Exhibit 10(c)
FOURTH AMENDED AND
RESTATED
WD-40
COMPANY
1990
INCENTIVE STOCK OPTION
PLAN
Pursuant to the authority granted to
the Board of Directors of WD-40 COMPANY under Paragraph 8 of the
WD-40 COMPANY 1990 INCENTIVE STOCK OPTION PLAN adopted by the Board
of Directors on March 28, 1990, as last restated on
September 26, 2000 and approved by the Company’s
stockholders on December 12, 2000, said Plan is hereby amended
and restated in its entirety to increase the number of shares
authorized for issuance under the Plan, to allow immediate vesting
of options granted under the Plan and to extend the termination
date of the Plan to December 31, 2010.
This Fourth Amended and Restated
Plan shall be effective upon its approval by the stockholders of
the Company within twelve (12) months of its adoption by the
Company’s Board of Directors.
1. ESTABLISHMENT AND
PURPOSE
The purpose of the Plan is to
provide a means whereby Directors and salaried or key employees of
WD-40 COMPANY, a California corporation (the “Company”)
or of its subsidiaries (the “Subsidiaries”) may be
given an opportunity to purchase common stock of the Company under
options which will be non-qualified or qualify as “incentive
stock options” under Section 422 of the Internal Revenue
Code. Subsidiaries, for this purpose, shall include corporations
defined as a subsidiary corporation under Section 424 of the
Internal Revenue Code.
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2. AMOUNT OF STOCK
(a) Options designated as
“non-qualified stock options” or “incentive stock
options” may be granted from time to time to directors and
employees of the Company or Subsidiaries to purchase an aggregate
of not more than 4,480,000 shares of the Company’s authorized
but unissued $.001 par value common stock. If an option is
surrendered or for any other reason ceases to be exercisable in
whole or in part, the shares which were subject to such option but
as to which the option had not been exercised shall continue to be
available under the Plan.
(b) The number of shares available
under the Plan shall be increased to the extent of any shares
tendered in lieu of cash upon exercise of an option granted under
the Plan, whether such shares are actually canceled or are retained
upon issuance of an appropriate net number of new shares, the
effect on the issuance of additional shares being the
same.
(c) The aggregate fair market value
(determined at the time an option is granted) of the stock for
which incentive stock options first become exercisable by any
person in any calendar year (under all such plans of the Company or
of its parent or Subsidiaries) shall not exceed
$100,000.
(d) Except as provided in Paragraph
4 of this Plan, no incentive stock option shall be granted to any
person who, immediately before such option is granted, owns (as
defined in Section 424 of the Internal Revenue Code) stock
possessing more than 10% of the total combined voting power or
value of all classes of stock of the Company or of its parent or
Subsidiaries.
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3. ADMINISTRATION
(a) The Plan shall be administered
by the Board of Directors or a Stock Option Committee (the
“Committee”) of the Board of Directors of the Company.
The Committee shall consist of two or more directors who are
“Non-Employee Directors” as defined in regulation
Section 240.16b-3 promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934. Subject to
the express terms and conditions of the Plan, the Board of
Directors or the Committee shall have full power to construe and
interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to it, and to make all other determinations
necessary or advisable, in the sole discretion of the Board of
Directors or the Committee, for its administration.
(b) The Board of Directors or the
Committee may from time to time determine which Directors and
employees of the Company or Subsidiaries shall be granted
non-qualified or incentive stock options under this Plan, and the
number of shares for which an option or options shall be granted to
each of them. Options granted to outside directors shall be
approved by a vote of the full Board of Directors.
4. TERMS AND CONDITIONS OF
OPTIONS
Each option shall be evidenced by a
Stock Option Agreement executed by the Company and the person to
whom such option is granted. Each Agreement shall specify whether
the option is a non-qualified or incentive stock option. The
Agreements shall be subject to the following terms and
conditions:
(a) Option Price . Except as
provided in subparagraph (c), the option price shall be fixed by
the Board of Directors or the Committee and shall be a price at
least equal to 100% of the fair market value of the stock on the
day the option is granted; fair market value may be taken as the
previous day’s closing price or the mean between the opening
bid and asked price of the stock in the over-the-counter market, as
may be appropriate.
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(b) Option Period . Except as
provided in subparagraph (c), each option granted under the Plan
shall expire on a date determined by the Board of Directors or the
Committee, but, for incentive stock options, not later than ten
years from the date the option is granted.
(c) Incentive Stock Options
Granted to 10% Stockholder
