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根据您的绩效股份单位限制性股票奖励授予通知书和接受（“授予通知书”）及本绩效股份单位奖励协议（“协议”），特許经营公司，一家特拉华州公司（“公司”），已根据WD-40公司2016年股权激励计划（随时修订，以下简称“计划”）授予您绩效股份单位（“PSUs”），涉及您在授予通知书中指定的公司普通股“最大数目”。在本协议中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。

1. 股份数量；调整。在您的授予通知中提到的PSUs结算后将发行给您的股份数量将根据本协议第3段的业绩归属规定确定，等于授予通知中规定的最大PSUs数量的百分比（“适用百分比”）。在业绩归属之前的最大PSUs数量，或在业绩归属时确定的股份数量，可能会根据公司资本构成变化而根据计划第18条进行调整。

3. 绩效股份授予。您的PSUs将有资格在一个年度绩效评估期后获得激励，即公司当前财政年度（“评估年度”）。在评估年度结束后，委员会将会议，在公司发布评估年度年度收益之前，确认绩效和比较其与附属文件中设定的绩效指标。委员会将核查调整后的全球货币附录 A 附在此处。委员会将证实调整后的全球货币

EBITDA达标和最大PSUs数量适用百分比达标后可获得的股票数量，将在您（此类认证的日期即“认证日期”）的名下发行。除了因死亡或伤残（如下定义）而终止雇佣关系，或者在本文中或计划书或您与公司之间的书面协议中另有规定，如您因任何原因与公司或附属公司终止雇佣关系（“雇佣终止”），包括（如下定义的）养老、辞职或由公司或附属公司终止，截至测量年的8月31日之前，您的PSUs将被没收。

4. 死亡或残疾后的分期配股若您因死亡或残疾在测量年度8月31日之前且在权力变更之前终止雇佣，您的PSUs的按比例分配部分将继续有资格根据本协议支付配股，(a)基于性能指标的实现和根据第3段确定的适用百分比或(b)如果更早地，根据下文第5段提供的权力变更进行，视情况而定。如果您因死亡或残疾而导致的雇佣终止发生在权力变更之后，而该权力变更发生在测量年度8月31日之前，这种按比例的获得将适用于在该权力变更后根据下文第5段发行给您的RSUs(下文定义)。这种按比例分配将按月按比例确定，包括在您雇佣终止的生效日期之前测量年度内部分月份的全额计算。“养老”在本协议中的含义是您的雇佣终止(除因公司或附属公司因缘故终止之外的任何原因):(i)年满六十五(65)岁后，或(ii)在满五十五(55)岁后，前提是您在公司或附属公司内连续服务不少于十(10)年。“残疾”，在本协议中的含义是根据税法第22(e)(3)条规定的永久和全面残疾，前提是该残疾也符合税法第409A条规定的“残疾”(“第409A条”)。如果在养老之前由于您自愿辞职或公司或附属公司以除缘故之外的原因终止，委员会有权自行决定根据上文提供的按比例获得。

5. 控制变更归属。除非本协议另有规定，计划第19条的规定将适用于您在公司控制权变更情况下的单位股票奖励（如计划中定义）。为了适用计划第19(a)(iii)条的规定，在计量年结束之前发生控制权变更的情况下，与控制权变更日期前通过的计量年度的完整月份或部分月份相对应的分数乘以最大单位股票数量的50％的奖励部分应被视为基于时间的限制性股票单位（“RSUs”），该部分将在计量年的8月31日解锁，但前提是您继续雇佣至当天，而且还需符合上述第4款，计划的第19(a)(ii)条或双方之间的书面协议另有规定，任何未解锁的单位股票奖励将被取消。

如果在计量年结束后但终付日期发生前发生控制权变更，则您有权根据下文第6段规定收到已授予普通股单位的股票，或者按照公司的选择相应的美元价值等值物品，其数量将根据本协议第3段的归属规定确定（该决定不迟于控制权变更日期），任何由此产生的授予的普通股单位将被视为在控制权变更日期的所有目的。

6. 交付股份。根据本协议第5、7、8、11和15款的规定，您已授予的普通股单位将仅在若干完整股份（该股份应受限制股票（如下文所定义）的限制，具体规定参见第7款）于最早出现（“结算日期”）后的三十（30）天内发放至您。

7. 限制性股票。在结算您在结算日领取的已发行股票后，这些股票将受到本第7段所述的限制，直至您终止雇佣（“限制性股票”）。在此限制期间，您不得出售、转让或处置限制性股票。除遗嘱或继承法律规定外，您不得出售、转让或处置他者。在出现变更控制情况时，限制性股票的出售、转让或处置限制将于该交易的结束或到期之日解除，从而使限制性股票可以用于接受该交易所提出的任何现金或交换要约。此外，如果此奖励在变更控制日期或之后以股票结算，则本第7段中的限制将不适用于在此奖励结算后发行的任何此类股票。每股限制性股票将附有以下限制背书，该背书可在限制期届满时被移除：

“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%