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EXHIBIT 10(g)
WD-40 COMPANY
1999
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN
This Non-Employee Director Restricted Stock Plan (the "Plan")
is adopted this 5th day of February, 1999 by the Board of Directors of WD-40
COMPANY, a California corporation, (the "Company").
1. ESTABLISHMENT AND PURPOSE
The purpose of the Plan is to authorize the issuance
of shares of the Company's common stock to Directors who are not full time
employees of the Company. The Board of Directors has determined that it will be
in the best interest of the Company and its shareholders for all Directors to
maintain a minimum level of share ownership.
2. AMOUNT OF STOCK
The total number of shares of the Company's common
stock that may be issued pursuant to the Plan shall not exceed 25,000 shares
during any one calendar year. In the event that there are not a sufficient
number of authorized but unissued shares available pursuant to the Company's
Articles of Incorporation to cover the number shares called for by this Plan for
any year as well as for any outstanding stock option plan or other plan
authorizing the future issuance of a specific number of shares, this Plan shall
be suspended until a sufficient number of shares are duly authorized.
3. ADMINISTRATION
The Plan shall be administered by the Board of
Directors. Subject to the express terms and conditions of the Plan, the Board of
Directors shall have full power to construe and interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to it, and to make
all other determinations necessary or advisable, in the sole discretion of the
Board of Directors, for its administration.
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4. ISSUANCE OF RESTRICTED SHARES
(a) ISSUANCE OF SHARES. On or about the 1st day of
March of each calendar year, the Company shall, in lieu of the payment of $5,000
of annual Director compensation, issue 250 restricted shares of the Company's
common stock to each non-employee director who does not then own shares having
an aggregate fair market value of at least $50,000. Any non-employee director
who owns shares having an aggregate fair market value of $50,000 or more may
elect, by written letter delivered to the President on or before December 31st
of the preceding year, to receive shares in lieu of $5,000 of annual
compensation as a Director. Share ownership for purposes of the Plan shall
include all shares in which the director has a direct or indirect pecuniary
interest as defined under regulations promulgated pursuant to Section 16 of the
Securities Exchange Act of 1934, but pecuniary interest shall not be established
by attribution to family member ownership interests.
(b) RESTRICTED SHARES. All shares issued pursuant to
the Plan shall be restricted for a period of five years or until such Director's
retirement from the Board of Directors following his or her 65th birthday, or
such Director's earlier death or disability. During such period of restriction
the shares may not be sold or disposed of and they shall be subject to
forfeiture and cancellation by the Company in the event such Director resigns or
otherwise fails to continue to serve on the Board of Directors for any reason
other than as a result of death or disability or following his or her 65th
birthday.
(c) ADJUSTMENTS.
(i) Provided that the total number of shares
to be issued each year does not exceed the limitation set forth in Paragraph 2
above, the number of shares to be issued pursuant to this Plan to each Director
may be adjusted by a resolution adopted by the Board of Directors prior to the
first day of the calendar year to account for an increase or decrease in the
trading range for the Company's common stock of twenty percent (20%) or more
over the prior year, or other factors deemed relevant.
(ii) In the event of an increase or decrease
in the number of outstanding shares of common stock of the Company through stock
dividend or stock split, an appropriate adjustment shall be made in
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the number of shares to be issued to enable Directors to receive the same
proportionate stockholdings as would have been issued pursuant to the Plan prior
to such stock dividend or stock split.
(iii) In the event the Company proposes to
merge or consolidate with another corporation or to sell or dispose of its
assets and business or to dissolve, the restrictions upon resale shall be
removed as of the closing or expiration of such transaction so that the shares
may be tendered for acceptance of any cash or exchange offer made in connection
with such transaction.
5. SHARE CERTIFICATE ENDORSEMENTS
Each share certificate representing shares issued
pursuant to the Plan shall bear the following restrictive endorsements which may
be removed at such time as the restrictions provided by the Plan have expired
and provided that counsel for the Company has issued an opinion that the shares
may be transferred free of restrictions imposed by the Securities Act of 1933 or
the securities laws of any state or any other law regulating the issuance of
securities:
(i) "The shares represented by this certificate are subject to
transfer restrictions in accordance with the terms of a
Non-Employee Director Restricted Stock Plan dated 5th of
February, 1999, a copy of which may be obtained without charge
by written request delivered to the Corporation."
(ii) "The shares represented by this certificate have not
be registered under the Securities Act of 1933 or any
applicable state securities acts and cannot be transferred
without an opinion of counsel satisfactory to the
Corporation's legal counsel that such transfer will not
violate any such securities laws."
6. TAX REPORTING AND WITHHOLDING
The Company shall comply with all reporting and
withholding requirements applicable to the compensatory issuance of shares to
non-employee Directors under the Internal Revenue Code and regulations
thereunder.
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7. SUSPENSION, AMENDMENT OR TERMINATION OF THE PLAN
The Board of Directors may at any time amend, suspend
or terminate the Plan. Unless the Plan shall theretofore have been terminated by
the Board of Directors, the Plan shall terminate on December 31, 2009. No shares
may be issued during such suspension or after such termination. The termination
of the Plan shall not, without the consent of a Director holding restricted
shares issued pursuant to the Plan, alter or impair any rights or obligations
theretofore granted or imposed by the Plan.
8. DELIVERY OF SHARES SUBJECT TO DELAYS
The issuance and delivery of shares under the Plan
shall be subject to and in compliance with the laws of any state or other
governmental authority applicable thereto, the Board of Directors being hereby
authorized to cause to be prepared, filed and presented on the Company's behalf
to any governmental official, agency or tribunal all such applications or other
instruments or papers and to maintain any and all proceedings as shall be
required to cause the issuance to the Company of a permit or other authorization
to issue or deliver any such shares. Neither the Company nor any officer,
director or employee shall be liable for any delay in issuance or delivery of
any shares pending the filing of any such application, instrument or papers or
the grant of a permit or other authorization to enable such issuance or delivery
to be made.
IN WITNESS WHEREOF, the Plan is adopted this 5th day of
February, 1999
WD-40 COMPANY
By
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Garry O. Ridge, President
Attest:
Harlan F. Harmsen, Secretary
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EXHIBIT 10(g)
AMENDMENT TO WD-40 COMPANY
1999 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN
This Amendment to WD-40 Company 1999 Non-Employee Director Restricted
Stock Plan (the "Plan") is made and executed effective June 27, 2000, by the
Board of Directors of WD-40 Company, a Delaware Corporation (the "Company").
R E C I T A L S
A. On March 28, 2000, at its regular quarterly meeting of the
Board of Directors the Board unanimously authorized an increase in the number of
shares to be issued in lieu of $5,000 of annual director compensation from 250
shares to 350 shares.
B. At its regular quarterly meeting held on June 27, 2000, the
Board of Directors unanimously approved a further amendment to the Plan to
permit each Director to elect, at such Director's option, to receive 1,000
shares of the restricted Company stock in lieu of a full year's compensation.
C. In order to carry out the foregoing, the Plan is hereby
amended as follows:
1. Paragraph 4(a) is hereby amended to read, in its
entirety, as follows:
"(a) ISSUANCE OF SHARES. On or about the first day of March of
each calendar year, the Company shall, in lieu of the payment
of $5,000 of annual Director compensation, issue 350
restricted shares of the Company's common stock to each
non-employee Director who does not then own shares having an
aggregate fair market value of at least $50,000.00. Any
non-employee Director who owns shares having an aggregate fair
market value of $50,000 or more, may elect, by written letter
delivered to the President on or before December 31 of the
preceding year, to receive shares in lieu of $5,000 of annual
compensation as a Director. In addition,
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any such Director may elect, at such time, to accept 1,000
shares of the Company stock in lieu of such Director's entire
compensation, excluding only such compensation as may be
payable for attendance at or chairing of committee meetings.
Share ownership for purposes of the Plan shall include all
shares in which the Director has a direct or indirect
pecuniary interest as defined under regulations promulgated
pursuant to Section 16 of the Securities Exchange Act of 1934,
but pecuniary interest shall not be established by attribution
to family member ownership interest."
2. In all other respects the Plan is hereby ratified and
confirmed.
IN WITNESS WHEREOF, this Amendment to the Plan is adopted as of the
effective date first herein above set forth.
WD-40 COMPANY
By /s/ Garry O. Ridge
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Garry O. Ridge, President
ATTEST:
/s/ John B. Sidell
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JOHN B. SIDELL, Assistant Secretary
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