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ZEP INC. LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNITS AWARD AGREEMENT

Shareholder Agreement

ZEP INC. LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNITS AWARD AGREEMENT | Document Parties: ZEP INC. You are currently viewing:
This Shareholder Agreement involves

ZEP INC.

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Title: ZEP INC. LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNITS AWARD AGREEMENT
Governing Law: Delaware     Date: 11/5/2007

ZEP INC. LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNITS AWARD AGREEMENT, Parties: zep inc.
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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:

 

  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. Restrictions

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”):

 

Number of RSUs

     

Vesting Date

       
       
       
       

 


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.

 

  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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