Exhibit 10(iii)A(5)
AMENDMENT NO. 1
TO THE
ZEP INC. SUPPLEMENTAL DEFERRED
SAVINGS PLAN
THIS AMENDMENT is made and executed
by Zep Inc. (the “Company”) on this 7th day of October,
2009, to be effective as set forth herein.
WHEREAS, the Company adopted and
maintains the Zep Inc. Supplemental Deferred Savings Plan,
effective as of October 31, 2007 (the “Plan”);
and
WHEREAS, the Company desires to
amend the Plan in certain respects as set forth herein;
and
WHEREAS, Section 8.1 of the
Plan authorizes the Company (or its designee) to amend the
Plan.
NOW, THEREFORE, the Plan is hereby
amended in the following respects, such amendments to be effective
as of January 1, 2010, except as otherwise expressly set forth
herein:
1.
Definitions . Article II of the Plan is hereby amended by
adding the following definitions in alphabetical order, and by
renumbering the remaining definitions in such Article
accordingly:
“Cash Fund” means a
deemed investment alternative used for measuring earnings on
amounts credited to Participants’ Accounts. Amounts deemed to
be invested in the Cash Fund shall be credited with interest at the
Prime Rate.
“Committee” means the
Compensation Committee of the Board of Directors of the
Company.
“Stock Fund” means a
deemed investment alternative used for measuring earnings (or
losses) on amounts credited to Participants’ Accounts.
Amounts deemed to be invested in the Stock Fund shall be credited
with earnings (or losses) as if they were invested in Shares,
including dividend equivalents to the extent determined by the Plan
Administrator from time to time.”
2.
Eligibility to Participate . Section 3.1 of the Plan is
hereby amended by deleting such section in its entirety and
replacing it with the following language:
“ Eligibility to
Participate . Prior to the beginning of each Plan Year, the
Chief Executive Officer of the Company (or his designee) shall
specify the Executives who are eligible to make deferral elections
under the Plan for the following Plan Year (the “Eligible
Executives”) and assign said Eligible Executives to any of
four (4) classifications of eligible Participants for such
Plan Year (referred to herein as “Class I
Participants”, “Class II Participants”,
“Class III Participants”, and “Class IV
Participants”), as well as establish the particular
eligibility criteria
for each such classification. Such
eligibility criteria may be based on officer status, reporting (or
other) responsibilities, minimum compensation levels, or such other
criteria as the Chief Executive Officer (or his designee) deems to
be appropriate. If an Eligible Executive elects to participate in
this Plan, be referred to as a “Participant.” Each such
class of Eligible Executives shall have the same rights with
respect to the deferral of compensation under Section 3.2;
however, rights with respect to matching and supplemental
contributions under Section 4.1 shall vary between the classes
of Participants pursuant to the provisions of such
section.”
3.
Employer Contribution Credits . Paragraphs 4.1(a) and
(b) are hereby deleted in their entirety and replaced with the
following language:
“(a)
Matching Subaccount . The Company shall establish a Matching
Subaccount for each Participant who is eligible to receive a
matching contribution hereunder. Matching contributions shall be
credited on an annual basis and shall automatically be credited to
the Participant’s Retirement Account. In order to be eligible
to receive a matching contribution, an eligible Participant must:
(i) be employed with the Company on the last day of the Plan
Year to which the matching contribution relates; and (ii) have
made deferrals throughout such Plan Year (or the portion of the
Plan Year during which the Participant was eligible to participate)
equal to a minimum of 1% of his/her base salary. Subject to the
foregoing conditions, matching contributions shall be made to the
respective cla
