ZEP INC. NONEMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN

Exhibit 10.5

ZEP INC.

NONEMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN

(Effective as of October 31, 2007)

The Zep Inc. Nonemployee Director Deferred Compensation Plan (the “Plan”) is intended to increase the alignment of the interests of eligible members of the Board with the interests of stockholders of Zep Inc. (the “Corporation”) by increasing their incentive to contribute to the success of the Corporation’s business through a mandatory deferral of a portion of the Eligible Director’s Annual Fee into Deferred Stock Units and permitting Eligible Directors to elect to defer the remainder of their fees for investment in an interest bearing account or in Deferred Stock Units, on the terms and conditions set forth herein.

The Plan is effective as of October 31, 2007, and is established in connection with the spin-off of the Corporation by Acuity Brands, Inc.

2.1 “Account” shall mean the records maintained by the Committee (or its designee) to determine the Eligible Director’s deferrals, including any mandatory deferrals. Such Account may be reflected as entry in the Corporation’s records, or as a separate account under a trust or as a combination of both. Each Eligible Director’s Account may consist of several subaccounts: a Deferral Subaccount to reflect the Eligible Director’s deferrals, a Mandatory Deferral Subaccount to reflect mandatory deferrals of the Eligible Director’s fees and a subaccount to reflect any grants of Deferred Stock Units. The Committee may establish such additional subaccounts as it deems necessary for the proper administration of the Plan.

2.2 “Acuity Brands” shall mean Acuity Brands, Inc., a Delaware corporation.

2.3 “Acuity Brands Deferred Stock Units” means the deferred stock units representing shares of Acuity Brands common stock credited to an Eligible Director under the Prior Plan which are transferred to this Plan.

2.4 “Annual Fee” shall mean the annual fee payable, in cash or under this Plan, to an Eligible Director for service on the Board. The Annual Fee may include the fees for a specified number of Board and/or Committee meetings.

2.5 “Board” shall mean the Board of Directors of the Corporation.

2.6 “Board Meeting Fee” shall mean the fee, if any, payable in cash or under this Plan to an Eligible Director for attendance at any meeting of the Board.

2.7 “Chairman Fee” shall mean the fee, if any, payable in cash or under this Plan to an Eligible Director for service as the Chairman of a committee of the Board.

2.8 “Change in Capitalization” shall mean 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 Corporation, 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.

2.9 “Change of Control” shall mean:

(a) The acquisition (other than from the Corporation) by any “Person” (as the term person 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 Corporation’s then outstanding voting securities; or

(b) The individuals who, as of the Effective Date, 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 Corporation’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 Plan, be considered as a member of the Incumbent Board; or

(c) Consummation of a merger or consolidation involving the Corporation if the stockholders of the Corporation, 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 Corporation outstanding immediately before such merger or consolidation; or

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

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur pursuant to paragraph (i) solely because twenty percent (20%) or more of the combined voting power of the Corporation’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 Corporation 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 Corporation in the same proportion as their ownership of stock in the Corporation immediately prior to such acquisition.

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2.10 “Committee” shall mean the Compensation Committee of the Board or such other committee as may be designated by the Board. In the absence of the appointment of a Committee, the Board shall serve as the Committee.

2.11 “Committee Meeting Fee” shall mean the fee, if any, payable in cash or under this Plan to an Eligible Director for attendance at any meeting of a committee of the Board.

2.12 “Corporation” shall mean Zep Inc., a Delaware corporation.

2.13 “Deferral Subaccount” shall mean the subaccount maintained to reflect the Eligible Director’s elective deferral of fees and any earnings thereon.

2.14 “Deferred Stock Units” shall mean the units equivalent to one Share and which are credited pursuant to Article V hereof.

2.15 “Effective Date” shall mean October 31, 2007.

2.16 “Eligible Director” shall mean each member of the Board who is not at the time of reference an employee of the Corporation or any Subsidiary.

2.17 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

2.18 “Fair Market Value” shall mean 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, and (B) if the Shares are not listed on any securities exchange, but nevertheless are 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 Shares are traded on more than one securities exchange then the largest U.S. exchange on which the Shares are traded shall be referenced to determine Fair Market Value.

2.19 “Investment Fund” shall mean an interest bearing fund providing a ra