INDEMNITY AGREEMENT

Exhibit 10(d)

[INDEMNITEE’S NAME]

APPENDIX D

INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (“AGREEMENT”), effective as of                              , 1999, is entered into by and between WD-40 COMPANY, a Delaware corporation (the “CORPORATION”), and [INDEMNITEE’S NAME] (the “INDEMNITEE”).

W I T N E S S E T H:

WHEREAS, Indemnitee is a member of the board of directors of the Corporation or a subsidiary of the Corporation (the “BOARD OF DIRECTORS”) or is an officer of the Corporation or a subsidiary of the Corporation, and in such capacity is performing a valuable service for the Corporation; and

WHEREAS, competent persons have become reluctant to serve corporations as directors, officers or in other capacities unless they are provided with protection from the risk of personal claims and actions against them arising out of their service to and activities on behalf of such corporations; and

WHEREAS, the Corporation has provided in the Certificate of Incorporation of the Corporation (the “CERTIFICATE OF INCORPORATION”) that a director’s liability to the Corporation’s stockholders for monetary damages shall be eliminated to the fullest extent permissible under Delaware law (with certain limited exceptions), and further has provided in the Certificate of Incorporation that the Corporation will indemnify its directors and officers to the maximum extent permitted under applicable law; and

WHEREAS, Indemnitee is willing to serve, continue to serve, and take on additional service for or on behalf of the Corporation on the condition that he or she be indemnified as herein provided; and

WHEREAS, it is intended that Indemnitee shall be paid promptly by the Corporation all amounts necessary to effectuate in full the indemnity provided herein;

NOW, THEREFORE, in consideration of the premises and the covenants in this Agreement, and intending to be legally bound hereby, the parties hereto agree as follows:

1. SERVICES BY INDEMNITEE. Indemnitee agrees to serve as a director or officer of the Corporation or any subsidiary of the Corporation so long as he or she is duly appointed or elected and qualified in accordance with the applicable provisions of Certificate of Incorporation and Bylaws of the Corporation or any subsidiary of the Corporation and until such time as he or she resigns or fails to stand for election or is removed from his or her position. Indemnitee may at any time and for any reason resign or be removed from such position (subject to any other contractual obligation or other obligation imposed by operation of law), without affecting the indemnification agreed to hereunder, in which event the Corporation shall have no obligation under this Agreement to continue Indemnitee in any such position.

2. Proceedings Other than Proceedings by or in the Right of the Corporation.

(a) The Corporation shall indemnify Indemnitee against Expenses and Liabilities incurred in connection with any Proceeding arising out of acts or omissions of Indemnitee occurring during Indemnitee’s service as a director or as an officer of the Corporation or any subsidiary of the Corporation, other than a Proceeding by or in the right of the Corporation against Indemnitee, to the fullest extent permitted by applicable law or the Certificate of Incorporation (as such law or the Certificate of Incorporation may be amended from time to time, but only to the extent that any such amendment permits the Corporation to provide broader indemnification rights than such law or the Certificate of Incorporation permitted the Corporation to provide before such amendment), so long as Indemnitee has acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal Proceeding, Indemnitee had no reasonable cause to believe that Indemnitee’s conduct was unlawful.

(b) Indemnitee shall be paid promptly by the Corporation all amounts necessary to effectuate the foregoing indemnity.

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3. INDEMNIFICATION FOR PROCEEDINGS BY OR IN THE RIGHT OF THE CORPORATION.

(a) The Corporation shall indemnify Indemnitee against Expenses and Liabilities incurred in connection with any Proceeding by or in the right of the Corporation against Indemnitee and arising out of acts or omissions of Indemnitee occurring during Indemnitee’s service as a director or as an officer of the Corporation or any subsidiary of the Corporation to the fullest extent permitted by applicable law or the Certificate of Incorporation (as such law or the Certificate of Incorporation may be amended from time to time, but only to the extent that any such amendment permits the Corporation to provide broader indemnification rights than such law or the Certificate of Incorporation permitted the Corporation to provide before such amendment), so long as Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation AND except that no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for Expenses and Liabilities incurred in connection with any such claim, issue or matter (as the Delaware Court of Chancery or such other court shall deem proper).

(b) Indemnitee shall be paid promptly by the Corporation all amounts necessary to effectuate the foregoing indemnity.

4. INDEMNIFICATION UNDER CERTIFICATE OF INCORPORATION. The right to indemnification provided for in the Certificate of Incorporation (as the Certificate of Incorporation may be amended from time to time, but only to the extent that any such amendment permits the Corporation to provide broader indemnification rights than the Certificate of Incorporation permitted the Corporation to provide before such amendment) shall be presumed to have been relied upon by Indemnitee in serving or continuing to serve the Corporation and shall be enforceable as a contract right.

5. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is a party to and is successful, on the merits or otherwise, in any Proceeding arising out of acts or omissions of Indemnitee occurring during Indemnitee’s service as a director or officer of the Corporation or any subsidiary of the Corporation, he or she shall be indemnified against Expenses and Liabilities actually and reasonably incurred by him or her or on his or her behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Corporation shall indemnify Indemnitee against all Expenses and Liabilities actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. For the purposes of this Section and without limiting the foregoing, the termination of any claim, issue or matter in any such Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

6. ADVANCEMENT OF EXPENSES. All reasonable Expenses incurred by or on behalf of Indemnitee shall be advanced from time to time by the Corporation to Indemnitee within thirty (30) days after the Corporation’s receipt of a written request for an advance of Expenses, whether prior to or after final disposition of a Proceeding (except to the extent that there has been a Final Adverse Determination that Indemnitee is not entitled to be indemnified for such Expenses). The written request for an advancement of any and all Expenses under this paragraph shall contain reasonable detail of the Expenses incurred by Indemnitee. Indemnitee hereby agrees to repay the amounts advanced if it is ultimately determined that Indemnitee is not entitled to be indemnified pursuant to the terms of this Agreement.

7. LIMITATIONS. The foregoing indemnity and advancement of Expenses shall apply only to the extent that Indemnitee has not been indemnified and reimbursed pursuant to such insurance as the Corporation may maintain for Indemnitee’s benefit, or otherwise; provided, however, that notwithstanding the availability of such other indemnification and reimbursement, Indemnitee may claim indemnification and advancement of Expenses pursuant to this Agreement by assigning to the Corporation, at its request, Indemnitee’s claims under such insurance to the extent Indemnitee has been paid by the Corporation.

8. INSURANCE AND FUNDING. The Corporation may purchase and maintain insurance to protect itself and/or Indemnitee against any Expenses and Liabilities in connection with any Proceeding to the fullest extent

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permitted by applicable laws. The Corporation may create a trust fund, grant an interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification or advancement of Expenses as provided in this Agreement.

9. PROCEDURE FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.

(a) Whenever Indemnitee believes that he or she is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Corporation. Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee to support his or her claim for indemnification. Indemnitee shall submit such claim for indemnification within a reasonable time not to exceed five years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, final termination or other disposition or partial disposition of any Proceeding, whichever is the later date for which Indemnitee requests indemnification. The President or the Secretary or other appropriate officer shall, promptly upon receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request. Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) days after the Corporation’s receipt of his or her written request for such indemnification.

(b) The Indemnitee shall be entitled to select the forum in which Indemnitee’s request for indemnification will be heard, which selection shall be included in the written request for indemnification required in Section 9(a). The forum shall be any one of the following:

(i) The stockholders of the Corporation;

(ii) A quorum of the Board of Directors consisting of Disinterested Directors; or

(iii) Independent Legal Counsel, who shall make the determination in a written opinion.

If Indemnitee fails to make such designation, his or her claim shall be determined by an appropriate court of the State of Delaware.

(c) Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

10. PRESUMPTION AND EFFECTS OF CERTAIN PROCEEDINGS.

(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Corporation shall have the burden of proof to overcome that presumption in connection with the making by any p