Exhibit 10.18


INDEMNIFICATION
AGREEMENT


THIS INDEMNIFICATION
AGREEMENT (this “Agreement”) is made and entered into as of [  ], 2021 between Diversey Holdings, Ltd.,
an exempted company incorporated in the Cayman Islands (the “Company”), and [   ] (“Indemnitee”).


 


WITNESSETH THAT:


 


WHEREAS, Indemnitee
is either a member of the board of directors of the Company (the “Board”) or an officer of the Company, or both,
and in such capacity or capacities is performing a valuable service for the Company;


 


WHEREAS, the Company
is aware that competent and experienced persons are increasingly reluctant to serve as directors or officers of corporations or
other business entities unless they are protected by comprehensive indemnification and liability insurance, due to increased exposure
to litigation costs and risks resulting from their service to such corporations, and because the exposure frequently bears no reasonable
relationship to the compensation of such directors and officers;


 


WHEREAS, the Board
of the Company has concluded that, to retain and attract talented and experienced individuals to serve or continue to serve as
officers or directors of the Company, and to encourage such individuals to take the business risks necessary for the success of
the Company, it is necessary for the Company contractually to indemnify directors and officers and to assume for itself to the
fullest extent permitted by law expenses and damages related to claims against such officers and directors in connection with their
service to the Company;


 


WHEREAS, the laws of
the Cayman Islands, under which the Company is organized, empower the Company to indemnify by agreement its officers, directors,
employees and agents, and persons who serve, at the request of the Company, as directors, officers, employees or agents of other
corporations or enterprises, and expressly provide that the indemnification provided by the laws of the Cayman Islands is not exclusive;


 


WHEREAS, the Company
desires and has requested the Indemnitee to serve or continue to serve as a director or officer of the Company free from undue
concern for claims for damages arising out of or related to such services to the Company; and


 


WHEREAS, Indemnitee
is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that
he or she be indemnified as herein provided;


 


WHEREAS, this Agreement
is a supplement to and in furtherance of the Amended and Restated Memorandum and Articles of Association of the Company (the “Charter”)
and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights
of Indemnitee thereunder;


 


WHEREAS, it is intended
that Indemnitee shall be paid promptly by the Company all amounts necessary to effectuate in full the indemnity provided herein;
and


 






     


     


    

 


[WHEREAS, Indemnitee
has certain rights to indemnification and/or insurance provided by Bain Capital Private Equity, LP (“Bain”)
or affiliates of Bain that Indemnitee and Bain intend to be secondary to the primary obligation of the Company to indemnify Indemnitee
as provided herein, with the Company’s acknowledgment of and agreement to the foregoing being a material condition to Indemnitee’s
willingness to serve as a director or in any other capacity for the Company and its subsidiaries.]1


 


NOW, THEREFORE, in
consideration of Indemnitee’s agreement to serve as a director or officer from and after the date hereof, the parties hereto
agree as follows:


 


1.             Indemnity
of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law,
as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality
thereof:


 


(a)            Proceedings
Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided
in this Section l(a) if, by reason of Indemnitee’s Corporate Status (as hereinafter defined), Indemnitee
is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by
or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Liabilities
and Expenses (each as hereinafter defined) actually incurred by or on behalf of Indemnitee, in connection with such Proceeding
or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in
or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe
Indemnitee’s conduct was unlawful.


 


(b)            Proceedings
by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if,
by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in
any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified
against all Liabilities and Expenses actually incurred by or on behalf of Indemnitee, in connection with such Proceeding if Indemnitee
acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company;
provided, however, if applicable law so provides, no indemnification against such Liabilities or Expenses shall be
made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to
the Company unless and to the extent that the Court of Chancery of the State of Delaware or other court of competent jurisdiction
shall determine that such indemnification may be made.


 


(c)            Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise,
in any Proceeding, Indemnitee shall be indemnified to the maximum extent permitted by law, as such may be amended from time
to time, against all Expenses actually incurred by or on behalf of Indemnitee in connection therewith. If Indemnitee is not wholly
successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues
or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually incurred by or on behalf of
Indemnitee in connection with each successfully resolved claim, issue or matter. For purposes of this Section 1(c) and
without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice,
shall be deemed to be a successful result as to such claim, issue or matter.


 





 






1       Bracketed
provisions apply only to Bain directors.


 






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2.             Additional
Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1
of this Agreement, the Company shall and hereby does, to the fullest extent permitted by applicable law, indemnify and hold harmless
Indemnitee against all Liabilities and Expenses actually incurred by or on behalf of Indemnitee if, by reason of Indemnitee’s
Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding
by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive
wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement,
other than those set forth in Section 9 hereof, shall be that the Company shall not be obligated to make any payment
to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6
and 7 hereof) to be unlawful.


 


3.             Contribution.


 


(a)           Whether
or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any Proceeding in which
the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), to the fullest extent permitted by applicable
law, the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such Proceeding without requiring
Indemnitee to contribute to such payment and the Company hereby irrevocably waives and relinquishes any right of contribution it
may have against Indemnitee.


 


(b)           Without
diminishing or impairing the obligations of the Company set forth in Section 3(a), if, for any reason, Indemnitee
shall elect or be required to pay all or any portion of any judgment or settlement in any Proceeding in which the Company is jointly
liable with Indemnitee (or would be if joined in such Proceeding), to the fullest extent permitted by applicable law, the Company
shall contribute to the amount of Liabilities and Expenses actually incurred and paid or payable by Indemnitee in proportion to
the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who
are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand,
from the transaction from which such Proceeding arose; provided, however, that the proportion determined on the basis of
relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the
Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or
would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that
resulted in such Liabilities or Expenses, as well as any other equitable considerations which applicable law may require to be
considered. The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who
are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand,
shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal
profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active
or passive.


 






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(c)            To
the fullest extent permitted by applicable law, the Company hereby agrees to fully indemnify and hold Indemnitee harmless from
any claims of contribution which may be brought by directors, officers or employees of the Company, other than Indemnitee, who
may be jointly liable with Indemnitee.


 


(d)            To
the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee
for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for Liabilities and/or for Expenses, in connection with any claim relating to a Proceeding under this Agreement, in such
proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the
relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause
to such Proceeding, and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and
Indemnitee in connection with such event(s) and/or transaction(s).


 


4.             Indemnification
for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable
law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness, or is made (or asked) to
respond to discovery requests, in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against
all Expenses actually incurred by or on behalf of Indemnitee in connection therewith.


 


5.             Advancement
of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance, to the extent not prohibited
by law, all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate
Status within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance
or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall
reasonably evidence the Expenses incurred by Indemnitee and shall, if and to the extent required by applicable law, include or
be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately
be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant
to this Section 5 shall be unsecured and interest free. In accordance with Sections 7(d) and 7(e) of
this Agreement, advances shall include any and all Expenses incurred pursuing an action to enforce this right of advancement, including
Expenses incurred preparing and forwarding statements to the Company to support the advances claimed.


 


6.             Procedures
and Presumptions for Determination of Entitlement to Indemnification. It is the intent of the parties to this Agreement to
secure for Indemnitee rights of indemnity that are as favorable as may be permitted by applicable law. Accordingly, the parties
agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled
to indemnification under this Agreement:


 






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(a)            To
obtain indemnification under this Agreement, Indemnitee shall submit to the Secretary of the Company (or, if the office of
Secretary is vacant or the Indemnitee is the Secretary, the then President) a written request, including therein or therewith such
documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to
what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request
for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing,
any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not
relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially
prejudices the interests of the Company.


 


(b)            Upon
written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination
with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods,
which shall be at the election of the Board: (1) by a majority vote of the Disinterested Directors (as hereinafter defined),
even though less than a quorum, (2) by a committee of Disinterested Directors designated by a majority vote of the Disinterested
Directors, even though less than a quorum, (3) if there are no Disinterested Directors, or if the Disinterested Directors
so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (4) if
so directed by the Board, by the stockholders of the Company; provided, however, that if a Change in Control has
occurred, the determination with respect to Indemnitee’s entitlement to indemnification shall be made by Independent Counsel.


 


(c)            In
the event the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall
be selected as provided in this Section 6(c). If a Change in Control has not occurred, the Independent Counsel shall
be selected by the Board (including a vote of a majority of the Disinterested Directors if obtainable), and the Company shall
give written notice to the Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. Indemnitee may,
within ten (10) days after such written notice of selection shall have been given, deliver to the Company a written objection
to such selection; provided, however, that such objection may be asserted only on the ground that the Independent
Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 12 of
this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and
timely objection, the Person (as hereinafter defined) so selected shall act as Independent Counsel. If a written objection is
made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection
is withdrawn or a court has determined that such objection is without merit. If a Change in Control has occurred, the Independent
Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board, in
which event the preceding sentence shall apply), and approved by the Board within twenty (20) days after notification by Indemnitee.
If (i) an Independent Counsel is to make the determination of entitlement pursuant to this Section 6, and (ii) within
twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof,
no Independent Counsel shall have been selected, either the Company or Indemnitee may petition the Court of Chancery of the State
of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by Indemnitee
to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a Person selected
by the court or by such other Person as the court shall designate, and the Person with respect to whom all objections are so resolved
or the Person so appointed shall act as Independent Counsel under Section 6(b) hereof. The Company shall pay
any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting
pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures
of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.


 






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(d)            In
making a determination with respect to entitlement to indemnification hereunder, the Person making such determination shall presume
that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the
burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by
its directors, Independent Counsel or stockholders) to have made a determination prior to the commencement of any action pursuant
to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct,
nor an actual determination by the Company (including by its directors, Independent Counsel or stockholders) that Indemnitee
has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not
met the applicable standard of conduct.


 


(e)            Indemnitee
shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise
(as hereinafter defined), including financial statements, or on information supplied to Indemnitee by the officers, directors,
managers, employees, agents or representatives of the Enterprise in the course of their duties, or on the advice of legal counsel
for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant
or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions,
or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes
of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 6(e) are
satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the
burden of proof and the burden of persuasion by clear and convincing evidence.


 


(f)             If
the Person empowered or selected under this Section 6 to determine whether Indemnitee is entitled to indemnification
shall not have made a determination within forty-five (45) days (or in the case of an advancement of Expenses in accordance with
Section 4, twenty (20) days; provided that Indemnitee has, if and to the extent required by applicable law,
delivered the undertaking contemplated in Section 4) after receipt by the Company of the request therefor, the requisite
determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification
under applicable law, and such right to indemnification shall be enforceable by Indemnitee in any court of competent jurisdiction;
provided that the foregoing provisions of this Section 6(f) shall not apply if the determination of entitlement
to indemnification is to be made by the stockholders pursuant to Section 6(b) of this Agreement and if (A) within
fifteen (15) days after receipt by the Company of the request for such determination, the Board or the Disinterested Directors,
if appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof to
be held within seventy-five (75) days after such receipt and such determination is made thereat, or (B) a special meeting
of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting
is held for such purpose within sixty (60) days after having been so called and such determination is made thereat.


 






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(g)            Indemnitee
shall reasonably cooperate with the Person making such determination with respect to Indemnitee’s entitlement to indemnification,
including providing to such Person upon reasonable advance request any documentation or information which is not privileged or
otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.
Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in good faith in making a determination
regarding Indemnitee’s entitlement to indemnification under this Agreement. Any Expenses incurred by Indemnitee in so cooperating
with the Person making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s
entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 


(h)           With
respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof the Company will be entitled
to participate therein at its own expense. The Company jointly with any other indemnifying party similarly notified will be entitled
to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee; provided, however, that the Company
shall not be entitled to assume the defense of any Proceeding if there has been a Change in Control or if Indemnitee shall have
reasonably concluded that there may be a conflict of interest between the Company and Indemnitee with respect to such Proceeding.
After notice from the Company to Indemnitee of its election to assume the defense thereof, the Company will not be liable to Indemnitee
under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with the defense thereof, other than reasonable
costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ Indemnitee’s own counsel
in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense
thereof shall be at the expense of Indemnitee unless:


 


(i)            the
employment of counsel by Indemnitee has been authorized by the Company;


 


(ii)           Indemnitee
shall have reasonably concluded that counsel engaged by the Company may not adequately represent Indemnitee due to, among other
things, actual or potential differing interests; or


 


(iii)          the
Company shall not in fact have employed counsel to assume the defense in such Proceeding or shall not in fact have assumed such
defense and be acting in connection therewith with reasonable diligence; in each of which cases the fees and expenses of such counsel
shall be at the expense of the Company.


 






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(i)             The
Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to
avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which Indemnitee is a party
is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such
action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has
been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden
of proof and the burden of persuasion by clear and convincing evidence. The Company shall not settle any Proceeding in any manner
unless such settlement (i) provides for a full and final release of all claims against Indemnitee and (ii) does not
impose any penalty or limitation on Indemnitee without Indemnitee’s written consent.


 


(j)             The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a
plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner
which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.


 


7.             Remedies
of Indemnitee.


 


(a)            Subject
to Section 9, in the event that (i) a determination is made pursuant to Section 6 of this Agreement
that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant
to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of
this Agreement within forty-five (45) days (or in the case of an advancement of Expenses in accordance with Section 4,
twenty (20) days; provided that Indemnitee has, if and to the extent required by applicable law, delivered the undertaking
contemplated in Section 4) after receipt by the Company of the request for indemnification, (iv) payment of indemnification
is not made pursuant to this Agreement within ten (10) days after receipt by the Company of a written request therefor or
(v) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is
entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee
shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction,
of Indemnitee’s entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee,
at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial
Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication
or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding
pursuant to this Section 7; provided, however, that the foregoing clause shall not apply in respect of
a proceeding brought by Indemnitee to enforce Indemnitee’s rights under Section 1(c) of this Agreement.
Except as set forth herein, the provisions of Delaware law (without regard to its conflict-of-law rules) shall apply to any such
arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 



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(b)            In
the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee
is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted
in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of the adverse
determination under Section 6(b). In any judicial proceeding or arbitration commenced pursuant to this Section 7, Indemnitee
shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proving Indemnitee
is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company may not refer to or introduce
into evidence any determination pursuant to Section 6(b) of this Agreement adverse to Indemnitee for any purpose.
If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 7 and it is determined in such
judicial proceeding or arbitration that Indemnitee must reimburse the Company for advance of expenses, Indemnitee shall not
be required to reimburse the Company for any advances pursuant to Section 5 until a final determination is made with
respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).


 





(c)            If
a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to
indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
misstatement not materially misleading, in connection with the application for indemnification, or (ii) a prohibition of such
indemnification under applicable law.


 


(d)            In
the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of Indemnitee’s rights under,
or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance
policies maintained by the Company, the Company shall pay on Indemnitee’s behalf, in advance, any and all Expenses (of the
types described in the definition of Expenses in Section 12 of this Agreement) actually incurred by Indemnitee in such
judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement
of expenses or insurance recovery, to the fullest extent permitted by applicable law.


 


(e)            The
Company shall, to the extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced
pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable
and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.
It is the intent of the Company that, to the fullest extent permitted by applicable law, Indemnitee not be required to incur
Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation
or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee
hereunder. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall advance,
to the extent not prohibited by law and in accordance with Section 5 of this Agreement, such Expenses to Indemnitee,
which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement of Expenses
from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained
by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of
Expenses or insurance recovery, as the case may be.


 



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(f)             Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be
required to be made prior to the final disposition of the Proceeding.


 


8.             Non-Exclusivity;
Survival of Rights; Insurance; [Primacy of Indemnification;]2
Subrogation.


 


(a)            The
rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of
any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, any agreement, a vote of stockholders,
a resolution of directors or otherwise, of the Company. No amendment, alteration or repeal of this Agreement or of any provision
hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by Indemnitee
in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable
law, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Charter
and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so
afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every
other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other right or remedy.


 


(b)


 


(i)       The
Company shall, if commercially reasonable, obtain and maintain in effect during the entire period described in Section 10
for which the Company is obligated to indemnify Indemnitee under this Agreement, one or more policies of insurance with reputable
insurance companies to provide the directors and officers of the Company with coverage for losses from wrongful acts and omissions
and to ensure the Company’s performance of its indemnification obligations under this Agreement (“D&O Insurance”);
provided, that in connection with a Change of Control that occurs prior to the termination of the period described in Section 10
for which the Company is obligated to indemnify Indemnitee, the Company shall instead purchase a six (6) year pre-paid “tail
policy” (a “Tail Policy”) on terms and conditions (in both amount and scope) providing substantially equivalent
benefits to Indemnitee as the D&O Insurance in effect as of the closing of the Change of Control (the “Change of Control
Closing Date”) with respect to matters arising on or prior to the earlier of (i) the Change of Control Closing Date
and (ii) the date on which Indemnitee ceased serving as a director, officer or fiduciary of the Company, any direct or indirect
subsidiary of the Company or of any other corporation, partnership, joint venture, trust or other enterprise at the express written
consent of the Company.


 


 


 






		2	Bracketed provisions apply only to Bain directors.



 



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(ii)          Indemnitee
shall be covered by such D&O Policies (including any Tail Policy) in accordance with its or their terms to the maximum extent
of the coverage available for any such officer or director under such D&O Policies. In all such D&O Policies, Indemnitee
shall be named as an insured in such a manner as to provide Indemnitee with the same rights and benefits as are accorded to the
most favorably insured of the Company’s directors and officers. At the time of the receipt of a notice of a claim pursuant
to the terms hereof, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance
with the procedures set forth in the respective D&O Policies. The Company shall thereafter take all necessary or desirable
action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance
with the terms of such D&O Policies.


 


(c)       [The
Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided
by Bain and certain of Bain’s affiliates that, directly or indirectly, (i) are controlled by, (ii) control or (iii) are
under common control with, Bain (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that
it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors
to advance Expenses or to provide indemnification for the same Liabilities or Expenses incurred by Indemnitee is secondary), (ii) that
it shall be required to advance the full amount of Expenses actually incurred by Indemnitee and shall be liable for the full amount
of all Liabilities and Expenses to the extent legally permitted and as required by the terms of this Agreement and the Charter
(or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund
Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims
against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further
agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee
has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution
and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company.
The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 8(c).]3


 


(d)        [Except
as provided in Section 8(c) above,]4
in the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee [(other than against the Fund Indemnitors)], who shall execute all papers required
and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company
to bring suit to enforce such rights.


 





 






		3	Bracketed provisions apply only to Bain directors.



 





		4	Bracketed provisions apply only to Bain directors.






 



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(e)         [Except
as provided in Section 8(c) above,]5
the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to
the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.


 


(f)          [Except
as provided in Section 8(c) above,]6
the Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of
the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses
from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.


 


9.          Exception
to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this
Agreement to make any indemnity in connection with any claim made against Indemnitee:


 


(a)         for
an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within
the meaning of Section 16(b) of the Exchange Act (as hereinafter defined), or similar provisions of state statutory law
or common law; or


 


(b)          for
reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee
from the sale of securities of the Company in each case as required under the Exchange Act; or


 


(c)           in
connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of
any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless
(i) the Company has joined in or the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation,
(ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under
applicable law, or (iii) the Proceeding is one to enforce Indemnitee’s rights under this Agreement.


 


10.          Duration
of Agreement. All agreements and obligations of the Company contained herein shall continue until and terminate upon the later
of (i) ten (10) years after the date that Indemnitee shall have ceased to serve as a director or officer of the Company
or a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise which Indemnitee served at the request of the Company, and (ii) one
(1) year after the final termination of any Proceeding (including any rights of appeal thereto) in respect of which Indemnitee
is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by Indemnitee pursuant
to Section 7 of this Agreement relating thereto (including any rights of appeal of any Section 7 Proceeding).


 


 






		5	Bracketed provisions apply only to Bain directors.





 


		6	Bracketed provisions apply only to Bain directors.





 



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11.           Security.
To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security
to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral.
Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.


 


12.           Definitions.
For purposes of this Agreement:


 


(a)           “Change
in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following
events:


 


(i)             Acquisition
of Stock by Third Party. Any Person, other than Bain or any of its respective affiliates and other than a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or a corporation owned directly or indirectly by the
stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the
 “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities, unless
the change in relative “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act) of the Company’s
securities by any Person results solely from a reduction in the aggregate number of outstanding securities entitled to vote generally
in the election of directors;


 


(ii)           Change
in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution
of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director
designated by a Person who has entered into an agreement with the Company to effect a transaction described in Section 12(b)(i),
12(b)(iii) or 12(b)(iv)) whose election by the Board or nomination for election by the Company’s stockholders
was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning
of the period or whose election or nomination for election was previously so approved or who was otherwise nominated by Bain or
any of its respective affiliates, cease for any reason to constitute at least a majority of the members of the Board;


 


(iii)           Corporate
Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or
consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation
continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity)
more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such
merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such
surviving entity; and


 



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(iv)          Liquidation.
The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement or series of agreements
for the sale or disposition by the Company of all or substantially all of the Company’s assets, or, if such approval is
not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series
of related transactions.


 


(b)          “Corporate
Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company,
any direct or indirect subsidiary of the Company, or of any other corporation, partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan, that such person is or was serving at the request of the Company; provided,
that any person that serves as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture,
trust or other enterprise, of at least 50% of whose equity interests are owned by the Company, shall be conclusively presumed to
be serving in such capacity at the request of the Company.


 


(c)          “Disinterested
Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification
is sought by Indemnitee.


 


(d)          “Enterprise”
shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise
that Indemnitee is or was serving at the express written request of the Company as a director, officer, trustee, partner, managing
member, employee, agent or fiduciary.


 


(e)            “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(f)           “Expenses”
shall include all reasonable direct and indirect costs, including attorneys’ fees, retainers, court costs, transcript costs,
fees of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone
charges, postage, delivery service fees, out-of-pocket expenses and other disbursements and expenses of the types customarily incurred
in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing
to be a witness in a Proceeding, responding to, or objecting to, a request to provide discovery in any Proceeding, or, to the fullest
extent permitted by applicable law, successfully establishing a right to indemnification under this Agreement, whether in whole
or part. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and any federal,
state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement,
including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal
bond or its equivalent. Expenses, however, shall not include any Liabilities.


 


(g)          “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither presently
is, nor in the past five (5) years has been, retained to represent: (i) the Company or Indemnitee in any matter material
to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under
similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification
hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any Person who, under the
applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company
or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable
fees and disbursements of the Independent Counsel referred to above and to fully indemnify such counsel against any and all expenses,
claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 



    14


     


    








 


(h)            “Liabilities”
shall mean damages, losses and liabilities of any type whatsoever, including, but not limited to, any judgments, fines, Employee
Retirement Income Security Act excise taxes and penalties, penalties and amounts paid in settlement (including all interest assessments
and other charges paid or payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement)
of any Proceeding.


 


(i)            “Person”
shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however,
that Person shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit
plan of the Company, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially
the same proportions as their ownership of stock of the Company.


 


(j)            “Proceeding”
includes any actual, threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened, pending or completed proceeding, and any appeal thereof, whether
brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee
was, is or will be involved as a party or otherwise, by reason of the Corporate Status of Indemnitee, by reason of any action taken
by Indemnitee or of any inaction on Indemnitee’s part while acting in such Corporate Status, or by reason of the fact that
Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation,
partnership, joint venture, trust or other enterprise; in each case whether or not Indemnitee is acting or serving in any such
capacity at the time any Liability or Expense is incurred for which indemnification can be provided under this Agreement; including
one pending on or before the date of this Agreement.


 


13.           Severability.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(i) the validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation,
each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal
or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and
shall remain enforceable to the fullest extent permitted by law; (ii) such provision or provisions shall be deemed reformed
to the fullest extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto;
and (iii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of
any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable,
that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to
the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision
shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.


 






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14.           Enforcement
and Binding Effect.


 


(a)          The
Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby
in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that
Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company.


 


(b)          Without
limiting any of the rights of Indemnitee under the Charter as it may be amended from time to time, this Agreement constitutes the
entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings,
oral, written and implied, between the parties hereto with respect to the subject matter hereof.


 


(c)            The
indemnification and advancement of expenses provided by, or granted pursuant to, this Agreement shall be binding upon and be enforceable
by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee
who has ceased to be a director, officer, employee or agent of the Company or of any other Enterprise at the Company’s request,
and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators
and other legal representatives.


 


(d)            The
Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all
or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to perform if no such succession had taken place.


 


(e)          The
Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate,
impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the
parties hereto agree that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof,
without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee
shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. The Company and Indemnitee
further agree that Indemnitee shall be entitled to such specific performance and injunctive relief, including temporary restraining
orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection
therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by the
court, and the Company hereby waives any such requirement of such a bond or undertaking.


 






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15.           Modification
and Waiver. No supplement, modification, waiver, termination or amendment of this Agreement shall be binding unless executed
in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute
a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


16.           Notice
By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any
summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may
be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation
which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially
prejudices the Company.


 


17.           Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile
if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (iii) five
(5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one
(1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification
of receipt. All communications shall be sent:


 


(a)            To
Indemnitee at the address set forth below Indemnitee’s signature hereto.


 


(b)            To
the Company at:


 


Diversey Holdings, Ltd.


1300 Altura Road, Suite 125


Fort Mill, South Carolina 29708


Attention: Chief Financial Officer


 


or to such other address as may have been furnished to Indemnitee
by the Company or to the Company by Indemnitee, as the case may be.


 


18.           Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature and in two
or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 


19.           Headings.
The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction thereof.


 






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20.            Governing
Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict-of-laws rules. Except with respect
to any arbitration commenced by Indemnitee pursuant to Section 7 of this Agreement, the Company and Indemnitee hereby
irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement
shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any
other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to
the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with
this Agreement, (iii) agree that service of process in any such action or proceeding may be effected by notice given pursuant
to Section 17 of this Agreement, (iv) waive any objection to the laying of venue of any such action or proceeding in
the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought
in the Delaware Court has been brought in an improper or inconvenient forum. The foregoing consent to jurisdiction shall not constitute
general consent to service of process in the state for any purpose except as provided above, and shall not be deemed to confer
rights on any Person other than the parties to this Agreement.


 


21.            Further
Action. The parties shall execute and deliver all documents, provide all information, and take or refrain from taking such
actions as may be necessary or appropriate to achieve the purposes of this Agreement.


 


[Signature page follows]


 









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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first written above.


 


	 	DIVERSEY HOLDINGS, LTD.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	INDEMNITEE
	 	 
	 	Name:	 
	 	 	 
	 	Address: