Transition and Release Agreement, dated March 11, 2022, between WD-40 Company and Garry O. Ridge

1.

Retirement.  Ridge’s retirement as the Company’s Chief Executive Officer (“CEO”) shall be effective August 31, 2022 (“Retirement Date”).  Following the Retirement Date, Ridge agrees to continue to serve as Chairman of the Board (“Chairman”), in a non-executive capacity, until the adjournment of the Company’s 2022 Annual Meeting of Stockholders (“ASM”).  Thereafter, Ridge shall serve as an employee in a non-executive capacity as Transition and Strategic Advisor reporting to Steven Brass until January 2, 2023 (“Termination Date” and the period from the Retirement Date to the Termination Date, the “Transition Period”).  On the Retirement Date, Ridge shall be deemed to have resigned, without any further action by Ridge, from all positions that he, immediately prior to such resignation, (i) held with the Company or any of its subsidiaries and corporate affiliates (collectively, “WD-40 Companies”), other than as director of the Company and Chairman, or (ii) held with any other entities at the direction of, or as a result of Ridge’s affiliation with, the WD-40 Companies.  After the Retirement Date, Ridge shall not have any executive, management or operational duties or responsibilities or signatory authority, and Ridge shall not represent himself as being an executive officer of the Company.

2.

Transition Period.    Ridge agrees to provide transition and other related services to the Company during the Transition Period to provide an effective transition of his executive responsibilities to the Company’s incoming CEO.  In addition, during period from the Retirement Date to the ASM, Ridge shall continue to serve as a director and Chairman, performing the duties normally assigned to a Chairman of a publicly-traded corporation, e.g., (i) presiding at meetings of the Board and the Company’s stockholders; (ii) preparing the agenda for meetings of the Board in coordination with the CEO and other Board members; (iii) consulting with and supporting the incoming CEO on the Company’s strategy, including short- and long-range planning activities and growth strategies; and (iv) assisting in communications with investors, analysts and public relations, as needed.  Following the ASM,  Ridge shall be deemed to have resigned his position as a director and as non-executive Chairman and shall not represent himself as being an officer, director, agent or representative of the Company. 

3.

Cooperation.    If this Agreement is deemed to be insufficient to effectuate such resignations, then Ridge shall execute any documents or instruments that the Company may request to effectuate such resignations.  Furthermore, Ridge shall reasonably cooperate with the Company with respect to any claim or matter and make himself available on a reasonable basis to consult with counsel or serve as a witness in any action, investigation or other proceeding before any court, government agency, arbitrator, or mediator, in which he may be called to appear by the Company, and truthfully testify in any such action, proceeding or deposition in which he appears.  After the Termination Date, the Company shall compensate Ridge for all time spent on such activities at a rate of $200/hour, which shall be reported on a Form 1099.  Further, the parties agree that the Indemnity Agreement (effective December 15, 1999) shall remain in effect after the Termination Date and the Consulting Period and, as such, is incorporated by reference into this Agreement.

4.

Post-Transition Period as Consultant and Chairman Emeritus. 

5.

Compensation and Separation Benefits; Consulting Fee.  

i.

Time-based RSUs equivalent to One Million Dollars ($1,000,000), provided that Ridge executes a waiver and release of claims in the form attached as Exhibit A (“Release”) on the Effective Date and a supplemental waiver and release of claims in the form attached as Exhibit B (“Supplemental Release”) on the Termination Date.    If the Release becomes effective, then the RSUs will be granted, based on the closing price of WDFC two business days before the Release became effective.  If Ridge executes the Supplemental Release on the Termination Date and the Company’s General Counsel receives  an executed copy on such date, then the RSUs shall vest on June 30, 2023.

ii.

Payment of COBRA premiums for 36 months, on the same terms and conditions as before the Retirement Date, beginning the 1st day of the month after health insurance benefits end, following the Termination Date, if Ridge timely elects continued coverage under COBRA 

(these payments shall not constitute taxable or reportable income or wages), or Ridge may elect to receive a lump-sum of cash equal to the COBRA premiums in lieu of such coverage, less any applicable withholding taxes,  within 10 business days after the Release becomes effective.    

iii.

Ridge acknowledges that the Separation Benefits are in addition to any compensation and benefits that he has earned from the Company and that Ridge  (a) would not be entitled to the Separation Benefits but for his execution of this Agreement and his execution and non-revocation of the Release, and (b)  Ridge shall not receive any Separation Benefits if the Releases do not become effective.

6.

Change in Control Severance (“CIC”) Agreement.  Ridge and the Company acknowledge and agree that, as of the Retirement Date, the CIC Agreement by and between Ridge and the Company, dated February  14, 2006, will terminate in accordance with its terms and will be of no force or effect as of such date.

7.

Mutual Non-Disparagement.   The Company shall cause its executive officers to agree and covenant and Ridge shall agree and covenant that the Company’s executive officers and Ridge shall not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory, derogatory or disparaging remarks, comments, or statements concerning each other (for the Company, this includes its businesses or any of its employees, officers, or directors).  Notwithstanding anything to the contrary herein,  nothing in this Agreement prevents Ridge from discussing or disclosing information about unlawful acts in the workplace,  such as harassment or discrimination or any other conduct that Ridge has reason to believe is unlawful.

8.

Knowing and Voluntary.  Ridge represents that he is entering into this Agreement knowingly and voluntarily and confirms that he has not relied on any statement or representation by anyone other than what is in this Agreement as a basis for his decision to sign this Agreement.

9.

§409A.  This Agreement is intended to comply with §409A of the Internal Revenue Code of 1986, as amended (“§409A”), including the exceptions thereto, and shall be construed and administered in accordance with such intent.  Notwithstanding the foregoing, the Company makes no representations that any payments and benefits provided under this Agreement comply with §409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Ridge on account of non-compliance with §409A.

10.

Arbitration.  Any dispute, controversy, or claim arising out of or related to Ridge’s employment with the Company, retirement or resignation from the Company, this Agreement, or any alleged breach of this Agreement, shall be governed by California law and the Federal Arbitration Act and submitted to and decided by binding arbitration in San Diego County, California, before a single arbitrator.    Arbitration shall be administered before JAMS in accordance with JAMS’ rules for employment arbitration (“JAMS’ Rules”).  The Company will pay the arbitrator's fees and arbitration expenses.  Discovery shall be conducted according to JAMS’ Rules.    Any arbitral award determination shall be final and binding and may be entered as a judgment in a court of competent jurisdiction.  This  Agreement to arbitrate is freely negotiated between the parties hereto.

11.

Severability.  If any provision of this Agreement is found by JAMS to be invalid, illegal, or unenforceable in any respect, or enforceable only if modified, such finding shall not affect the validity of the remainder of this Agreement, which shall remain in full force and effect and continue to be binding on the parties hereto.

(a)

Ridge’s ADEA Waiver and release do not apply to any claims that may arise after him signing of this release;

(b)

has been represented in the preparation, negotiation, and execution of this Supplemental Release by legal counsel of his own choice or has elected not to retain legal counsel;

1.

Service as a Consultant.  Consultant shall provide transition and advisory services, as more fully described in Exhibit 1, to the members of the Company's Board of Directors (“Board”) and Chief Executive Officer on a non-exclusive basis and report to the Chief Executive Officer.  Such services shall be performed by Garry O. Ridge (“Contractor”), and Consultant may not assign, subcontract or delegate the services, the deliverables or the performance of any of Consultant’s obligations hereunder, or any portion thereof, without the prior written consent of the Company, which may be granted or withheld at the Company’s sole and absolute discretion.  Consultant (including Contractor) is an independent contractor (and not an employee) of the Company.  Neither Consultant nor Contractor shall have any power or authority to act for, represent or bind the Company or its subsidiaries or affiliates, except as may be agreed in writing by the Company and the Board.  Neither Consultant nor Contractor shall take any action that expresses or implies that either party has such power or authority.  Nothing in this Agreement shall be regarded or construed as creating any relationship, whether employer/employee, agency, association, partnership or otherwise, among the Company, Consultant and/or Contractor, other than an independent contractor relationship as set out herein.  

2.

Term.  This Agreement shall have a term commencing on the Effective Date and ending on June 30, 2023.  Sections 2 4, 5 and 6 shall survive expiration of this Agreement. 

3.

Fees and Expenses.  The Company shall pay Consultant a fee of $34,606 per month, which shall be paid within 30 days of receipt of Consultant’s invoice, for services provided during the preceding month.  The Company shall report all such payments to Consultant under this Agreement in a Form 1099 to The Learning Moment, Inc.  Consultant shall pay federal, state and local taxes (collectively, “taxes”) applicable to fees paid to Consultant.  The Company shall not be responsible for withholding or paying any income, payroll, Social Security or other taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on Consultant’s behalf.  The Company may file informational returns with federal and state agencies regarding payments made to Consultant.  The Company shall reimburse Consultant for reasonable out-of-pocket expenses incurred in connection with Consultant’s services, provided that any single expense more than $500 or monthly expense more than $1,000 in the aggregate requires written pre-approval by the Company, and Consultant shall provide appropriate documentation of expenses.    

4.

Confidential Information.

4.1

“Confidential Information” means confidential or proprietary technical, trade and business information furnished or disclosed by the Company to Consultant or Contractor, or discovered by Consultant or Contractor through any means, including observation, including, but not limited to, information about the Company’s employees, officers, directors, suppliers, customers, affiliates, businesses and business relationships; manufacturing processes and methods, operating technique, practice, course of dealing, plan or strategy, sources of supply, customer lists and markets; sales, profits, pricing, other financial data and know-how; financial projections, business plans, marketing plans and materials, logos and designs; personnel statistics; research; current and future products, designs, developments, capabilities, inventions, prototypes, methods and trade secrets; technical data, inventions, processes, formulae, franchises, and other trade secrets; and such other information normally understood to be confidential or otherwise designated as such in writing by the Company, as well as information discerned from, based on or relating to any of the foregoing which may be prepared or created by Consultant or Contractor after the Effective Date.  “Confidential Information”

shall not include information that is publicly available as of the date of this Agreement or information that subsequently becomes publicly available or generally known in the industry through no fault of Consultant, provided that such information shall be deemed Confidential Information until such time as it becomes publicly available or generally known.

4.2

Consultant agrees and acknowledges that the Confidential Information it may receive from the Company may contain material, non-public information.  Consultant accepts such information and hereby waives any obligations, representations or covenants of the Company which would prevent it, or any of its respective officers, directors, employees and agents, from providing Consultant with any material, non-public information regarding the Company.  Consultant further expressly consents to receiving such information from and on behalf of the Company. Consultant acknowledges and agrees that neither it nor any of its or Contractor’s household members will trade in the Company’s stock based upon any material, non-public information contained in the Confidential Information between the date Consultant or Contractor receives such information from the Company and until such information is no longer material or becomes public.

4.3

Consultant shall retain Confidential Information in trust for the sole benefit of the Company, its successors and assigns, and shall comply with the Company’s procedures to protect and preserve the confidentiality of any Confidential Information.  Consultant shall not at any time, directly or indirectly, divulge, use or permit the use of any Confidential Information, except as required by Consultant’s services under this Agreement.  Consultant shall employ reasonable steps to protect Confidential Information from unauthorized or inadvertent disclosure, including by Contractor.  Upon expiration or termination of this Agreement, Consultant shall promptly return tangible Confidential Information (whether written or electronic) to the Company, including copies thereof.

4.4

This Section 4 does not impact Section 12 of the Transition and Release Agreement between WD-40 Company and Garry O. Ridge dated March 11, 2022.

5.

Work For Hire.  Consultant as well as Contractor expressly acknowledge and agree that any work prepared by Consultant or Contractor under this Agreement shall be considered “work for hire” and the exclusive property of the Company unless otherwise specified.  To the extent such work may not be deemed a “work for hire” under applicable law, Consultant and Contractor hereby assign to the Company all of their right, title, and interest in and to such work.  Consultant and Contractor shall execute and deliver to the Company any instruments of transfer and take such other action that the Company may reasonably request, including, without limitation, executing and filing, at the Company’s expense, copyright applications, assignments, and other documents required for the protection of the Company’s rights to such materials.

6.

Other Provisions.  This Agreement constitutes the entire agreement and understanding of the parties, and supersedes previous agreements and understandings, whether oral or written, between the parties with respect to the matters set forth herein.  No provision of this Agreement may be amended, modified or waived, except in a writing signed by the parties.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision, and if any restriction in this Agreement is found to be unreasonable or unenforceable, then such restriction may amended or modified so it can be enforced.  Any dispute or claim arising out of or related to this Agreement shall be governed by California law and the FAA and submitted to and decided by binding arbitration in San Diego County, California, before a single JAMS arbitrator.  Any arbitral award determination shall be final and binding and may be entered as a judgment in a court of competent jurisdiction.  This Agreement to arbitrate is freely negotiated between the parties hereto.  Consultant hereby consents to the personal jurisdiction of the state and federal courts located in San Diego County, California for any action or proceeding arising from or relating to this Agreement or relating to any arbitration in which the parties are participants.  The Company and Consultant shall each pay one-half of the costs and expenses of such arbitration, and each shall separately pay its counsel fees and expenses unless otherwise required by law.