Exhibit 10(e)
THIRD AMENDED AND
RESTATED
WD-40
COMPANY
1999
NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK PLAN
The WD-40 Company 1999 Non-Employee
Director Restricted Stock Plan (the “Plan”) is amended
and restated as of this 28th day of October, 2003 by the Board of
Directors of WD-40 COMPANY, a Delaware corporation, (the
“Company”).
1. ESTABLISHMENT AND
PURPOSE
The purpose of the Plan is to
authorize the issuance of shares of the Company’s common
stock to Directors who are not full time employees of the Company.
The Board of Directors has determined that it will be in the best
interest of the Company and its shareholders for all Directors to
maintain a minimum level of share ownership.
2. AMOUNT OF STOCK
The total number of shares of the
Company’s common stock that may be issued pursuant to the
Plan shall not exceed 50,000 shares. In the event that there are
not a sufficient number of authorized but unissued shares available
pursuant to the Company’s Certificate of Incorporation to
cover the number shares called for by this Plan for any year as
well as for any outstanding stock option plan or other plan
authorizing the future issuance of a specific number of shares,
this Plan shall be suspended until a sufficient number of shares
are duly authorized.
3. ADMINISTRATION
The Plan shall be administered by
the Board of Directors. Subject to the express terms and conditions
of the Plan, the Board of Directors 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, for its administration.
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4. ISSUANCE OF RESTRICTED
SHARES
(a) Issuance of Restricted
Shares . As soon as practicable following the first business
day of March of each year, the Company shall, in lieu of the
payment of $5,500 of annual Director compensation, issue restricted
shares of the Company’s common stock to each non-employee
Director who does not then own shares having an aggregate fair
market value of at least $50,000. The number of shares to be issued
shall be determined as set forth in paragraph 4(c) below. Share
ownership for purposes of the Plan shall include all shares in
which the Director has a direct or indirect pecuniary interest as
defined under regulations promulgated pursuant to Section 16
of the Securities Exchange Act of 1934, but pecuniary interest
shall not be established by attribution to family member ownership
interest.
(b) Elective Issuance of
Restricted Shares . Any Director may elect, by written letter
delivered to the President as soon as practicable after the
regularly scheduled meeting of the Board of Directors in September,
but not later than November 30 of such year, to receive
restricted shares of the Company’s common stock in lieu of
all or the balance of such Director’s annual compensation, in
increments of $5,500, excluding such compensation as may be payable
for participation at or chairing of committee meetings and
excluding any additional compensation payable to the Chairman of
the Board. Any such election shall be subject to the formal
election of such Director at the next following Annual Meeting of
Stockholders. The number of shares to be issued shall be determined
as set forth in paragraph 4(c) below.
(c) Calculation of Shares to be
Issued . The number of restricted shares of the Company’s
common stock to be issued pursuant to the provisions of
subparagraphs 4(a), 4(b) or 4(f) hereof shall be calculated by
dividing the amount of compensation for which the shares are to be
issued by an amount equal to ninety percent (90%) of the
closing price of the Company’s shares on the first business
day of March. Such resulting
