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根據您的績效股份單位限制性股票獎勵授予通知書和接受（「授予通知書」）及本績效股份單位獎勵協議（「協議」），特許經營公司，一家特拉華州公司（「公司」），已根據WD-40公司2016年股權激勵計劃（隨時修訂，以下簡稱「計劃」）授予您績效股份單位（「PSUs」），涉及您在授予通知書中指定的公司普通股「最大數目」。在本協議中未明確定義但在計劃中定義的定義術語應與計劃中的定義相同。

1. 股份數量；調整。在您的授予通知中提到的PSUs結算後將發行給您的股份數量將根據本協議第3段的業績歸屬規定確定，等於授予通知中規定的最大PSUs數量的百分比（「適用百分比」）。在業績歸屬之前的最大PSUs數量，或在業績歸屬時確定的股份數量，可能會根據公司資本構成變化而根據計劃第18條進行調整。

3. 績效股份授予。您的PSUs將有資格在一個年度績效評估期後獲得激勵，即公司當前財政年度（「評估年度」）。在評估年度結束後，委員會將會議，在公司發佈評估年度年度收益之前，確認績效和比較其與附屬文件中設定的績效指標。委員會將覈查調整後的全球貨幣附錄 A 附在此處。委員會將證實調整後的全球貨幣

EBITDA達標和最大PSUs數量適用百分比達標後可獲得的股票數量，將在您（此類認證的日期即「認證日期」）的名下發行。除了因死亡或傷殘（如下定義）而終止僱傭關係，或者在本文中或計劃書或您與公司之間的書面協議中另有規定，如您因任何原因與公司或附屬公司終止僱傭關係（「僱傭終止」），包括（如下定義的）養老、辭職或由公司或附屬公司終止，截至測量年的8月31日之前，您的PSUs將被沒收。

4. 死亡或殘疾後的分期配股若您因死亡或殘疾在測量年度8月31日之前且在權力變更之前終止僱傭，您的PSUs的按比例分配部分將繼續有資格根據本協議支付配股，(a)基於性能指標的實現和根據第3段確定的適用百分比或(b)如果更早地，根據下文第5段提供的權力變更進行，視情況而定。如果您因死亡或殘疾而導致的僱傭終止發生在權力變更之後，而該權力變更發生在測量年度8月31日之前，這種按比例的獲得將適用於在該權力變更後根據下文第5段發行給您的RSUs(下文定義)。這種按比例分配將按月按比例確定，包括在您僱傭終止的生效日期之前測量年度內部分月份的全額計算。「養老」在本協議中的含義是您的僱傭終止(除因公司或附屬公司因緣故終止之外的任何原因):(i)年滿六十五(65)歲後，或(ii)在滿五十五(55)歲後，前提是您在公司或附屬公司內連續服務不少於十(10)年。「殘疾」，在本協議中的含義是根據稅法第22(e)(3)條規定的永久和全面殘疾，前提是該殘疾也符合稅法第409A條規定的「殘疾」(「第409A條」)。如果在養老之前由於您自願辭職或公司或附屬公司以除緣故之外的原因終止，委員會有權自行決定根據上文提供的按比例獲得。

5. 控制變更歸屬。除非本協議另有規定，計劃第19條的規定將適用於您在公司控制權變更情況下的單位股票獎勵（如計劃中定義）。爲了適用計劃第19(a)(iii)條的規定，在計量年結束之前發生控制權變更的情況下，與控制權變更日期前通過的計量年度的完整月份或部分月份相對應的分數乘以最大單位股票數量的50％的獎勵部分應被視爲基於時間的限制性股票單位（「RSUs」），該部分將在計量年的8月31日解鎖，但前提是您繼續僱傭至當天，而且還需符合上述第4款，計劃的第19(a)(ii)條或雙方之間的書面協議另有規定，任何未解鎖的單位股票獎勵將被取消。

如果在計量年結束後但終付日期發生前發生控制權變更，則您有權根據下文第6段規定收到已授予普通股單位的股票，或者按照公司的選擇相應的美元價值等值物品，其數量將根據本協議第3段的歸屬規定確定（該決定不遲於控制權變更日期），任何由此產生的授予的普通股單位將被視爲在控制權變更日期的所有目的。

6. 交付股份。根據本協議第5、7、8、11和15款的規定，您已授予的普通股單位將僅在若干完整股份（該股份應受限制股票（如下文所定義）的限制，具體規定參見第7款）於最早出現（「結算日期」）後的三十（30）天內發放至您。

7. 限制性股票。在結算您在結算日領取的已發行股票後，這些股票將受到本第7段所述的限制，直至您終止僱傭（“限制性股票”）。在此限制期間，您不得出售、轉讓或處置限制性股票。除遺囑或繼承法律規定外，您不得出售、轉讓或處置他者。在出現變更控制情況時，限制性股票的出售、轉讓或處置限制將於該交易的結束或到期之日解除，從而使限制性股票可以用於接受該交易所提出的任何現金或交換要約。此外，如果此獎勵在變更控制日期或之後以股票結算，則本第7段中的限制將不適用於在此獎勵結算後發行的任何此類股票。每股限制性股票將附有以下限制背書，該背書可在限制期屆滿時被移除：

“The shares represented by this certificate are subject to transfer restrictions in accordance with the terms of a Performance Share Unit Restricted Stock Award Agreement between the holder and the Corporation, a copy of which may be obtained without charge by written request delivered to the Corporation.”

8. Securities Law Compliance. Notwithstanding anything to the contrary contained herein, Shares may not be issued upon settlement of this award unless the Shares are then registered under the Securities Act of 1933, as amended (the “Securities Act”) or, if such Shares are not then so registered, the Committee or the Board has determined that such issuance would be exempt from the registration requirements of the Securities Act. The issuance of such Shares must also comply with other applicable laws and regulations governing such Shares, and the issuance of such Shares may be delayed if the Committee or the Board determines that such issuance would not be in compliance with such laws and regulations, provided that issuance of the Shares shall be completed as soon as reasonably practicable following the first date on which the Company anticipates or should reasonably anticipate that issuing the Shares would not cause a violation or such earlier date as required to avoid causing this award to fail to be exempt from or to otherwise comply with Section 409A of the Code.

9. Transferability. Your PSUs are not transferable, except by will or by the laws of descent and distribution. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party (your “Beneficiary”) who, in the event of your death, shall then be entitled to receive the Shares issuable upon settlement of this award payable as a result of your death, if any.

10. Agreement Not a Service Contract or Obligation to Continue Service. This Agreement is not an employment or service contract, and nothing in this Agreement shall be deemed to create in any way whatsoever any obligation on your part to continue in the service of the Company or Subsidiary as an employee for any period of time. In addition, nothing in this Agreement shall obligate the Company or a Subsidiary to continue your employment for any period of time.

(a) At the time of issuance of Shares to you pursuant to the settlement of this award (or earlier, if applicable) to the extent required by law or applicable regulation, the Company shall withhold from the Shares otherwise issuable to you a number of whole Shares having a Fair Market Value as of the Settlement Date equal to the minimum amount of taxes required to be withheld by law. The Fair Market Value of the withheld whole number of Shares that is in excess of the minimum amount of taxes required to be withheld shall be added to the deposit for your U.S. federal income tax withholding or, if you are an international taxpayer, such amount shall be added to the largest deposit of withheld tax required to be made by the Company or a Subsidiary on your behalf.

(b) Your Shares may not be issued unless the tax withholding obligations of the Company or Subsidiary, if any, are satisfied. Accordingly, the Company shall have no obligation to issue a certificate for such Shares until such tax withholding obligations are satisfied or otherwise provided for. Upon notice of the requirement for recovery from you of any amount due as a tax withholding obligation, you agree to promptly remit to the Company or Subsidiary the full amount due.

12. Compensation Recovery. By executing this Agreement, you agree that all compensation received by you, including Awards under the Plan (including, without limitation, any proceeds, gains or other economic benefit actually or constructively received by you upon receipt or exercise of this Award or upon the receipt or resale of any Shares underlying this Award), shall be subject to reduction, cancellation, forfeiture and/or recoupment to the extent necessary to comply with any compensation recovery policy adopted by the Company, including, without limitation, the Policy for Recovery of Erroneously Awarded Compensation (as amended from time to time, the “Policy”), or any other Applicable Law, or to the extent that such forfeiture or repayment may be required by any other Applicable Law, notwithstanding any other agreement to the contrary. No recovery of compensation under any compensation recovery policy or Applicable Law will be an event that triggers or contributes to any right of a Participant to resign for “good reason” (or similar term) under the Plan or any other agreement with the Company or an Affiliate. You agree that you are not entitled to indemnification in connection with any forfeiture or repayment of any compensation recovery policy or requirement under Applicable Law and expressly waive any rights to such indemnification under the Company’s organizational documents or otherwise.

14. Governing Plan Document. This Agreement is subject to all the provisions of the Plan, the provisions of which are incorporated by reference in this Agreement. This Agreement is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. Except as specifically provided for herein, in the event of any conflict between the provisions of this Agreement and those of the Plan, the provisions of the Plan shall control.

15. Code Section 409A Compliance. To the extent applicable, it is intended that this award and the Plan comply with the requirements of Section 409A of the Code and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. Any provision that would cause the Plan or this award to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A, which amendment may be retroactive to the extent permitted by Section 409A. Notwithstanding anything to the contrary in this Agreement, in no event will any Shares issuable pursuant to this award be issued later than March 15th of the calendar year following the calendar year in which corresponding portion of the award has vested.

(a) Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement that is designated under this Agreement as payable upon your Termination of Employment shall be payable only upon your “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”).

(b) Notwithstanding anything in this Agreement to the contrary, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which you are entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of the Shares issuable to you pursuant to this award shall not be provided to you prior to the earlier of (x) the expiration of the six-month period measured from the date of your Separation from Service with the Company or (y) the date of your death. Within thirty (30) days following the expiration of the applicable foregoing period, all Shares deferred pursuant to the preceding sentence shall be issued to you (or your estate or beneficiaries), and any remaining Shares due to you under this Agreement shall be paid as otherwise provided herein.

(c) Your right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

(d) Notwithstanding the foregoing, if a Change in Control would give rise to a payment or settlement event with respect to any payment or benefit under this Agreement that constitutes “nonqualified deferred compensation,” the transaction or event constituting the Change in Control must also constitute a “change in control event” (as defined in Treasury Regulation Section 1.409A-3(i)(5)) in order to give rise to the payment or settlement event for such payment or benefit, to the extent required by Section 409A.

In accordance with Paragraph 3 of the Performance Share Unit Award Agreement, the PSUs shall vest with respect to the Applicable Percentage of the Maximum Number of PSUs set forth in the following table, based on relative achievement within an established performance measure range of the Company’s reported earnings before interest, income taxes, depreciation (in operating departments) and amortization computed on a consolidated basis (“Global EBITDA”) for the Measurement Year, before deduction of the stock-based compensation expense for the vested PSUs awarded to all Plan participants for the Measurement Year and excluding EBITDA of the homecare and cleaning product line under the brands of Lava®, Carpet Fresh®, 2000 Flushes®, X-14®, Spot Shot®, 1001® and 1001 Carpet Fresh® in the Americas and the EIMEA segments and other non-operating income and expense amounts (“Adjusted Global EBITDA”).

The Applicable Percentage will be determined on a straight-line sliding scale from the implied zero percentage achievement level to the maximum 100% Applicable Percentage achievement level but the Applicable Percentage shall not be less than 5%. For purposes of determining the Applicable Percentage, the calculated percentage is to be rounded to the nearest tenth of one percent and rounded upward from the midpoint. The number of vested PSUs is to be rounded to the nearest whole unit and rounded upward from the midpoint.

For purposes of computing Global EBITDA the Company’s earnings are to be determined in accordance with the Company’s then applicable Generally Accepted Accounting Principles (currently U.S. GAAP) subject to such adjustments approved by the Committee or the Board at the time the Adjusted Global EBITDA amounts in the table above were approved.


Adjusted Global EBITDA			Applicable Percentage
≥ $			100%
$			5%
< $			0%
$*			0%