Exhibit 10.12


 


DIVERSEY HOLDINGS, LTD.

Restricted SHARE Unit Notice

(2021 omnibus INCENTIVE PLAN)


 


Diversey Holdings, Ltd. (the “Company”),
pursuant to its 2021 Omnibus Incentive Plan (the “Plan”), hereby grants to Participant an Award of Restricted
Share Units for the number of Shares set forth below (the “Award”). The Award is subject to all of the
terms and conditions as set forth in this Restricted Share Unit Notice (this “Grant Notice”) and in the
RSU Agreement (attached hereto as Attachment I) and the Plan, both of which are incorporated herein in their entirety. Capitalized
terms not otherwise defined herein but defined in the Plan or the RSU Agreement will have the same meaning as in the Plan or the
RSU Agreement. If there is any conflict between the terms in this Grant Notice and the Plan,
the terms of the Plan will control.


 


	Name of Participant:	

	Date of Grant:	

	Vesting Commencement Date:	

	[Performance Period:]	

	Number of Shares Subject to the Award:	



 


	Vesting Schedule:	[Time or performance vesting criteria to be inserted].
	 	 
	Issuance Schedule:	Subject to any adjustment as provided in Section 10(a) of the Plan, one Share will be issued for each Restricted Share Unit that vests, with the time of issuance set forth in Section ‎6 of the RSU Agreement.




 


Additional Terms/Acknowledgements:
Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the
RSU Agreement and the Plan. Participant acknowledges and agrees that this Grant Notice and the RSU Agreement may not be modified,
amended or revised except as provided in the Plan. Participant further acknowledges that, as of the Date of Grant, this Grant Notice,
the RSU Agreement and the Plan set forth the entire agreement and understanding between Participant and the Company regarding the
acquisition of Shares pursuant to the Award specified above and supersede all prior oral and written agreements, promises and/or
representations on that subject, with the exception of (i) Awards previously granted and delivered to the Participant, and
(ii) any clawback or other compensation recovery policy that is adopted by the Company or is otherwise required by applicable
law. By accepting this Award, Participant consents to receive such documents by electronic delivery and to participate in the Plan
through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.


 






     


     


    

 





	Diversey
    Holdings, Ltd.	 	Participant:
	 	 	 
	By:	 	 	 
	 	Signature	 	Signature
	Title:	 	 	Date:	             
	Date:	 	 	 


 


Attachments:
RSU Agreement


 












     - 2 -


     


    

 


Attachment
I


 


DIVERSEY HOLDINGS, LTD.

2021 omnibus INCENTIVE PLAN


 


RSU
Agreement


 


Pursuant to the Restricted
Share Unit Grant Notice (the “Grant Notice”) and this RSU Agreement (this “Agreement”),
Diversey Holdings, Ltd. (the “Company”) has granted you an Award of Restricted Share Units under
its 2021 Omnibus Incentive Plan (the “Plan”), with respect to the number of Shares indicated in the Grant
Notice. Capitalized terms not explicitly defined in this Agreement or in the Grant Notice but defined in the Plan will have the
same meaning as in the Plan.


 


If
there is any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control. The details
of your Award of Restricted Share Units (this or your “Award”), in addition to those set forth in the
Grant Notice and the Plan, are as follows:


 


1.            Grant
of the Award. This Award represents the right to be issued on a future date one (1) Share
for each Restricted Share Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section ‎3
below) as indicated in the Grant Notice. As of the Date of Grant, the Company will credit to a bookkeeping account maintained by
or on behalf of the Company for your benefit (the “Account”) the number of Shares subject to the Award.
This Award was granted in consideration of your services to the Company.


 


2.            Vesting.
Subject to the limitations contained herein, your Award will vest as provided in your Grant Notice.
Vesting will cease upon your Termination. Upon your Termination, the Restricted Share Units credited to the Account that were not
vested on the date of such Termination will be forfeited at no cost to the Company, and you will have no further right, title or
interest in or to such underlying Shares.


 


3.            Number
of Shares. The number of Shares subject to your Award may be adjusted from time to time
for capitalization adjustments, as provided in the Plan. Any additional Restricted Share Units, shares, cash or other property
that becomes subject to the Award pursuant to this Section ‎3, if any, shall be subject, in a manner determined
by the Committee, to the same forfeiture restrictions, restrictions on transferability and time and manner of delivery as applicable
to the other Restricted Share Units covered by your Award. Notwithstanding the provisions of this Section ‎3, no
fractional Shares or rights for fractional Shares shall be created pursuant to this Section ‎3. Any fraction of
a Share will be rounded down to the nearest whole Share.


 


4.            Securities
Law Compliance. You may not be issued any Shares under your Award unless the Shares underlying
the Restricted Share Units are then registered under the Securities Act or, if not registered, the Company has determined that
such issuance of the Shares would be exempt from the registration requirements of the Securities Act. The issuance of Shares must
also comply with all other applicable laws and regulations governing the Award and the Company’s policies, and you shall
not receive such Shares if the Company determines that such receipt would not be in material compliance with such laws, regulations
or Company policies, if applicable.


 






     


     


    

 


5.            Transfer
Restrictions. Prior to the time that Shares have been delivered to you, you may not transfer,
pledge, sell or otherwise dispose of this Award or the Shares issuable in respect of your Award, except that, upon receiving written
permission from the Committee or its duly authorized designee, you may, by delivering written notice to the Company, in a form
approved by the Company, designate a third party who, on your death, will thereafter be entitled to receive the Shares issuable
in respect of your Award, and in the absence of such a designation, your executor or administrator of your estate will be entitled
to receive any Shares or other consideration that vested but was not issued before your death. For example, you may not use Shares
that may be issued in respect of your Restricted Share Units as security for a loan. The restrictions on transfer set forth herein
will lapse upon delivery to you of Shares in respect of your vested Restricted Share Units.


 


6.            Date
of Issuance.


 


a.            The
issuance of Shares in respect of the Restricted Share Units is intended to comply with Treasury Regulation Section 1.409A-1(b)(4) and
will be construed and administered in such a manner. The Company shall issue to you one (1) Share for each Restricted Share
Unit that vests, if any, as soon as practicable following the applicable vesting date(s) (subject to any adjustment under
Section ‎3
above) and in any event within thirty (30) days following the vesting date.


 


b.            The
form of delivery (e.g., a share certificate or electronic entry evidencing such shares) shall be determined by the Company.


 


7.            Dividends.
[You shall receive no benefit or adjustment to your Award with respect to any cash dividend, share
dividend or other distribution that does not result from the adjustment provided in Section 10(a) of the Plan.][Cash
dividends on the number of Shares issuable hereunder shall be credited to a dividend book entry account on your behalf with respect
to each Restricted Share Unit granted to you, provided that such cash dividends shall not be deemed to be reinvested in Shares
and shall be held uninvested and without interest and paid in cash at the same time that the Shares underlying the Restricted Share
Units are delivered to you in accordance with the provisions hereof. Share dividends on Shares shall be credited to a dividend
book entry account on your behalf with respect to each Restricted Share Unit granted to you, provided that such share dividends
shall be paid in Shares at the same time that the Shares underlying the Restricted Share Units are delivered to you in accordance
with the provisions hereof. Except as otherwise provided herein, you shall have no rights as a shareholder with respect to any
Shares covered by any Restricted Share Unit unless and until you have become the holder of record of such Shares.]


 


8.            Restrictive
Legends. The Shares issued under your Award shall be endorsed with appropriate legends,
if applicable, as determined by the Company.


 


9.            Award
Not a Service Contract. This Agreement is not an employment or service contract, and nothing
in this Agreement will be deemed to create in any way whatsoever any obligation on your part to continue in the employ or service
of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment or service.


 






     


     


    

 


10.          Withholding
Obligations.


 


a.            On
or before the time you receive a distribution of the Shares underlying your Award, and at any other time as reasonably requested
by the Company in accordance with applicable tax laws, you hereby authorize any required withholding from the Shares issuable to
you and/or otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign
tax withholding obligations of the Company or any Affiliate that arise in connection with your Award (the “Withholding
Taxes”). Additionally, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the
Withholding Taxes obligation relating to your Award by any of the following means or by a combination of such means: (i) withholding
from any compensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment; (iii) permitting
or requiring you to enter into a “same day sale” commitment, whereby Withholding Taxes may be satisfied with a portion
of the Shares to be delivered in connection with your Restricted Share Units by delivery of an irrevocable direction to a securities
broker (on a form prescribed by the Committee) to sell a portion of the Shares and to deliver all or part of the sale proceeds
to the Company and/or its Affiliates in payment of the amount necessary to satisfy the Withholding Taxes obligation; (iv) withholding
Shares from the Shares issued or otherwise issuable to you in connection with the Award with an aggregate Fair Market Value (measured
as of the date Shares are issued to pursuant to Section ‎6) equal to the amount of such Withholding Taxes;
provided, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange
Act, if applicable, such share withholding procedure will be subject to the express prior approval of the Committee; or (v) such
other arrangements as are satisfactory to the Committee.


 


b.            Unless
the tax withholding obligations of the Company and/or any Affiliate are satisfied, the Company shall have no obligation to deliver
to you any Shares.


 


c.            In
the event the Company’s obligation to withhold arises prior to the delivery to you of Shares or it is determined after the
delivery of Shares to you that the amount of the Company’s withholding obligations was greater than the amount withheld by
the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.


 


11.          Tax
Consequences. You hereby agree that the Company does not have a duty to design or administer
the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You will not make any claim against
the Company, or any of its officers, directors, employees or Affiliates, related to tax liabilities arising from your Award or
your other compensation.


 


12.          Notices.
Any notices provided for in your Award or the Plan will be given in writing (including electronically) and will be deemed effectively
given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the
United States mail, postage prepaid, addressed to you at the last address you provided to the Company. The Company may, in its
sole discretion, decide to deliver any documents related to participation in the Plan and this Award by electronic means or to
request your consent to participate in the Plan by electronic means. By accepting this Award, you consent to receive such documents
by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the
Company or another third party designated by the Company.


 






     


     


    

 


13.          Unsecured
Obligation. Your Award is unfunded, and as a holder of a vested Award, you shall be considered
a general, unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares or other property
pursuant to this Agreement.


 


14.          Governing
Plan Document. Your Award is subject to all the provisions of the Plan, the provisions
of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations
which may from time to time be promulgated and adopted pursuant to the Plan. If there is any conflict between the provisions of
your Award and those of the Plan, the provisions of the Plan will control. This Agreement
shall be governed by and construed in accordance with the laws of the State of delaware. Any dispute, controversy or claim between
YOU and the Company arising out of or related to this Agreement shall be resolved by arbitration in accordance with THE PROVISIONS
RELATING TO ARBITRATION SET FORTH IN THe PLAN.


 


15.          Clawback/Recoupment
Policy.  Your Award
(and any compensation paid or Shares issued under your Award) is subject to recoupment in accordance with The Dodd-Frank Wall Street
Reform and Consumer Protection Act and any implementing regulations thereunder, any other clawback policy adopted by the Company
and any compensation recovery policy otherwise required by applicable law.


 


16.          Other
Documents. You hereby acknowledge receipt
of and the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities
Act, which includes the Plan prospectus.


 


17.          Effect
on Other Employee Benefit Plans. The value
of this Award will not be included as compensation, earnings, salaries or other similar terms used when calculating your benefits
under any employee benefit plan sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The
Company expressly reserves its rights to amend, modify or terminate any of the Company’s or any Affiliate’s employee
benefit plans.


 


18.          Voting
Rights. You will not have voting or any other
rights as a shareholder of the Company with respect to the Shares to be issued pursuant to this Award until such shares are issued
to you. Upon such issuance, you will obtain full voting and other rights as a shareholder of the Company. Nothing contained in
this Award, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary
relationship between you and the Company or any other person.


 


19.          Severability.
If all or any part of this Agreement or the Plan is declared by any court or governmental authority
to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared
to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid
shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to
the fullest extent possible while remaining lawful and valid.


 






     


     


    

 


20.          Data
Privacy. You explicitly and unambiguously consent to the collection, use and transfer,
in electronic or other form, of personal data as described in Section 20(g) of the Plan (such Section 20(g) of
the Plan is incorporated herein by reference and made a part hereof) by and among, as applicable, the Company, its Affiliates,
third-party administrator(s) and other possible recipients for the exclusive purpose of implementing, administering and managing
the Plan and Awards and your participation in the Plan. You acknowledge, understand and agree that Data may be transferred to third
parties, which will assist the Company with the implementation, administration and management of the Plan.


 


21.          Miscellaneous.


 


a.            The
rights and obligations of the Company under your Award will be transferable to any one or more persons or entities, and all covenants
and agreements hereunder will inure to the benefit of, and be enforceable by, the Company’s successors and assigns.


 


b.            You
agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company
to carry out the purposes or intent of your Award.


 


c.            You
acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel
prior to executing and accepting your Award and fully understand all provisions of your Award.


 


d.            This
Agreement will be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies
or national securities exchanges as may be required.


 


e.            All
obligations of the Company under the Plan and this Agreement will be binding on any successor to the Company, whether the existence
of such successor is the result of a direct or indirect purchase, merger, consolidation or other acquisition of all or substantially
all of the business and/or assets of the Company.


 


*        *        *


 


This RSU Agreement
will be deemed to be signed by you upon the signing by you of the Restricted Share Unit Grant Notice to which it is attached.