EX-10.35



 Exhibit 10.35 

Summary of Non-Employee Director Compensation 

SITEONE LANDSCAPE SUPPLY, INC. 

(the “Company”) 

Provided that the Company’s IPO is completed, each non-employee director serving on the Company’s Board of Directors (the
“Board”) at such time or thereafter shall be entitled to receive:1 
  

	 	1.	Annual Cash Retainer. An annual cash retainer of $50,000. The annual cash retainer shall be paid quarterly in arrears on March 31, June 30, September 30, and December 31 for each
year. 

  

	 	2.	Committee Fees; Chair Fees. A cash retainer for serving on committees, as follows: 

  

	 	a.	a non-employee director serving as the chair of the Audit Committee shall receive an additional annual cash retainer of $25,000; 

  

	 	b.	a non-employee director serving as the chair of the Compensation Committee shall receive an additional annual cash retainer of $20,000; 


 

	 	c.	a non-employee director serving as the chair of the Nominating and Corporate Governance Committee will receive an additional annual cash retainer of $15,000; 


 

	 	d.	a non-employee director who is a member of the Audit Committee shall receive an additional annual cash retainer of $12,500; 

  

	 	e.	a non-employee director who is a member of the Compensation Committee shall receive an additional annual cash retainer of $10,000; and 


 

	 	f.	a non-employee director who is a member of the Nomination and Corporate Governance Committee shall receive an additional annual cash retainer of $7,500. 


Directors shall not receive additional fees for attending any Board or committee meetings. The cash retainer fees for serving on committees
shall be paid quarterly in arrears on March 31, June 30, September 30, and December 31 for each year. 
  

 

	1 	It is anticipated that each director who is employed by or affiliated with Clayton, Dubilier & Rice, LLC (“CD&R”) will assign all of the compensation the director is entitled to receive for
his services as a director to CD&R. 









	 	3.	Expense Reimbursement. Each director shall be reimbursed for reasonable expenses incurred in connection with attending Board meetings and committee meetings. 


 

	 	4.	Equity Retainer. An annual equity award of fully-vested deferred stock units with a fair market value equal to $80,000 on the date of the grant, as determined under the Company’s Equity Plan (as defined
below). Beginning with the Company’s first annual shareholder meeting after closing of the Company’s IPO, this annual grant of fully-vested deferred stock units shall be made on the day of the Company’s annual shareholder meeting as a
prospective award (i.e., for the coming year of service). Deferred stock units granted to non-employee directors shall be granted on a fully-vested basis but will not settle into the Company’s common stock until the earlier to occur of
(i) the director receiving the grant has ceased to serve as a non-employee director on the Board and (ii) a change in control within the parameters of Section 409A of the Internal Revenue Code of 1986, as amended (“Section
409A”). 

  

	 	5.	Compensation for Year of Offering. Each non-employee director who is serving on the Board on the closing date of the IPO will be entitled to a full year’s equity compensation for 2016 (i.e., the year of the
IPO), and a full quarter’s cash compensation for the quarter during which the IPO closes and subsequent quarters for the year (such cash compensation to be paid in arrears, as described above under paragraph 1). This equity award will be
granted on the closing date of the IPO, using the closing price of a share of the Company’s common stock on the closing date of the IPO. 

  

	 	6.	Compensation for New Directors. Any non-employee director who joins the Board after the closing date of the IPO will be entitled to prorated compensation, in both cash and equity, for the year in which he or she
joins the Board. Such a director’s initial equity award will be valued using the fair market value of a share of the Company’s common stock on the date of his or her appointment to the Board, as determined under the Company’s Equity
Plan. 

  

	 	7.	Deferral Election. Non-employee directors may also elect to convert all or a portion of their annual cash retainers, committee fees and chair fees into fully-vested deferred stock units using the fair market
value of a share of the Company’s common stock, as determined under the Company’s Equity Plan, on the payment date subject to deferral requirements of Section 409A. 


 

	 	8.	Omnibus Equity Incentive Plan. Deferred stock units for non-employee directors shall be granted under the SiteOne Landscape Supply, Inc. 2016 Omnibus Equity Incentive Plan (which the Company intends to adopt in
connection with its IPO), or a successor plan (the “Equity Plan”).