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Exhibit
10.7
ZEP INC.
MANAGEMENT COMPENSATION
AND INCENTIVE PLAN
Effective as of
October 31, 2007
| 1. |
Establishment and Effective Date of Plan |
Zep Inc. (the
“Corporation”) hereby adopts the Zep Inc. Management
Compensation and Incentive Plan (the “Plan”) for its
executive officers and certain other executives of the Corporation,
its Subsidiaries and Business Units who are in management positions
designated as eligible for participation by the Compensation
Committee of the Board of Directors of the Corporation or such
other committee appointed by the Board (the
“Committee”) or its designee. The Plan shall be
effective on October 31, 2007 and shall remain in effect,
subject to the rights of amendment and termination in
Section 13, until the Incentive Awards are paid for the
Corporation’s fiscal year ending in 2013. Payments under the
Plan shall only be made to Named Executive Officers after the Plan
is approved by the stockholder(s) of the Corporation.
The purpose of the Plan is to
further the growth and financial success of the Corporation by
offering performance incentives to designated executives who have
significant responsibility for such success.
(a) “ Base Annual
Salary ” means the actual base salary paid to a
Participant during the applicable Plan Year, increased by the
amount of any pre-tax deferrals or other pre-tax payments made by
the Participant to the Corporation’s deferred compensation or
welfare plans (whether qualified or non-qualified).
(b) “ Board of
Directors ” means the Board of Directors of the
Corporation.
(c) “ Business
Unit ” means a separate business operating unit of the
Corporation with respect to which separate performance goals are
established hereunder.
(d) “ Change in
Control ” means any of the following events:
(i) 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
Securities Exchange Act of 1934, as amended (the “1934
Act”)] of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the 1934 Act) of twenty percent
(20%) or more of the combined voting power of the
Corporation’s then outstanding voting securities;
or
(ii) The individuals who, as
of October 31, 2007, are members of the Board of Directors
(the “Incumbent Board”), cease for any reason to
constitute at least two-thirds of the Board of Directors; 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
(iii) 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
(iv) Consummation of a
complete liquidation or dissolution of the Corporation or an
agreement for 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 subsection (i) above, 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.
(e) “ Chief
Executive Officer ” means the chief executive officer of
the Corporation, unless otherwise specified.
(f) “ Code
” means the Internal Revenue Code of 1986, as
amended.
(g) “ Committee
” means the Compensation Committee of the Board of Directors
or any other committee designated by the Board of Directors which
is responsible for administering the Plan.
(h) “
Corporation ” means Zep Inc. and its
successors.
(i) “ Incentive
Award ” or “ Award ” means the bonus
awarded to a Participant under the terms of the Plan.
(j) “ Maximum
Award ” means the maximum percentage of Base Annual
Salary which may be paid based upon the Relative Performance during
the Plan Year.
(k) “ Named
Executive Officer ” means a Participant who as of the
date of payment of an Incentive Award is one of the group of
“covered employees” under Code Section 162(m) and
the regulations and rulings thereunder.
(l) “
Participant ” means an employee of the Corporation, a
Subsidiary or a Business Unit who is designated by the Committee to
participate in the Plan.
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(m) “ Performance
Measure ” means the performance measures described on
Appendix A attached hereto, as they may be amended from time
to time.
(n) “ Personal
Performance Goals ” means the goals established for each
Participant each year to improve the effectiveness of the
Participant’s area of responsibility as well as the
Corporation as a whole.
(o) “ Plan Rules
” means the guidelines established annually by the Committee
pursuant to Section 4, subject to ratification by the Board of
Directors.
(p) “ Plan Year
” means the twelve month period which is the same as the
Corporation’s fiscal year. The initial Plan Year shall be
October 31, 2007 through August 31, 2008. Thereafter, the
Plan Year shall be September 1 through the next following
August 31.
(q) “ Relative
Performance ” means the extent to which the Corporation,
designated Business Unit or Subsidiary, as applicable, achieves the
performance measurement criteria set forth in the Plan
Rules.
(r) “ Subsidiary
” means any corporation in an unbroken chain of corporations,
beginning with the Corporation, if each of the corporations other
than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such
chain.
(s) “ Target
Award ” means the percentage (which may vary among
Participants and from Plan Year to Plan Year) of Base Annual Salary
which will be paid to a Participant as an Incentive Award if the
performance measurement criteria applicable to the Participant for
the Plan Year is achieved, as reflected in the Plan Rules for such
Plan Year.
(t) “ Threshold
Award ” means the percentage of Base Annual Salary which
may be paid based on the minimum acceptable Relative Performance
during the Plan Year.
| 4. |
Administration of the Plan |
The Plan will be administered
by the Committee, subject to its right to delegate responsibility
for administration of the Plan as it applies to Participants other
than Named Executive Officers pursuant to Section 7. The
Committee will have authority to establish Plan Rules with respect
to the following matters, subject to the right of the Board of
Directors to ratify such Plan Rules:
(a) the employees who are to
become Participants in the Plan;
(b) the Target Award, Maximum
Award and Threshold Award that can be granted to each Participant
and the method for determining such award, which the Committee may
amend from time to time;
(c) the performance targets
and the measurement criteria to be used in determining the
Corporation’s or a Business Unit’s or a
Subsidiary’s Relative Performance, which will
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include one or more of the Performance
Measures listed on Appendix A attached hereto, as determined
by the Committee each year; and
(d) the time or times and the
conditions subject to which any Incentive Award may become
payable.
The Plan Rules will be
adopted by the Committee prior to, or as soon as practical after,
the commencement of each Plan Year. Subject to the provisions of
the Plan and the Committee’s right to delegate its
responsibilities, the Committee will also have the discretionary
authority to interpret the Plan, to prescribe, amend and rescind
rules and regulations relating to it, and to make all other
determinations deemed necessary or advisable in administering the
Plan. The determinations of the Committee on the matters referred
to in paragraphs (a) through (d) of this Section 4
shall be submitted at least annually to the Board of Directors for
its consideration and ratification. For Participants who are not
Named Executive Officers, the Committee may in its discretion
(i) establish performance measures and criteria not listed on
Appendix A without obtaining shareholder approval; and
(ii) during a Plan Year revise the performance targets and
measurement criteria to the extent the Committee deems necessary to
achieve the purposes of the Plan to reflect any changed or
unexpected or unusual circumstances.
Eligibil
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