Exhibit 10.4


 





CONFIDENTIALITY
AGREEMENT


 


THIS AGREEMENT, effective
as of September 27, 2017 (the "Effective Date"), is made by and between Michael Del Priore of 91 Wellington Court,
Yorktown Heights, NY 10598 (hereinafter referred to as "MD"), and Diversey, Inc., a Delaware corporation,
on behalf of itself and its affiliates, with offices located at 2415 Cascade Blvd, Charlotte, NC 28273 (hereinafter referred to
as "DIVERSEY").


 


WHEREAS, DIVERSEY has
made an offer of employment (subject to the usual pre-employment checks and conditions) to MD for the position of Chief Information
Officer, with an employment start date of November 6, 2017.


 


WHEREAS, in advance of
MD commencing employment, DIVERSEY anticipates that it may disclose Confidential Information (as defined below) for a limited period
of time and for use by MD in connection with development of certain strategic business decisions relating to the business of DIVERSEY
("Purpose");


 


THEREFORE, for good and
valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, MD and DIVERSEY agree that the disclosure
of Confidential Information by DIVERSEY during the term of this Agreement shall be subject to the following terms and conditions:


 


		1.	MD shall hold in confidence any Confidential Information disclosed to it
hereunder, and will neither disclose the Confidential Information to a third party nor use the Confidential Information except
for the Purpose stated above.
	 	 	 



		2.	Subject to paragraph 5, Confidential Information under this Agreement will
include any type of nonpublic, confidential or trade secret information that DIVERSEY reasonably intends to keep confidential including,
information regarding DIVERSEY's business strategies, product formulations, structures, methods of manufacture and customer identity,
product requirements, data, know-how, processes, designs, sketches, photographs, plans, drawings, specifications, samples, reports,
customer lists, price lists, studies, findings, inventions, ideas or the like whether the disclosure is made in written, electronic
or other tangible form, orally or upon visual inspection. Confidential Information shall include any analysis, compilation, study
or other document to the extent based on or including DIVERSEY's other Confidential Information.
	 	 	 



For the purposes of this
paragraph 2, Confidential Information includes information relating to and/or disclosed by Bain Capital in its capacity as the
future owner of the Diversey business.


 


		3.	DIVERSEY shall not have any obligation to disclose its Confidential Information
and DIVERSEY shall determine what Confidential Information to disclose, if any, at its discretion.
	 	 	 



		4.	All papers, drawings or other tangible forms of Confidential Information
shall remain the property of DIVERSEY. Upon request of DIVERSEY, all Confidential Information, along with all copies thereof, shall
be returned to DIVERSEY or destroyed. Notwithstanding anything in this Agreement to the contrary, MD may retain Confidential Information
as and to the extent required by law, automatic back-up archiving practice, or pursuant to a bona-fide records retention policy,
provided that any Confidential Information so retained shall continue to be subject to the terms of this Agreement.






 






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		5.	The term "Confidential Information" shall not
include any information that:



 


		(a)	is at the time of disclosure hereunder in the public domain; or



 


		(b)	becomes at a later date reasonably available to the public through no fault of MD; or



 


		(c)	is in the possession of MD prior to disclosure hereunder and not subject
to any obligation as to confidentiality, as evidenced by (MD's) written or other tangible evidence; or



 


		(d)	is disclosed to MD by a third party that has an independent right to disclose the
                                                                information; or



 


		(e)	is independently developed by or on behalf of MD by individuals who had
no access to the information disclosed to recipient hereunder.



 


		6.	MD agrees not to analyze (or permit another to analyze)
any material provided to MD by DIVERSEY hereunder for any purpose including to determine the composition or structure of any such
material without the prior written permission of DIVERSEY.



 


		7.	Nothing hereunder shall be construed as granting or implying
any right in the Confidential Information or in any patents or inventions covered thereby.



 


		8.	The terms and conditions of this Agreement shall take
precedence over the terms and conditions on passes (or similar documents) required to enter DIVERSEY's facilities that relate
to Confidential Information.



 


		9.	Application of this Agreement shall be limited to Confidential
Information disclosed between the Effective Date and September 11, 2017 (the "Disclosure Period"). MD's confidentiality
and restricted use obligations shall terminate five (5) years from the end of the Disclosure Period, except that Confidential
Information regarding DIVERSEY business strategies, product formulations, structures, methods of manufacture, and/or customer
identity and product requirements shall remain subject to the obligations of confidentiality and restricted use until such Confidential
Information comes within one or more of the exceptions listed in paragraph 5.



 


		10.	Nothing in this Agreement shall be construed as creating
any joint venture, partnership, joint development, purchaser-seller or other relationship between the parties, or any obligation
to proceed with a business transaction or relationship.



 


		11.	This Agreement represents the entire agreement of the
parties with respect to the subject matter hereof and supersedes all prior oral or written agreements relating to such subject
matter.



 


		12.	No modifications to this Agreement shall be effective
unless in writing and signed by both parties.



 






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		13.	Nothing herein shall preclude MD from disclosing the
existence of this Agreement or any of the information disclosed if required by law. However, MD shall: give DIVERSEY prompt notice
of such disclosure, limit the disclosure of DIVERSEY's Confidential Information to only those items required to be disclosed;
and, reasonably cooperate with DIVERSEY's efforts to protect the confidential nature of DIVERSEY's Confidential Information.



 


		14.	This Agreement shall be
governed and construed in accordance with the laws of the State of North Carolina, U.S.A., excluding any conflict-of-laws provisions
thereof that would otherwise require the application of the law of any other jurisdiction.



 





	Michael Del Priore	 	DIVERSEY, INC.
	 	 	 	 	 
	By:	 /s/ Michael Del Priore	 	BY:	            
	 	 	 	 	 
	NAME: Michael Del Priore	 	NAME: William Meeker
	 	 	 
	 	 	 	TITLE: Global Human Resources






 



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9/27/2017


 


Michael Del Priore


xxxxx


xxxxx


 


Dear Michael,


 


We are pleased to confirm our offer of the position
with Diversey, Inc. as Chief Information Officer, in Charlotte, NC. This position will report to Ilham Kadri, President and CEO.


 


Your annual salary will be $375,000.00 and you
will be eligible to participant in the following incentive, optional, and relocation plans:


 


You will be eligible for 3 days of vacation in
2017 and 4 weeks thereafter until the normal advancement to 5 weeks.


 


Sign-On Bonus - You will receive a sign-on
bonus of $665,000. It is agreed 70% of the after-tax proceeds of the sign-on bonus will be used to co-invest with Bain
Capital in Diversey, Inc. Payment is subject to 100% clawback, without regard to withholding taxes, if you voluntarily
terminate your employment within 12 months from date of payout.


 


Annual Incentive Plan (MP). The bonus, pursuant to
the terms and conditions of the Annual Incentive Plan (AlP), is based upon achieving certain corporate financial and other goals
as well as other mutually agreed upon individual goals. Your first bonus eligible year will be fiscal year 2018, payable in March
2019. Your bonus target is 50% ($187,500) of your base salary, it will be subject to the terms of the plan. Upon acceptance you
will be provided with additional plan details.


 


Long-Term Incentive Plan fall)). You will participate
in the Long-Term Incentive Plan to be established by the ultimate holding vehicle of Diversey (Holdco). As you have previously
reviewed with Dr. Kadri and the Sponsor, you will receive an equity-based award equal to 1.4% of the equity pool, subject to the
terms of the LTIP. In addition, you will have the opportunity to voluntarily co-invest in Hoidco. It is anticipated that the grant
of the equity-based award and co-invest opportunity will occur at or promptly following the closing. The documentation relating
to the LTIP and co-invest opportunity are currently being developed by the Sponsor and Holdco.


 


You will be responsible for any income tax due in your country
of work and/or country of residence and you declare that you will take full responsibility to seek legal and tax advice in order
to understand your tax situation and your tax obligations in this respect.


 


We will be providing you with relocation assistance
to Charlotte, North Carolina area via our relocation vendor, NEI. In order to initiate relocation services, you will be required
to review and agree to the relocation repayment agreement (section A) of this offer letter.


 


 






      


     


    

 





 


Your anticipated start date will be 11/6/2017, and is
contingent upon maintaining a legal right to work in the United States and your successful completion of a pre-employment drug
screen and background investigation at the Company's expense. This will require your signature on a Disclosure 8c Consent form,
a Consent and Custody form, and a Non-Compete & Confidentiality Agreement.


 


In the event your employment is terminated by
Diversey for a reason other than "cause" (not due to death or disability) or you resign for "good reason,"
then subject to your timely execution and nonrevocation of a release of claims, provision of reasonable transition services and
compliance with restrictive covenants, you will receive severance in an amount equal to the sum of your then current base salary
and annual bonus target, to be paid in ratable installments over the 12-month period following such termination.


 


Please review the following information, which
can be helpful for a smooth transition into the Diversey Family:


 


		·	You
                                         will be paid semi-monthly each month, and we offer Electronic Funds Transfer (EFT).
	 	 	 



		·	Please
                                         have appropriate documentation available for inspection on your first day of work to
                                         establish your identity and confirm that you have a legal right to live and work in the
                                         United States. A list of appropriate documentation will be provided to you prior to your
                                         start date.
	 	 	 



		·	Upon
                                         reporting to work, you will be required to sign an employment agreement covering certain
                                         safeguards protecting the Company's competitive position. Unless otherwise advised, we
                                         assume that you have no contractual obligations that will prevent you from performing
                                         the full scope of your job assignments at Diversey Corporation.
	 	 	 



Michael, we believe that we offer a challenging,
growth-oriented environment, and hope that this opportunity meets with your goals and objectives. In order to formally accept
this offer, please provide your acceptance of this offer by September 28, 2017.


 


Please contact Bill Meeker should you have any
questions or concerns at 704-519-9579 or via email at bill.meeker@Diversey.com


 


Sincerely,


 


Dr. Ilham Kadri

President and CEO


Diversey, Inc.


 


	Signature:	/s/ Michael Del Priore	 




	 	Michael Del Priore	 




 






      


     


    





 


 


 


RELOCATION
REPAYMENT AGREEMENT


 


It is expected that new hires or transferring
employees moving under the applicable relocation policy (the "Policy") of Diversey, Inc. and its subsidiaries (collectively,
the "Company") and receiving payments or other covered expenses under that Policy (the "Relocation Expenses")
for such relocation intend to remain in the employment of the Company for a reasonable period of time. In the event that a new
hire or a transferring employee should leave the Company voluntarily or for cause (as defined below) before or within the first
24 months after (a) the initial date of employment (for new hire relocations) or (b) your work transfer start date (for transferring
employee relocations) (in either case, the "Agreement Start Date"), Relocation Expenses previously paid to or on behalf
of the employee must be reimbursed to the Company based on the schedule outlined below. These Relocation Expenses include, but
are not limited to, the following for both the disposition of the old residence and the purchase and/or lease of a new one:


 


Broker Fees


 


Relocation Expense Allowance


 


Equity Loss Payment


 


Transportation of Household Goods


 


Lease Disposition and Apartment Finding Fees


 


THEREFORE, in consideration for the Company providing
payment of Relocation Expenses incurred by me or on my behalf, I hereby agree to the terms of this Relocation Repayment Agreement
(the "Agreement"). I understand that if I do not sign this Agreement, I am not entitled to payment of Relocation Expenses
or the benefits set forth in the Policy.





 


Now,
therefore, the Company and Employee agree to the following terms:


 






    


     


    

 


 


 


If I voluntarily resign or my employment with
the Company is terminated for cause before or within twelve (12) months after the Agreement Start Date, I agree to repay the Company
100% of all costs and expenses incurred on my behalf or reimbursed to me, including any related federal, state or local taxes.
I further acknowledge and agree that the Company will immediately stop the process of any and all additional payments or benefits
otherwise due to me under the Policy.


 


If I voluntarily resign or my employment with
the Company is terminated for cause between twelve (12) months and twenty four (24) months after the date of the Agreement Start
Date, I agree to repay the Company 50% of all costs and expenses incurred on my behalf or reimbursed to me, including any related
federal, state or local taxes. I further acknowledge and agree that the Company will immediately stop the process of any and all
additional payments or benefits due to me under the Policy.


 


For purposes of this Agreement, "cause"
means any of the following, as determined by the Company: (i) my engaging in fraud, embezzlement, or theft in connection with my
duties or in the course of my employment; (ii) an act or omission by me that is willfully or grossly negligent, contrary to the
Company's established policies or practices, or materially harmful to the Company's business or reputation or to the business of
the Company's customers or suppliers as it relates to the Company; (iii) my plea of no contest to, or conviction of, a felony;
(iv) my substantial failure to perform my duties after receiving notice of the failure from the Company, which failure has not
been cured within 30 days after I receive notice of the failure; or (v) my breach of a restrictive covenant under any applicable
agreement with the Company.


 


I further agree that the Company may, to the
extent permitted by law, deduct from my pay any amounts due to me upon my voluntary resignation or termination for cause as partial
or total payment of reimbursement of Relocation Expenses. I agree that, in the event such amounts are insufficient to cover total
reimbursement, I will provide the Company with the additional funds required for the reimbursement within 30 days of such termination
of employment.


 


If I fail to make full reimbursement pursuant
to this Agreement within the specified time period, and should the Company be required to initiate legal action to recover the
reimbursement, I will be liable for any attorneys' fees and costs incurred by the Company to recover such reimbursement as well
as pre-judgment interest at the highest legal rate permissible, to the extent permitted by law.


 


I understand this Agreement
is legally binding upon me.


 






    


     


    

 





 


I FURTHER AGREE AND UNDERSTAND THAT NOTHING IN
THIS AGREEMENT SHOULD BE CONSTRUED AS ALTERING MY AT-WILL EMPLOYMENT STATUS WITH THE COMPANY. THAT IS, I UNDERSTAND AND AGREE THAT
THE EMPLOYMENT RELATIONSHIP CAN BE TERMINATED AT THE WILL OF MYSELF OR THE COMPANY; THAT IT CAN BE TERMINATED WITH OR WITHOUT CAUSE;
AND THAT IT CAN BE TERMINATED WITHOUT PRIOR NOTICE. NOTHING IN THIS AGREEMENT GUARANTEES MY EMPLOYMENT WITH THE COMPANY FOR ANY
DEFINITE PERIOD OF TIME.


 


I have carefully reviewed this
Agreement and, with a full and complete understanding of its terms, voluntarily accept all of its terms and conditions.


 


I have been given a full and
fair opportunity to discuss this matter with my attorney or advisor of my choice.


 


	Signature: 	/s/
    Michael Del Priore