Exhibit 10.13


 


DIVERSEY HOLDINGS, LTD.

Restricted SHARE 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 the number
of Restricted Shares set forth below (the “Restricted Shares” or “Award”). The Award is subject
to all of the terms and conditions as set forth in this Restricted Share Notice (this “Grant Notice”) and in
the Restricted Share 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 Restricted Share Agreement will have the same meaning
as in the Plan or the Restricted Share 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:	 
	Number of Restricted Shares Subject to the Award:	 


 





		Vesting Schedule:	[Time
or performance vesting criteria to be inserted].


 


Additional Terms/Acknowledgements:
Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the
Restricted Share Agreement and the Plan. Participant acknowledges and agrees that this Grant Notice and the Restricted Share 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 Restricted Share Agreement and the Plan set forth the entire agreement and understanding between
Participant and the Company regarding the Restricted Shares granted 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:
Restricted Share Agreement


 






    2 


     


    

 


Attachment
I


 


Diversey
holdings, ltd.

2021 omnibus incentive PLAN


 


RESTRICTED
SHARE Agreement


 


Pursuant to the Restricted
Share Grant Notice (the “Grant Notice”) and this Restricted Share Agreement (this “Agreement”),
Diversey Holdings, Ltd. (the “Company”) has granted you an Award of Restricted Shares, under its 2021 Omnibus
Incentive Plan (the “Plan”), for the number of Restricted 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 Shares (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 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 Shares that were not vested on the date of such Termination will be subject
to Section 6(c) of the Plan.


 


3.        Number
of Shares. The number of Restricted Shares comprising your Award may be adjusted from time to time for capitalization adjustments,
as provided in the Plan. Any additional Restricted Shares, cash or other property that become 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 Shares comprising 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. The issuance of the Restricted Shares must comply with all applicable laws and regulations governing the Award
and the Company’s policies, and you shall not receive such Restricted 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 the Restricted Shares vest, you may not transfer, pledge, sell or otherwise dispose of
this Award. For example, you may not use Restricted Shares as security for a loan.


 






    1 


     


    

 


6.        Lock-Up.
During the period commencing on the date of the consummation of the Company’s initial public offering (the “Closing”)
and continuing until the calendar date that is the second anniversary of the Closing (the “Restricted Period”),
you shall not (a) offer, sell, contract to sell, pledge, transfer, assign or otherwise dispose of (whether with or without
consideration and whether voluntarily, involuntarily or by operation of law) (any of the foregoing, a “Transfer”)
any Shares (including the Restricted Shares issued pursuant to this Agreement, even after such Restricted Shares have vested) held
by you (or any securities convertible into or exchangeable or exercisable for such Shares), whether now owned or hereinafter acquired
(collectively, the “Restricted Securities”), (b) enter into a transaction which would have the same effect
as any action described in the foregoing clause (a), or (c) enter into any swap, hedge or other arrangement that Transfers,
in whole or in part, any of the economic consequences or ownership of any Restricted Securities, in each case, unless consented
to in writing by the Board (provided, that, if any member of the Board at such time has been nominated by Bain Capital Fund XI,
L.P. (“Bain Capital”), pursuant to that certain Investor Rights Agreement, by and among the Company, Bain Capital
and the other parties thereto, such consent must include the affirmative vote of at least one such nominee). Notwithstanding the
foregoing, in the event that Bain Capital or any of its Affiliates sells Shares during the Restricted Period, you shall have the
right (but not the obligation) to participate in such sale transaction and Transfer up to such number of Restricted Securities
as would result in you having sold a percentage of the Shares held by you that is equal to the percentage of the Shares that is
sold by Bain Capital and its Affiliates (collectively) following the Closing (determined by reference to the number of Shares held
by you and Bain Capital (including its Affiliates), respectively, as of immediately following the Closing); provided, that, to
the extent it is not reasonably possible for you to Transfer your Shares in the same transaction as Bain Capital or its Affiliates,
you will be automatically released from the lock-up under this Section 6 solely with respect to the number of Shares that
you were not permitted to Transfer in such transaction (and such Shares shall cease to be Restricted Securities), with such release
effective as of immediately following the closing of such transaction.


 


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 Restricted
Shares issued hereunder shall be credited to a dividend book entry account on your behalf with respect to each Restricted Share
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 unrestricted Shares subject to this Award are released 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 granted to you, provided that such share dividends shall be paid in Shares at the same time that the unrestricted
Shares subject to this Award are delivered to you in accordance with the provisions hereof.]


 


8.        Restrictive
Legends. The Restricted Shares issued under your Award shall be endorsed with
appropriate legends, if applicable, as determined by the Company, including, without limitation, with respect to the lock-up provision
set forth in Section 6.


 


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.


 






    2 


     


    

 


10.            Withholding
Obligations.


 


(a)            On
or before the time the Restricted Shares comprising your Award vest, 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 unrestricted Shares to be released
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 unrestricted Shares to be released, by delivery of an irrevocable direction to a securities broker (on a form prescribed
by the Committee) to sell a portion of the unrestricted 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 unrestricted
Shares otherwise to be released to you in connection with the Award with an aggregate Fair Market Value (measured as of the date
of vesting) 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 release
to you any unrestricted Shares.


 


(c)      In
the event the Company’s obligation to withhold arises prior to the release of unrestricted Shares to you or it is determined
after the delivery of unrestricted 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.


 






    3 


     


    

 


13.            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.


 


14.            Clawback/Recoupment
Policy.  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.


 


15.            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.


 


16.            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.


 


17.            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.


 


18.            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.


 


19.            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.


 






    4 


     


    

 


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


 






    5