0001193125-10-252308 Sample Contracts

ZEP INC. RESTRICTED STOCK AWARD AGREEMENT FOR NONEMPLOYEE DIRECTORS
Restricted Stock Award Agreement • November 8th, 2010 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware

THIS AGREEMENT, made and entered into as of October 5, 2010 by and between Zep Inc., a Delaware corporation, (the “Company”) and Earnest W. Deavenport, Jr. (“Grantee”).

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Zep Inc. Incentive Stock Option Agreement For Executive Employees
Incentive Stock Option Agreement • November 8th, 2010 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Georgia

WHEREAS, the Company has adopted the Zep Inc. 2010 Omnibus Incentive Plan (the “Plan”) in order to provide additional incentive to certain officers and key employees of the Company and its Subsidiaries; and

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Zep Inc. Non-Qualified Stock Option Agreement For Executive Employees
Non-Qualified Stock Option Agreement • November 8th, 2010 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Georgia

WHEREAS, the Company has adopted the Zep Inc. 2010 Omnibus Incentive Plan (the “Plan”) in order to provide additional incentive to certain officers and key employees of the Company and its Subsidiaries; and

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Zep Inc. Restricted Stock Award Agreement
Restricted Stock Award Agreement • November 8th, 2010 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Georgia

WHEREAS, the Company maintains the Zep Inc. 2010 Omnibus Incentive Plan (the “Plan”), and Grantee has been selected by the Committee to receive a Restricted Stock Award under the Plan;

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Zep Inc. Performance Stock Award Agreement
Performance Stock Award Agreement • November 8th, 2010 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations • Delaware

WHEREAS, the Company maintains the Zep Inc. 2010 Omnibus Incentive Plan (the “Plan”), and Grantee has been selected by the Committee to receive a Performance Stock Award under the Plan;

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AMENDMENT TO CHANGE IN CONTROL AGREEMENT AND SEVERANCE AGREEMENT
Change in Control Agreement • November 8th, 2010 • Zep Inc. • Specialty cleaning, polishing and sanitation preparations

THIS AMENDMENT TO CHANGE IN CONTROL AGREEMENT AND SEVERANCE AGREEMENT (the “Amendment”) is made and entered into as of the day of , 2010, by and between Zep Inc. (the “Company”), and (“Executive”).

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