{"id":39706,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-wd-40-co-and-garry-o-ridge.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-wd-40-co-and-garry-o-ridge","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-wd-40-co-and-garry-o-ridge.html","title":{"rendered":"Employment Agreement &#8211; WD-40 Co. and Garry O. Ridge"},"content":{"rendered":"<pre>\n\n                             EMPLOYMENT AGREEMENT\n\n     THIS AGREEMENT ('Agreement') is made on this 2nd day of August, 1999, \nbetween WD-40 COMPANY (hereinafter the 'Company') and GARRY O. RIDGE \n(hereinafter the 'Executive').\n\n                                  RECITALS:\n\n     Whereas Executive has been employed by Company for a period of years. \nCompany and Employee feel that it would be appropriate to memorialize the \nterms of the employment relationship.\n\n         NOW THEREFORE, the parties agree as follows:\n\n     A.  TERM OF EMPLOYMENT.\n\n         1.  TERM: Company hereby employs Executive and Executive hereby \naccepts employment with Company for the period of three years (the 'Term') \ncommencing with the Effective Date, subject however, to prior termination of \nthis Agreement as hereinafter provided. Where used herein, 'Term' shall refer \nto the entire period of employment of Executive by Company, whether for the \nperiod provided above, or whether terminated earlier as hereinafter provided. \nUnless otherwise provided for by agreement of the parties, or action by the \nBoard of Directors of the Company, this Agreement shall automatically renew \nfor successive three year terms.\n\n     B.  DUTIES OF EXECUTIVE.\n\n         1.  DUTIES: Executive shall perform the duties of President and \nChief Executive Officer subject to the powers by law vested in the Board of \nDirectors and the Company's shareholders. During the Term, Executive shall \nperform exclusively the services\n\n                                      -1-  \n\n\n\nherein contemplated to be performed by Executive faithfully, diligently and \nto the best of Executive's ability, in compliance with all applicable laws \nand Company's Articles of Incorporation and By-laws.\n\n         2.  CONFLICTS OF INTEREST: Except as permitted by the prior written \nconsent of the Board of Directors of Company, Executive shall devote \nExecutive's entire productive time, ability and attention to the business of \nCompany during the Term, and Executive shall not directly or indirectly \nrender any services of business, commercial or professional nature to any \nother person, firm or corporation, whether for compensation or otherwise, \nwhich are in conflict with Company's interests.\n\n     C.  COMPENSATION.\n\n         1.  SALARY: Commencing at the Effective Date for Executive's services \nhereunder, Company shall pay or cause to be paid as annual salary to \nExecutive the amount of Two Hundred Seventy-Five Thousand Dollars ($275,000.00)\nfor the Term, to be prorated in the event this Agreement is in effect for \nonly a portion of the year. Said salary shall be payable in equal \ninstallments in conformity with Company's normal payroll period. Executive's \nsalary shall be reviewed by the Board of Directors from time to time at its \ndiscretion, but at least annually, and Executive shall receive such salary \nincrease as the Board of Directors, in its sole discretion, shall determine, \nevaluating such factors as job performance and profitability of the Company and \nthe general rate of inflation.\n\n         2.  BONUS: Executive and Company mutually agree that whatever annual \nincentive bonus Executive may receive from Company will be paid in the sole \ndiscretion of Company's Board of Directors based upon the Company's annually \nestablished bonus formula. \n\n                                      -2-\n\n\n\nThe Company agrees to continue with a future bonus program for the benefit of \nExecutive which is substantially consistent with the bonus formula in place \nfor the initial year hereof.\n\n     D.  EXECUTIVE BENEFITS:\n\n         1.  VACATION: Executive shall be entitled to twenty days vacation. \nAll vacation which is not taken during the year periods of the Term shall be \naccrued and carried forward in line with general vacation policy guidelines \nof the Company.\n\n         2.  HEALTH INSURANCE BENEFITS: Executive shall be entitled to \nparticipate in medical, dental and other employee benefits pursuant to the \nestablished benefit plans of the Company. \n\n         3.  OFFICE: Executive shall be furnished with an enclosed office for \nthe performance of Executive's duties for Company.\n\n         4.  LIFE INSURANCE: The Company shall also provide for the \nExecutive, at Company's expense, a $200,000.00 group life insurance policy, \nor its equivalent. Company will also pay for the cost of an annual physical \nnot covered by Insurance Program.\n\n         5.  RETIREMENT PROGRAM: Executive shall be entitled to all benefits \npursuant to the Long Term Retirement Program, if he is a party to such \nprogram.\n\n         6.  STOCK OPTION PROGRAM: Executive shall participate in and be \nentitled to benefits of the Company Stock Option Program.\n\n     E.  BUSINESS EXPENSES AND REIMBURSEMENT.\n\n         1.  BUSINESS EXPENSES: Executive shall be entitled to reimbursement \nby Company for any ordinary and necessary business expenses incurred by \nExecutive in the performance of Executive's duties and in acting for Company \nduring the Term including, but not limited to, entertainment, meals, travel \nexpenses, conventions, meetings, seminars, and clubs in\n\n                                      -3-\n\n\n\naccordance with company policy in effect at the time. Review of such expenses \nshall be conducted in accordance with existing Company policy.\n\n         2.  AUTOMOBILE: During the Term hereunder, Company shall provide \nExecutive with an automobile allowance in the amount of Eight Hundred Fifty \nDollars ($850.00) per month as reimbursement for Executive's business use of \nhis personal automobile, or a Company vehicle in line with the then existing \nvehicle policy. In the event that the allowance is paid in lieu of providing \nan automobile, the dollar amount of the allowance shall be subject to \nadjustment to reflect any inflationary factors. Should Executive receive an \nautomobile allowance rather than use of a Company vehicle, Company shall have \nno other responsibility or obligation with respect to the automobile expenses \nof Executive. Executive shall procure and maintain insurance coverage on said \nautomobile. Company shall furnish Executive, at no cost to Executive, with \nparking at Company facilities.\n\n     F.  TERMINATION.\n\n         1.  TERMINATION: Company may terminate this Agreement at any time, \nwithout further obligation or liability to Executive, by action of the Board \nof Directors in the event that:\n\n            (a)  Executive commits an act or acts of malfeasance or gross \nmalfeasance in his duties; or\n\n            (b)  Executive engages in illegal activity which materially \nadversely affects Company's reputation in the community or which evidences \nthe lack of Executive's fitness or ability to perform Executive's duties as \ndetermined by the Board of Directors in good faith.\n\n                                      -4-\n\n\n\n     Such termination shall not prejudice any remedy which Company may have \nat law, in equity, or under this Agreement. Termination pursuant to this \nsection shall become effective immediately after notice of termination.\n\n         2.  EFFECT OF TERMINATION: In the event of the termination of this \nAgreement prior to the completion of the Term for any of the reasons \nspecified in Section F.1 (a) or (b), Executive shall be entitled to the \nsalary earned by Executive prior to the date of termination as provided for \nin this Agreement, computed pro rata up to and including that date, and \naccrued but unused vacation time, but Executive shall be entitled to no \nfurther compensation for services rendered after the date of termination, \nunless specifically agreed in writing between Company and Executive.\n\n     G.  GENERAL PROVISIONS:\n\n         1.  MERGER OR CORPORATE DISSOLUTION: In the event of a merger where \nCompany is not the surviving corporation, in the event of a consolidation, or \nin the event of a transfer of all or substantially all of the assets of \nCompany, Company shall assign this Agreement and the benefits thereof to any \nperson, association or corporation acquiring all or substantially all of its \nassets as an entity or to any corporation into which it shall be merged or \nconsolidated. Company shall be unconditionally released from all of its \nduties and obligations hereunder upon such assignment if the assignee shall \nexpressly and unconditionally assume and agree to perform all of the duties \nand obligations of Company hereunder, or upon Executive's refusal to consent \nto such assignment. Furthermore, upon such transfer, the Term of this \nagreement shall be extended for a period of three full years. Such extension \nof the Term of this agreement shall be effective on the date of the transfer \nor merger.\n\n                                      -5-\n\n\n\n         2.  CHANGE OF CONTROL: In the event that more than 15% of the \nCompany's outstanding capital stock is acquired in connection with a tender \noffer for shares of Company or other change in ownership resulting in a \ntransfer of 15% or more of the Company's outstanding capital stock to a \nsingle entity, group or person, such ownership transfer shall be deemed a \nChange of Control.:\n\n         Should Executive be terminated without cause following a Change of \nControl, but during the Term of this agreement, then Executive shall be paid \nan amount equal to three times his average gross salary, including bonuses, \nfor the five years immediately preceeding such termination, less the sum of \n$100.00 (or such lesser period during which Executive provided services to \nCompany). In no event shall such payments exceed the limitations set forth in \nInternal Revenue Code Section 280G(d)(2).\n\n         3.  EFFECTIVE DATE: The effective date of this Agreement shall be \nAugust 2nd, 1999.\n\n         4.  TRADE SECRETS: During the Term, Executive will have access to \nand become acquainted with what Executive and Company acknowledge as trade \nsecrets, to wit, knowledge or data concerning Company, including knowledge of \ntheir financial condition, their financial needs, as well as their methods of \ndoing business. Executive shall not disclose any of the aforesaid trade \nsecrets, directly or indirectly, or use them in any way, either during the \nTerm or thereafter.\n\n         5.  RETURN OF DOCUMENTS AND PROPERTY: Executive expressly agrees \nthat all manuals, documents, files, reports, studies, instruments, equipment, \nCompany property or other materials used and\/or developed by Executive during \nthe Term are solely the property of Company, and that Executive has no right, \ntitle or interest therein. Upon termination of this\n\n                                      -6-\n\n\n\nAgreement, Executive or Executive's representative shall promptly deliver \npossession of all of said property to Company in good condition.\n\n         6.  NOTICES: Any notice, request, demand or other communication \nrequired or permitted hereunder shall be deemed to be properly given when \npersonally served in writing, when deposited in the United States mail, \npostage prepaid, or when communicated to a public telegraph company for \ntransmittal, addressed to the Company at its head office location or the \nExecutive at their last known address. Either party may change its address by \nwritten notice in accordance with this section.\n\n         7.  BENEFIT OF AGREEMENT: This Agreement shall inure to the benefit \nof and be binding upon the parties hereto and their respective executors, \nadministrators, successors and assigns.\n\n         8.  APPLICABLE LAW: Except to the extent governed by the laws of the \nUnited States, this Agreement is to be governed by and construed under the \nlaws of the State of California.\n\n         9.  CAPTIONS AND PARAGRAPH HEADINGS: Captions and paragraph headings \nused herein are for convenience only and are not a part of this Agreement and \nshall not be used in construing it.\n\n         10.  INVALID PROVISIONS: Should any provision of this Agreement for \nany reason be declared invalid, void or unenforceable by a court of competent \njurisdiction, the validity and binding effect of any remaining portion shall \nnot be affected, and the remaining portions of this Agreement shall remain in \nfull force and effect as if this Agreement had been executed with said \nprovision eliminated.\n\n                                      -7-\n\n\n\n         11.  ENTIRE AGREEMENT: This Agreement contains the entire agreement \nof the parties. It supersedes any and all other agreements, either oral or in \nwriting, between the parties hereto with respect to the employment of \nExecutive by Company. Each party to this Agreement acknowledges that no \nrepresentations, inducements, promises, or agreements, oral or otherwise, \nhave been made by any party, or anyone acting on behalf of any party, which \nare not embodied herein, and that no other agreement, statement, or promise \nnot contained in this Agreement shall be valid or binding. This Agreement may \nnot be modified or amended by oral agreement, but only by any agreement in \nwriting signed by Company and Executive.\n \n         12.  ATTORNEYS' FEES: If any action, including arbitration, is \nbrought to enforce this Agreement or to determine the relative rights and \nobligations of either of its parties and a ruling is obtained in favor of \neither party, regardless of which party institutes the actions, the \nprevailing party will be entitled to reasonable attorneys' fees.\n\n     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as \nof the day and year first above written.\n\n'COMPANY'                              'EXECUTIVE'\nWD-40 COMPANY\n\nBy \/s\/ Garry O. Ridge              \/s\/ Garry O. Ridge\n  -------------------              ------------------\n       GARRY O. RIDGE, President       GARRY O. RIDGE\n\nBy \/s\/ John B. Sidell\n  -------------------\n       JOHN B. SIDELL,\n     Assistant Secretary\n\n                                      -8-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9300],"corporate_contracts_industries":[9395],"corporate_contracts_types":[9539,9544],"class_list":["post-39706","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-wd-40-co","corporate_contracts_industries-consumer__cleaning","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39706","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39706"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39706"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39706"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39706"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}