Exhibit 10.11


 


DIVERSEY
HOLDINGS, LTD.

SHARE Option Grant Notice

(2021 omnibus INCENTIVE PLAN)


 


Diversey Holdings, Ltd. (the “Company”),
pursuant to its 2021 Omnibus Incentive Plan (the “Plan”), hereby grants to Participant an option
to purchase 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 Share Option Grant Notice (this “Grant Notice”) and the Option
Agreement (attached hereto as Attachment I), the Plan, which has been made available to you,
and the Vesting Schedule (attached hereto as Attachment II), all of which are incorporated herein in their entirety. Capitalized
terms not otherwise defined herein but defined in the Plan or the Option Agreement will have the same meaning as in the Plan or
the Option 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:	

	Number of Shares Subject to Option:	

	Exercise Price (Per Share):	

	Expiration Date:	



 


	Type of Grant:	Nonqualified Share Option
	Exercise Schedule:	Same as Vesting Schedule
	Vesting Schedule:	Attached hereto as Attachment II



 


Additional Terms/Acknowledgements:
Participant acknowledges receipt of, and understands and agrees to, this Grant Notice, the Option Agreement and the Plan. Participant
acknowledges and agrees that this Grant Notice and the Option 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 Option Agreement and the Plan
set forth the entire agreement and understanding between Participant and the Company regarding this Award 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:
Option Agreement and Vesting Schedule


 






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Attachment
I


 


DIVERSEY
HOLDINGS, LTD.

2021 omnibus INCENTIVE PLAN


 


Nonqualified
Share Option Agreement


 


Pursuant to the Share
Option Grant Notice (the “Grant Notice”) and this Option Agreement (this “Agreement”),
Diversey Holdings, Ltd. (the “Company”) has granted you an Award under its 2021 Omnibus Incentive
Plan (the “Plan”) to purchase the number of Shares indicated in your Grant Notice at the exercise
price indicated in your Grant Notice. The Option is granted to you effective as of the date of grant set forth in the Grant Notice
(the “Date of Grant”). 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 option (this or your
 “Option”), in addition to those set forth in the Grant Notice and the Plan, are as follows:


 


1.            Vesting.
Subject to the limitations contained herein, your Option will vest as provided in your Grant Notice.
Vesting will cease upon your Termination. Upon your Termination, the portion of the Option that is 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.


 


2.            Number
of Shares and Exercise Price. The number of Shares subject to your Option and the exercise
price per share set forth in your Grant Notice will be adjusted from time to time for capitalization adjustments, as provided in
the Plan. Any additional shares that become subject to the Option pursuant to this Section 2, 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 shares covered by your Option. Notwithstanding the provisions of this Section 2, no
fractional Shares or rights for fractional Shares shall be created pursuant to this Section 2. Any fraction of a Share will
be rounded down to the nearest whole Share.


 


3.            Method
of Payment. You must pay the full amount of the exercise price for the shares you wish
to acquire upon exercise of the Option. You may pay the exercise price in a manner approved by the Committee and in accordance
with applicable law, which may include any of the following payment methods: (a) in immediately available funds in U.S. dollars,
or by certified or bank cashier’s check, (b) by delivery of Shares having an aggregate Fair Market Value equal to the
exercise price, (c) by a broker-assisted cashless exercise in accordance with procedures approved by the Committee, whereby
payment of the Option exercise price or tax withholding obligations may be satisfied, in whole or in part, with Shares subject
to the Option by delivery of an irrevocable direction to a securities broker (on a form prescribed by the Committee) to sell Shares
and to deliver all or part of the sale proceeds to the Company in payment of the aggregate exercise price and, if applicable, the
amount necessary to satisfy the Company’s withholding obligations, or (d) by any other means approved by the Committee.
Notwithstanding anything herein to the contrary, if the Committee determines that any form of payment available hereunder would
be in violation of Section 402 of the Sarbanes-Oxley Act of 2002, such form of payment shall not be available.


 






     


     


    

 


4.            Whole
Shares. You may exercise your Option only for whole Shares.


 


5.            Securities
Law Compliance. In no event may you exercise your Option unless the Shares issuable upon
exercise are then registered under the Securities Act or, if not registered, the Company has determined that your exercise and
the issuance of the shares would be exempt from the registration requirements of the Securities Act. The exercise of your Option
also must comply with all other applicable laws and regulations governing your Option and the Company’s policies, and you
may not exercise any portion of your Option if the Company determines that such exercise would not be in material compliance with
such laws, regulations or Company policies, if applicable.


 


6.            Term.
You may not exercise your Option before the Date of Grant or after the expiration of the Option’s
term. The term of your Option shall expire upon a Termination in accordance with Section 5(f) of the Plan, and such Section 5(f) of
the Plan is incorporated herein by reference and made a part hereof.


 


7.            Exercise.


 


(a)            You
may exercise the vested portion of your Option during its term by (i) completing such documents and/or procedures designated
by the Company, or a third party designated by the Company, for exercise, and (ii) paying the exercise price and any applicable
withholding taxes, together with such additional documents as the Company may then require.


 


(b)            By
exercising your Option, you agree that, as a condition to any exercise of your Option, the Company may require you to enter into
an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason
of (i) the exercise of your Option or (ii) the disposition of Shares acquired upon such exercise.


 


8.            Transferability
of Options. Except as set forth in the following sentences, your Option is not transferable,
except by will or by the laws of descent and distribution, and is exercisable during your life only by you. 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 and any broker designated by the Company to handle option exercises, designate a third party who, on your
death, will thereafter be entitled to exercise this Option and receive the Shares or other consideration resulting from such exercise.
In the absence of such a designation, your executor or administrator of your estate will be entitled to exercise this Option and
receive, on behalf of your estate, the Shares or other consideration resulting from such exercise


 


9.            Dividends.
You shall receive no benefit or adjustment to your Option 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.


 








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


 


11.          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.


 


12.          Withholding
Obligations.


 


(a)            At
the time you exercise your Option, in whole or in part, 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 exercise (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 exercise 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 exercise 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 Option with an aggregate Fair Market Value (measured as of the date of exercise)
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)            You
may not exercise your Option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly,
you may not be able to exercise your Option when desired even though your Option is vested, and the Company will have no obligation
to issue a certificate for such Shares or release such Shares from any escrow provided for herein, if applicable, unless such obligations
are satisfied.


 


(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.


 


13.          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 Option or
your other compensation. In particular, you acknowledge that this Option is exempt from Section 409A of the Code only if the
exercise price per share specified in the Grant Notice is at least equal to the “fair market value” per Share on the
Date of Grant, and there is no other impermissible deferral of compensation associated with the Option.


 






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14.          Notices.
Any notices provided for in your Option 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 Option by electronic means or to
request your consent to participate in the Plan by electronic means. By accepting this Option, 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.


 


15.          Governing
Plan Document. Your Option is subject to all the provisions of the Plan, the provisions
of which are hereby made a part of your Option, 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 Option 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.


 


16.          Clawback/Recoupment
Policy. Your Option (and any compensation paid or Shares issued under your Option) 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.


 


17.          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.


 


18.          Effect
On Other Employee Benefit Plans. The value of this Option 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.


 


19.          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 Option 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 Option, 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.


 






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20.          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.


 


21.          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.


 


22.          Miscellaneous.


 


(a)            The
rights and obligations of the Company under your Option 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 Option.


 


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


 


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


 






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Attachment
II


 


Vesting
Schedule


 


[To
be inserted]