Exhibit 10.1
AMENDMENT TO
EMPLOYMENT LETTER
AGREEMENT
THIS AMENDMENT TO EMPLOYMENT LETTER
AGREEMENT (“Amendment”) is made and entered into as of
13th day of October, 2009, by and between Acuity Specialty
Products, Inc. and its parent, Zep Inc. (collectively, the
“Company”), and John K. Morgan
(“Executive”).
WHEREAS, Acuity Brands, Inc. and
Executive previously entered into that certain Amended and Restated
Letter Agreement, dated as of July 23, 2007 (“Employment
Agreement”); and
WHEREAS, effective on or about
October 31, 2007, the Company became the successor to Acuity
Brands, Inc. and assumed the Employment Agreement; and
WHEREAS, the parties now wish to
amend the Employment Agreement in certain respects as set forth
herein.
NOW, THEREFORE, the Employment
Agreement is hereby amended as follows:
1. Succession of the Company
under the Employment Agreement . Effective as of
October 31, 2007, Zep Inc. (“Zep”), then a
wholly-owned subsidiary of Acuity Brands, Inc., was spun-off in a
transaction pursuant to which Acuity Brands, Inc. distributed to
its stockholders, all of the outstanding shares of the common stock
of Zep. In connection with this spin-off, Acuity Specialty
Products, Inc., a wholly-owned subsidiary of Zep (“Acuity
Specialty Products”), became Executive’s employer, and
the Company succeeded to all of the rights and obligations of
Acuity Brands, Inc. under, and assumed, the Employment
Agreement.
2. Provisions Relating to
Healthcare Coverage . The Employment Agreement is hereby
amended by adding the following language as a new
Section 4.16, and by renumbering the current Section 4.16
as 4.17:
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“4.16
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Healthcare Coverage
. Effective as of September 1, 2009,
Executive will no longer participate in the Company’s group
health plan(s), and Executive will maintain for himself and his
immediate family members an individual healthcare policy. Such
policy will be owned and maintained by Executive, and the Company
will have no obligation with respect to the design or maintenance
of such policy. In an effort to assist Executive with regard to
such policy, the Company agrees to increase Executive’s
annual base salary by an amount equal to a percentage of the
Company’s health care benefit equivalent premium comparable
to the amount of the subsidy provided by the Company to other
executives of the Company for “employee + spouse”
coverage under the Company’s “basic” group health
plan option. The amount of such increase to Executive’s base
salary will
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be reviewed and adjusted
appropriately on an annual basis contemporaneously with
Executive’s annual performance and compensation
review.”
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3. Supplemental Retirement
Benefit . Section 4.9 of the Employment Ag
