awards granted under the Plan at the same time, or at some other time. The Committee may also grant more than one Option or Award to a given Eligible Employee during the term of the
Plan, either in addition to, or, subject to the provisions of the Plan, in substitution for, one or more Options or Awards previously granted to that Eligible Employee. The grant of multiple Options and/or Awards may be evidenced by a single
Agreement or multiple Agreements, as determined by the Committee. 
 (b) Withholding of Taxes. 
 (i) The Company shall have the right to deduct from any distribution of cash to any Optionee or Grantee, an amount equal to the federal,
state and local income taxes and other amounts as may be required by law to be withheld (the “Withholding Taxes”) with respect to any Option or Award. If an Optionee or Grantee is entitled to receive Shares upon exercise of an Option or
pursuant to an Award, the Optionee or Grantee shall pay the Withholding Taxes to the Company prior to the issuance, or release from escrow, of such Shares. In satisfaction of the Withholding Taxes to the Company, the Optionee or Grantee may make an
irrevocable written election (the “Tax Election”), to have withheld a portion of the Shares issuable to him or her upon exercise of the Option or pursuant to an Award having an aggregate Fair Market Value equal to the Withholding Taxes.

 (ii) If an Optionee makes a disposition, within the meaning of Section 424(c) of the Code and regulations promulgated
thereunder, of any Share or Shares issued to him pursuant to his exercise of an Incentive Stock Option within the two-year period commencing on the day after the date of the grant or within the one-year period commencing on the day after the date of
transfer of such Share or Shares to the Optionee pursuant to such exercise, the Optionee shall, within ten (10) days of such disposition, notify the Company thereof, by delivery of written notice to the Company at its principal executive
office, and immediately deliver to the Company the amount of Withholding Taxes. 
  

 21 








 (c) Designation of Beneficiary. To the extent applicable to the type of Award, each Grantee (other
than an Optionee) may designate a person or persons to receive in the event of his or her death, any Award or any amount payable pursuant thereto, to which he or she would then be entitled under the terms of the Plan. Such designation will be made
upon forms supplied by and delivered to the Company and may be revoked in writing. 
 (d) Deferral. The Committee may permit a
Participant to defer to another plan or program such Participant’s receipt of Shares or cash that would otherwise be due to such Participant by virtue of the exercise of an Option or SAR, the vesting of Restricted Stock or RSUs or the earning
of Performance Awards. If any such deferral election is required or permitted, the Committee shall, in its sole discretion, establish rules and procedures for such payment deferrals. 
 (e) Compliance With Section 409A. The Plan shall at all times be operated and administered in accordance with the requirements of Code
Section 409A and the regulations and rulings thereunder (“Section 409A”). The Plan may be amended or may be interpreted by the Committee as it deems necessary or appropriate for Options or Awards to comply with Section 409A and
to avoid a plan failure under Section 409A. 
  

	17.	Effective Date 

 This Plan shall be effective
__________________, 2007. 
  

 22 








 APPENDIX A 
 to 
 ZEP INC. 
 LONG-TERM INCENTIVE PLAN 
  

			
	 Performance Measure
	  	 General Definition

	AATP Margin	  	AATP divided by Sales
		
	Adjusted After-Tax Profit (AATP)	  	APTP minus book income taxes (reported tax rate applied to APTP). The measure may include or exclude income from discontinued operations, extraordinary items, changes in accounting principles,
and restructuring expense
		
	Adjusted EBIT	  	EBIT excluding gain on asset sales
		
	Adjusted Pre-Tax Profit (APTP)	  	Income before provision for income taxes plus interest expense plus implied interest on capitalized operating leases. The measure may include or exclude income from discontinued operations,
extraordinary items, changes in accounting principles, and restructuring expense
		
	Capitalized Economic Profit	  	Economic Profit divided by a predetermined rate reflecting the cost of capital
		
	Capitalized Entity Value	  	Sum of average invested capital in the business and the Capitalized Economic Profit
		
	Capitalized Equity Value	  	Capitalized Entity Value minus total debt
		
	Cashflow	  	Net cash provided by operating activities less net cash used for investing activities
		
	Cashflow Return on Capital	  	Cashflow divided by average invested capital
		
	Cashflow Return on Capitalized Entity/Equity Value	  	Cashflow divided by Capitalized Entity/Equity Value
		
	Cashflow Return on Investment	  	The amount comprised of net income plus depreciation and amortization minus working capital expenditures, divided by the amount comprised of gross fixed assets plus net working capital excluding
cash and debt
		
	Change in Capital	  	Capital expenditures plus/minus change in operating working capital plus net proceeds from asset sales
		
	Change in Operating Working Capital	  	GAAP cash flow of accounts receivable (including allowance for doubtful accounts), inventory, and accounts payable
		
	Change in Price of Shares	  	Percentage increase in per-share price. This measure may be adjusted for Change in Capitalization (as defined in the Plan).
		
	Change in Working Capital	  	Increase or decrease in working capital









			
	 Performance Measure
	  	 General Definition

	Debt	  	Third-party debt recorded on the balance sheet. The measure may include or exclude lease obligations, accounts payable, and current or long-term accrued liabilities
		
	Debt Reduction	  	Decrease in total debt from one period to another
		
	Earnings Before Interest and Taxes (EBIT)	  	Earnings minus interest and taxes. The measure may include or exclude income from discontinued operations, extraordinary items, changes in accounting principles, and restructuring
expense
		
	Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA)	  	Earnings minus interest, taxes, depreciation, and amortization. The measure may include or exclude income from discontinued operations, extraordinary items, changes in accounting principles, and
restructuring expense
		
	Earnings Per Share	  	Primary or fully diluted earnings per share. The measure may include or exclude income from discontinued operations, extraordinary items, changes in accounting principles, and restructuring
expense
		
	Economic Profit	  	AATP minus a charge for capital
		
	Net Income	  	Net income as reported in Zep Inc.’s annual financial statements or the books and records of its segments. The measure may include or exclude income from discontinued operations,
extraordinary items, changes in accounting principles, and restructuring expense
		
	Net Income Return on Capital	  	Net Income divided by average invested capital
		
	Operating Working Capital	  	Net accounts receivable plus inventory minus accounts payable
		
	Return on Assets (ROA)	  	Net Income divided by average total assets
		
	Return on Equity (ROE)	  	Net Income divided by average stockholders’ equity
		
	Return on Gross Investment	  	Sum of Net Income plus depreciation divided by sum of average invested capital plus accumulated depreciation
		
	Return on Invested Capital	  	Net Income or AATP divided by average invested capital
		
	Return on Net Assets (RONA)	  	Net Income, APTP, or income before taxes, divided by average net assets
		
	Sales	  	Net sales of products and service revenues
		
	Sales Growth	  	Percentage change in Sales from year to year
		
	Total Return to Stockholders	  	Percentage change in stockholder value (stock price plus reinvested dividends)
		
	Working Capital	  	Current assets minus current liabilities