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根据您的限制性股票单位授予通知和接受（“授予通知”）以及本FY 20__ 限制性股票单位授予协议（“协议”），wd-40公司，一个特拉华州的公司（“公司”），根据您的授予通知中所示的公司普通股股数，向您授予了限制性股票单位（“RSUs”）。本协议未明确定义但在计划中定义的定义术语应与计划中的定义相同。

3. 分期授予。您的普通股单位将在授予日期后的三年内分期授予。每个分期日期上获得的普通股单位数量详见您的授予通知。每个财政年度（“授予年度”）的分期日期将是在公司公布上一个财政年度年度收益的第3个营业日或者授予年度规定的11月15日中较早的一个（每个年度分期日期称为“预定分期日期”）。除非本协议或计划或您与公司之间的书面协议另有规定，未在您与公司或子公司的雇佣终止生效日（“雇佣终止”）之前分期的普通股单位，包括因辞职、公司或子公司辞退而致雇佣终止的，将被取消。rd 业务发布之后第三个营业日或者授予年度规定的11月15日，以较早者为准，作为您授予通知中规定的每个年度的分期授予日期。除非本协议或计划或您与公司之间的书面协议另有规定，未在您与公司或子公司因任何原因终止雇佣的生效日期（“雇佣终止”）时未分期的普通股单位均将被取消。

4. 养老、死亡或残疾期间的分配。所有的RSUs应立即获得归属，并根据本协议第6段规定的情况发行与这些RSUs有关的股票，如果由于死亡、残疾或养老（定义如下）而终止职业生涯，本公司的有资格接收加速归属的，您必须在养老情况下提供至少12个月的提前书面通知，您若在养老通知期间内未经公司同意就离职，除非您由于死亡或残疾而终止职业生涯（或您与公司另有书面协议），在上述条款规定下无需发出书面通知，公司有权意决缩短通知期限。尽管前述，本第4条中的通知要求不适用于权力变更之后，并且在权力变更后无需提前通知养老（或，若在此权力变更前已经启动通知期，则视为完成通知期）

一旦发生此变更，立即生效）。本协议中的“养老”指您的雇佣终止（非因公司或附属公司因为原因终止）：（i）在六十五（65）周岁后，或（ii）在五十五（55）周岁后并且您在公司或附属公司连续服务时间不少于十（10）年后。本协议中的“残疾”指根据《代码》第22（e）（3）条的永久和全面残疾，前提是该残疾还符合《代码》第409A条（“第409A条”）的“残疾”定义。

5. 控制变更归属。根据计划第19条的规定，在公司发生控制变更的情况下将适用。根据您与公司之间的书面雇佣协议或离职协议特别约定，您在控制变更后因“正当理由”终止雇佣将享有RSU的加速归属。如果您的RSU根据计划第19条获得归属权，那么根据本协议第6款规定，您应获发行与已归属RSU相对应的股份。

7. 证券法合规。尽管本协议中可能包含与此相反的内容，但在未经1933年修订版证券法（“证券法”）注册的情况下，不得发行股份作为本奖励的结算，除非委员会或董事会已确定发行该股份符合《证券法》的登记要求的豁免，发行此类股份还必须遵守其他适用于该股份的法律法规。

如果委员会或董事会确定发行这些股票不符合相关法律法规，则此等股票的发行可能延迟；惟应尽合理可能于公司首次预期或合理预期发行该等股票不会引起违反的日期后尽快完成发行该等股票，或根据规定在较早的日期，以避免导致该奖励不符合或不遵守第409A条。

8. 转让权。您已经授予的限制性股票单位无法转让，除非通过遗嘱或法定继承分配。尽管如上所述，您可以提交书面通知给公司，并以对公司满意的形式指定第三方（您的“受益人”），该受益人在您死亡时，将有资格在此奖励结算后获得股份，该奖励应于您死亡时支付。

9. 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 the Shares issuable upon 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 (or earlier, if applicable), 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 on your behalf.

(b) Your Shares may not be issued unless the tax withholding obligations of the Company, if any, are satisfied. Accordingly, the Company shall have no obligation to issue any 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.

11. 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.

13. 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. In the event of any conflict between the provisions of this Agreement and those of the Plan, the provisions of the Plan shall control.

14. 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, if this is not a Section 409A Compliant Award, in no event will the Shares issuable pursuant to this award be issued later than March 15th of the calendar year following the calendar year in which the RSUs have 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.

(e) This award will be a “Section 409A Compliant Award” if (i) you will be eligible for Retirement at any time prior to the final Scheduled Vesting Date (determined solely based on whether your age and/or years of service meet the requirements in the definition of “Retirement” and without regard to whether you provide the Company with the minimum twelve (12) months’ advance written notice of your contemplated date of Retirement and are ultimately eligible for accelerated vesting upon such Retirement), (ii) you are a party to a Change in Control Severance Agreement with the Company as applicable for Executive Officers at any time prior