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Exhibit
10.15
ZEP INC.
LONG-TERM INCENTIVE
PLAN
RESTRICTED STOCK UNITS
AWARD AGREEMENT
THIS AGREEMENT, made and
entered into as of
by and between Zep Inc., a Delaware Corporation, (the
“Company”) and
(“Grantee”).
W • I • T
• N • E • S • S • E • T •
H T • H • A •
T:
WHEREAS, the Company
maintains the Zep Inc. Long-Term Incentive Plan (the
“Plan”), and Grantee has been selected by the Committee
to receive a Restricted Stock Units Award under the
Plan;
NOW, THEREFORE, IT IS AGREED,
by and between the Company and Grantee, as follows:
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1. |
Award of Restricted Stock |
1.1 The Company hereby grants
to Grantee an award of
restricted stock units (“Restricted Stock Units” or
“RSUs”), with each Restricted Stock Unit representing
the right to receive one Share, subject to, and in accordance with,
the restrictions, terms, and conditions set forth in this
Agreement. The grant date of this award of Restricted Stock Units
is
(the “Grant Date”).
1.2 This Agreement (including
any appendices or exhibits) shall be construed in accordance with,
and subject to, the provisions of the Plan (the provisions of which
are incorporated herein by reference) and, except as otherwise
expressly set forth herein, the capitalized terms used in this
Agreement shall have the same definitions as set forth in the
Plan.
2.1 Subject to Sections 2.3,
2.4, and 2.5 below, if the Grantee remains employed by the Company,
the Restricted Stock Units shall vest as follows (each such date on
which the Restricted Stock Units vest is hereinafter referred to as
a “Vesting Date”):
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Number
of RSUs
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Vesting
Date
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For purposes of this Agreement,
employment with a Subsidiary of the Company or service as a member
of the Board of Directors of the Company shall be considered
employment with the Company.
2.2 Except as otherwise
provided below, on each Vesting Date, Grantee shall own the Shares
obtained as a result of the vesting of the Restricted Stock Units
free and clear of all restrictions imposed by this Agreement
(except those imposed by Section 3.4 below). The Company shall
transfer such Shares to Grantee in accordance with Section 3
below.
2.3 In the event, prior to
the Vesting Date, (i) Grantee dies while actively employed by
the Company, or (ii) Grantee has his employment terminated by
reason of Disability, any Restricted Stock Units shall become fully
vested and nonforfeitable as of the date of Grantee’s death
or Disability. The Company shall transfer the Shares resulting from
the vesting of the Restricted Stock Units, in accordance with
Section 3 below, free and clear of any restrictions imposed by
this Agreement (except for Section 3.4) to Grantee (or, in the
event of death, his surviving spouse or, if none, to his estate) as
soon as practical after his date of death or termination for
Disability.
2.4 Except for death or
Disability as provided in Section 2.3, or except as otherwise
provided in a severance agreement, employment agreement, or similar
agreement with Grantee, if Grantee terminates his employment or if
the Company terminates Grantee prior to the Vesting Date, the
Restricted Stock Units shall cease to vest further, the unvested
Restricted Stock Units shall be immediately forfeited, and Grantee
shall only be entitled to the Shares issued as a result of
Restricted Stock Units that had vested as of his date of
termination.
2.5 Notwithstanding the other
provisions of this Agreement, in the event of a Change in Control
prior to the Vesting Date, all Restricted Stock Units shall become
fully vested and nonforfeitable as of the date of the Change in
Control. The Company shall transfer the Shares issuable as a result
of Restricted Stock Units that become vested pursuant to this
Section 2.5 in accordance with Section 3
below.
2.6 The Restricted Stock
Units may not be sold, assigned, transferred, pledged, or otherwise
encumbered prior to the date Grantee becomes vested in the
Restricted Stock Units.
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3. |
Issuance of Shares; Dividend Equivalents |
3.1 No Shares shall be issued
to Grantee prior to the date on which the Restricted Stock Units
vest, and the restrictions with respect to the Restricted Stock
Units lapse, in accordance with Sections 2.1, 2.3 and 2.5. After
any Restricted
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