Employment Agreement - WD-40 Co. and Thomas J. Tranchina



                             EMPLOYMENT AGREEMENT

     THIS AGREEMENT ('Agreement') is made on this 2nd day of August, 1999, 
between WD-40 COMPANY (hereinafter the 'Company') and THOMAS J. TRANCHINA 
(hereinafter the 'Executive').

                                  RECITALS:

     Whereas Executive has been employed by Company for a period of 
approximately one year, Company and Employee feel that it would be 
appropriate to memorialize the terms of the employment relationship.

         NOW THEREFORE, the parties agree as follows:

     A.  TERM OF EMPLOYMENT.

         1.  TERM: Company hereby employs Executive and Executive hereby 
accepts employment with Company for the period of three years (the 'Term') 
commencing with the Effective Date, subject however, to prior termination of 
this Agreement as hereinafter provided. Where used herein, 'Term' shall refer 
to the entire period of employment of Executive by Company, whether for the 
period provided above, or whether terminated earlier as hereinafter provided. 
Unless otherwise provided for by agreement of the parties, or action by the 
Board of Directors of the Company, this Agreement shall automatically renew 
for successive three year terms.

     B.  DUTIES OF EXECUTIVE.

         1.  DUTIES: Executive shall perform the duties of Chief Financial 
Officer subject to the powers by law vested in the Board of Directors and the 
Company's shareholders. During the Term, Executive shall perform exclusively 
the services herein contemplated to be

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performed by Executive faithfully, diligently and to the best of Executive's 
ability, in compliance with all applicable laws and Company's Articles of 
Incorporation and By-laws.

         2.  CONFLICTS OF INTEREST: Except as permitted by the prior written 
consent of the President of Company, Executive shall devote Executive's 
entire productive time, ability and attention to the business of Company 
during the Term, and Executive shall not directly or indirectly render any 
services of business, commercial or professional nature to any other person, 
firm or corporation, whether for compensation or otherwise, which are in 
conflict with Company's interests.

     C.  COMPENSATION.

         1.  SALARY: Commencing at the Effective Date for Executive's 
services hereunder, Company shall pay or cause to be paid as annual salary to 
Executive the amount of One Hundred Twenty-Six Thousand Dollars ($126,000.00) 
for the Term, to be prorated in the event this Agreement is in effect for 
only a portion of the year. Said salary shall be payable in equal 
installments in conformity with Company's normal payroll period. Executive's 
salary shall be reviewed by the President and the Board of Directors from time 
to time at their discretion, but at least annually, and Executive shall 
receive such salary increase as the Board of Directors, in its sole 
discretion, shall determine, evaluating such factors as job performance and 
profitability of the Company and the general rate of inflation.

         2.  BONUS: Executive and Company mutually agree that whatever annual 
incentive bonus Executive may receive from Company will be paid in the sole 
discretion of Company's Board of Directors based upon the Company's annually 
established bonus formula. The Company agrees to continue with a future bonus 
program for the benefit of Executive which is substantially consistent with 
the bonus formula in place for the initial year thereof.

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     D.  EXECUTIVE BENEFITS.

         1.  VACATION: Executive shall be entitled to fifteen days vacation 
annually. All vacation which is not taken during the year periods of the Term 
shall be accrued and carried forward in line with general vacation policy 
guidelines of the Company.

         2.  HEALTH INSURANCE BENEFITS: Executive shall be entitled to 
participate in medical, dental and other employee benefits pursuant to the 
established benefit plans of the Company.

         3.  OFFICE: Executive shall be furnished with an enclosed office for 
the performance of Executive's duties for Company.

         4.  LIFE INSURANCE: The Company shall also provide for the 
Executive, at Company's expense, a $126,000.00 group life insurance policy, 
or its equivalent. Company will also pay for the cost of an annual physical 
not covered by Insurance Program.

         5.  RETIREMENT PROGRAM: Executive shall be entitled to all benefits 
pursuant to the Long Term Retirement Program, if he is a party to such 
program.

         6.  STOCK OPTION PROGRAM: Executive shall participate in and be 
entitled to benefits of the Company Stock Option Program.

     E.  BUSINESS EXPENSES AND REIMBURSEMENT.

         1.  BUSINESS EXPENSES: Executive shall be entitled to reimbursement 
by Company for any ordinary and necessary business expenses incurred by 
Executive in the performance of Executive's duties and in acting for Company 
during the Term including, but not limited to, entertainment, meals, travel 
expenses, conventions, meetings, seminars, and clubs in accordance with 
company policy in effect at the time. Review of such expenses shall be 
conducted in accordance with existing Company policy.

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         2.  AUTOMOBILE: During the Term hereunder, Company shall provide 
Executive with an automobile allowance in the amount of Seven Hundred Fifty 
Dollars ($750.00) per month as reimbursement for Executive's business use of 
his personal automobile, or a Company vehicle in line with the then existing 
vehicle policy. In the event that the allowance is paid in lieu of providing 
an automobile, the dollar amount of the allowance shall be subject to 
adjustment to reflect any inflationary factors. Should Executive receive an 
automobile allowance rather than use of a Company vehicle, Company shall have 
no other responsibility or obligation with respect to the automobile expenses 
of Executive. Executive shall procure and maintain insurance coverage on said 
automobile. Company shall furnish Executive, at no cost to Executive, with 
parking at Company facilities.

     F.  TERMINATION.

         1.  TERMINATION: Company may terminate this Agreement at any time, 
without further obligation or liability to Executive, by action of the Board 
of Directors in the event that:

             (a)  Executive commits an act or acts of malfeasance or gross 
malfeasance in his duties; or

             (b)  Executive engages in illegal activity which materially 
adversely affects Company's reputation in the community or which evidences 
the lack of Executive's fitness or ability to perform Executive's duties as 
determined by the Board of Directors in good faith.

     Such termination shall not prejudice any remedy which Company may have 
at law, in equity, or under this Agreement. Termination pursuant to this 
section shall become effective immediately after notice of termination.

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         2.  EFFECT OF TERMINATION: In the event of the termination of this 
Agreement prior to the completion of the Term for any of the reasons 
specified in Section F.1 (a) or (b), Executive shall be entitled to the 
salary earned by Executive prior to the date of termination as provided for 
in this Agreement, computed pro rata up to and including that date, and 
accrued but unused vacation time, but Executive shall be entitled to no 
further compensation for services rendered after the date of termination, 
unless specifically agreed in writing between Company and Executive.

     G.  GENERAL PROVISIONS:

         1.  MERGER OR CORPORATE DISSOLUTION: In the event of a merger where 
Company is not the surviving corporation, in the event of a consolidation, or 
in the event of transfer of all or substantially all of the assets of 
Company, Company shall assign this Agreement and the benefits thereof to any 
person, association or corporation acquiring all or substantially all of its 
assets as an entity or to any corporation into which it shall be merged or 
consolidated. Company shall be unconditionally released from all of its 
duties and obligations hereunder upon such assignment if the assignee shall 
expressly and unconditionally assume and agree to perform all of the duties 
and obligations of Company hereunder, or upon Executive's refusal to consent 
to such assignment. Furthermore, upon such transfer, the Term of this 
agreement shall be extended for a period of three full years. Such extension 
of the Term of this agreement shall be effective on the date of the transfer 
or merger.

         2.  CHANGE OF CONTROL: In the event that more than 15% of the 
Company's outstanding capital stock is acquired in connection with a tender 
offer for shares of Company or

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other change in ownership resulting in a transfer of 15% or more of the 
Company's outstanding capital stock to a single entity, group or person, such 
ownership transfer shall be deemed a Change of Control.

         Should Executive be terminated without cause following a Change of 
Control, but during the Term of this agreement, then Executive shall be paid 
an amount equal to three times his average gross salary, including bonuses, 
for the five years immediately preceding such termination (or such lesser 
period during which Executive provided services to Company), less the sum of 
$100.00. In no event shall such payments exceed the limitations set forth in 
Internal Revenue Code Section 288G(d)(2).
       
         3.  EFFECTIVE DATE: The effective date of this Agreement shall be 
2nd August, 1999.

         4.  TRADE SECRETS: During the Term, Executive will have access to 
and become acquainted with what Executive and Company acknowledge as trade 
secrets, to wit, knowledge or data concerning Company, including knowledge 
of financial condition, their financial needs, as well as their methods of 
doing business. Executive shall not disclose any of the aforesaid trade 
secrets, directly or indirectly, or use them in any way, either during the 
Term or thereafter.

         5.  RETURN OF DOCUMENTS AND PROPERTY: Executive expressly agrees 
that all manuals, documents, files, reports, studies, instruments, equipment, 
Company property or other materials used and/or developed by Executive during 
the Term are solely the property of Company, and that Executive has no right, 
title or interest therein. Upon termination of this Agreement, Executive or 
Executive's representative shall promptly deliver possession of all of said 
property to Company in good condition.

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         6.  NOTICES: Any notice, request, demand or other communication 
required or permitted hereunder shall be deemed to be properly given when 
personally served in writing, when deposited in the United States mail, 
postage prepaid, or when communicated to a public telegraph company for 
transmittal, addressed to the Company at its head office location or the 
Executive at their last known address. Either party may change its address by 
written notice in accordance with this section.

         7.  BENEFIT OF AGREEMENT: This Agreement shall inure to the benefit 
of and be binding upon the parties hereto and their respective executors, 
administrators, successors and assigns.

         8.  APPLICABLE LAW: Except to the extent governed by the laws of the 
United States, this Agreement is to be governed by and construed under the 
laws of the State of California.

         9.  CAPTIONS AND PARAGRAPH HEADINGS: Captions and paragraph headings 
used herein are for convenience only and are not a part of this Agreement 
and shall not be used in construing it.

         10.  INVALID PROVISIONS: Should any provision of this Agreement for 
any reason be declared invalid, void or unenforceable by a court of competent 
jurisdiction, the validity and binding effect of any remaining portion shall 
not be affected, and the remaining portions of this Agreement shall remain in 
full force and effect as if this Agreement had been executed with said 
provision eliminated.

         11.  ENTIRE AGREEMENT: This Agreement contains the entire agreement 
of the parties. It supersedes any and all other agreements, either oral or in 
writing, between the parties hereto with respect to the employment of 
Executive by Company. Each party to this Agreement

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acknowledges that no representations, inducements, promises, or agreements, 
oral or otherwise, have been made by any party, or anyone acting on behalf of 
any party, which are not embodied herein, and that no other agreement, 
statement, or promise not contained in this Agreement shall be valid or 
binding. This Agreement may not be modified or amended by oral agreement, but 
only by any agreement in writing signed by Company and Executive.

         12.  ATTORNEYS' FEES: If any action, including arbitration, is 
brought to enforce this Agreement or to determine the relative rights and 
obligations of either of its parties and a ruling is obtained in favor of 
either party, regardless of which party institutes the actions, the 
prevailing party will be entitled to reasonable attorneys' fees.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as 
of the day and year first above written.

'COMPANY'                              'EXECUTIVE'
WD-40 COMPANY

By /s/ Garry O. Ridge              /s/ Thomas J. Tranchina
  -------------------              -----------------------
       GARRY O. RIDGE, President       THOMAS J. TRANCHINA

By /s/ John B. Sidell
  -------------------
       JOHN B. SIDELL,
     Assistant Secretary

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