Employment Transition Agreement

February 25, 2009

Mr. Paul C. Reyelts

1819 James Avenue S.

Minneapolis, MN 55403

Dear Paul:

The following Employment Transition Agreement and Release (“Agreement”) summarizes the terms and conditions we have discussed in regards to your retirement transition. The Valspar Corporation (“Valspar”) has agreed to provide you with certain payments and/or benefits, which are set forth below, some of which you would not be otherwise entitled to without signing this Agreement and the Updated Release of Claims.

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Effective Dates

You will resign as an employee of The Valspar Corporation and its subsidiaries (“Valspar”), effective May 31, 2009 (the “Effective Date”).

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Compensation and Other Payments

Provided you sign this Agreement and the Updated Release of Claims in the applicable time periods, return them to Valspar, and act in accordance with the terms outlined in this agreement, you will receive ongoing separation payments continuing at a rate equal to your base salary prior to the Effective Date, through December 31, 2010.

You agree to remain available to the Company as reasonably requested by the Chairman & Chief Executive Officer, on an as-needed basis to assist with business such as mergers and acquisitions, strategy and business development, and disposition of the current corporate headquarters facility through December 31, 2010. Under this Agreement, your accountability will be to the Chairman & Chief Executive Officer.

In addition to the payments above the following apply:

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Stock Options

You will not be eligible for any new stock option grants, however, at the Effective Date, you will be 100% vested in all stock options previously granted to you. Shares granted before October 2007 include a provision that extends the exercise period for up to three additional years, not to exceed the original expiration date. Stock options granted to Officers in October 2007 and after include provisions allowing them to be exercised for the balance of the original expiration term.

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Restricted Stock

You will not be eligible for any new restricted stock awards, however, you will be 100% vested in any unvested restricted stock that you hold as of the Effective Date and will be taxed on the value of these shares on that date.

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Long Term Incentive Plan

You were a participant in the Officer Long Term Incentive Plan (“LTIP”). This program was discontinued after 2007, however a payout opportunity remains for the 2007-2009 Plan. Your participation, payout opportunity, and timing of payout will not be affected by your retirement prior to the Plan payout date (January 2010).

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Lost ERISA Benefits

You participate as an active employee through the Effective Date. Eligible earnings for service prior to the Effective date are eligible for 401k matches and profit sharing contributions under the Company’s Savings & Retirement Program. In the event that eligible earnings for service prior the Effective Date exceed ERISA income limits, you will be eligible for a lost ERISA payment that would occur in January 2010.

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Executive Perquisites

Your monthly car allowance and company-paid membership at the Minneapolis Club will end at the Effective Date. Participation in the Executive Physical Program will extend through calendar year 2009. You will also be eligible for Company payment of eligible expenses related to financial planning and tax preparation services through calendar 2009, including filing of 2009 income tax returns in 2010.

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Benefits Continuation

Medical, dental and life insurance coverage under the Company’s active employee programs will terminate on the Effective Date. However, you will be eligible to continue medical coverage for your lifetime and for your current spouse’s lifetime according to the terms and conditions of the Valspar Officer Retiree Medical Plan. Vince Opat can provide additional details regarding this Plan. Dental and life insurance can be continued at a cost to you equal to 102% of the full cost of coverage. You will be eligible to continue these coverages for eighteen months following the Effective Date.

You will receive additional COBRA election forms following your termination date. If Valspar changes its group insurance plan(s) in the future, your coverage will be under the terms of the new plan(s).

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Unused Vacation

You will accrue vacation up until the Effective Date, and then be eligible for payment for any accrued but unused days. Please report the number of unused days remaining to me prior to the Effective Date.

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Disability Benefits

Disability coverage will terminate on the Effective Date.

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Qualified Plans

If you participate in any ERISA qualified plan(s), your rights and obligations under such plan(s) will be governed by the applicable plan document(s).

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Death

In the event of your death prior to the December 31, 2010, your spouse will be paid a single lump sum equal to the sum of ongoing separation payments to which you would have otherwise been entitled between the date of your death and December 31, 2010.

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Company Property

Recognizing that you will be in a consultative role through December 31, 2010, Valspar will provide continuation of your company email and cellular service through that date. Following that date, you may elect to convert your cellular service to a private account.

Following December 31, 2010, you agree to return all Valspar property (e.g., computer) and all confidential information in written or other tangible or electronic form, if any, that may be in your possession at that time.

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Confidential Information

You understand and acknowledge that as a Valspar employee you had access to confidential information. As an example, in the course of your employment you worked with or had knowledge of information concerning inventions, improvements, formulas, techniques, customer lists, marketing plans, price lists, trade secrets, and processes developed, made, used or sold by Valspar, and other information relating to Valspar’s products or operations. You understand that all of this information belongs exclusively to Valspar and you agree not to use or share this information with any other person, or entity, except with Valspar’s written consent.

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Rescission/Revocation/Consideration Period

By signing this Agreement, you acknowledge and agree that Valspar informed you that (1) you have the right to consult with an attorney or your choice prior to signing this Agreement, and (2) you are entitled to twenty-one (21) calendar days from the receipt of this Agreement to consider whether the terms are acceptable to you. Valspar encourages you to use the full 21-day period to consider this Agreement but you have the right, if you choose, to sign this