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Exhibit 10.1

AMENDMENT TO

EMPLOYMENT LETTER AGREEMENT

THIS AMENDMENT TO EMPLOYMENT LETTER AGREEMENT (“Amendment”) is made and entered into as of 13th day of October, 2009, by and between Acuity Specialty Products, Inc. and its parent, Zep Inc. (collectively, the “Company”), and John K. Morgan (“Executive”).

WHEREAS, Acuity Brands, Inc. and Executive previously entered into that certain Amended and Restated Letter Agreement, dated as of July 23, 2007 (“Employment Agreement”); and

WHEREAS, effective on or about October 31, 2007, the Company became the successor to Acuity Brands, Inc. and assumed the Employment Agreement; and

WHEREAS, the parties now wish to amend the Employment Agreement in certain respects as set forth herein.

NOW, THEREFORE, the Employment Agreement is hereby amended as follows:

1. Succession of the Company under the Employment Agreement . Effective as of October 31, 2007, Zep Inc. (“Zep”), then a wholly-owned subsidiary of Acuity Brands, Inc., was spun-off in a transaction pursuant to which Acuity Brands, Inc. distributed to its stockholders, all of the outstanding shares of the common stock of Zep. In connection with this spin-off, Acuity Specialty Products, Inc., a wholly-owned subsidiary of Zep (“Acuity Specialty Products”), became Executive’s employer, and the Company succeeded to all of the rights and obligations of Acuity Brands, Inc. under, and assumed, the Employment Agreement.

2. Provisions Relating to Healthcare Coverage . The Employment Agreement is hereby amended by adding the following language as a new Section 4.16, and by renumbering the current Section 4.16 as 4.17:

 

 

“4.16

Healthcare Coverage . Effective as of September 1, 2009, Executive will no longer participate in the Company&


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