EX-10.41




 Exhibit 10.41 

SEPARATION BENEFIT AGREEMENT 

This Separation Benefit Agreement (this “Agreement”), dated as of August 17, 2015, is entered into by and between Briley
Brisendine (the “Executive”) and John Deere Landscapes LLC, a Delaware limited liability company (the “Company”), and CD&R Landscapes Parent, Inc., a Delaware corporation (“Parent”), Capitalized
terms that are used but not otherwise defined have the meanings set forth in Section 4. 
 W I T N
E S S E T H: 
 WHEREAS, Parent and the Company desire to employ the Executive as their Executive
Vice President and General Counsel (effective September 8, 2015) and the Executive desires to provide services to Parent and the Company in such capacity, in each case pursuant to the terms and conditions set forth in this Agreement. 

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and intending to be legally bound hereby, the parties
hereto agree as follows: 
 1. Nature of Employment 

Subject to Section 3, effective as of the Effective Date and continuing during the Term of Employment, Parent and the Company shall
employ the Executive, and the Executive agrees to accept employment, as the General Counsel of Parent and the Company and in such positions to undertake the duties and responsibilities commensurate with such positions and as may be reasonably
assigned to the Executive from time to time by the Chief Executive Officer of the Company (the “CEO”) on the terms and subject to the conditions set forth in this Agreement. During the Term of Employment, the Executive shall
report directly to the CEO. 
 2. Extent of Employment 

(a) During the Term of Employment, the Executive shall perform his obligations hereunder faithfully and to the best of his ability, under the
direction of the CEO, and shall abide by the policies from time to time established by the Company. 
 (b) During the Term of Employment,
the Executive shall devote all of his business time, energy and skill as may be reasonably necessary for the performance of his duties, responsibilities and obligations hereunder (except for vacation periods and reasonable periods of illness or
other incapacity). 








 3. Term of Employment; Termination 

(a) The “Term of Employment” shall commence on September 8, 2015 or such other date mutually agreed between the Executive and
the CEO (the “Effective Date”) and shall continue until the Executive’s employment is terminated by the Company pursuant to Section 3(b) or by the Executive pursuant to Section 3(c). 

(b) Subject to the payments contemplated by Section 3(f), the Executive’s employment may be terminated at any time by the Company:

 (i) upon the death of the Executive; 

(ii) in the event that, because of physical or mental disability, the Executive is unable to perform, and does not perform, in
the opinion of the Board and as certified in writing by a competent medical physician selected by the mutual agreement of the Company and the Executive or his legal representative, his duties hereunder for a period of 180 days out of any 270-day
period; 
 (iii) for Cause; or 

(iv) for any other reason or no reason, it being understood that no reason shall be required for termination of the
Executive’s employment, 
 The Executive acknowledges that no representations or promises have been made concerning the grounds for
termination or the future operation of the Company’s business, and that nothing contained herein or otherwise stated by or on behalf of Parent or the Company modifies or amends the right of the Company to terminate the Executive at any time,
with or without Cause. Termination shall become effective upon the delivery by the Company to the Executive of notice specifying such termination and the reasons therefor in reasonable detail (i.e., Section 3(b)(ii) – (iv))
subject to any requirement for advance notice and an opportunity to cure provided in this Agreement, if and to the extent applicable, 
 (c)
Subject to the payments contemplated by Section 3(f), the Executive’s employment may be terminated at any time by the Executive: 

(i) upon the death of the Executive; 

(ii) in the event that, because of physical or mental disability, the Executive is unable to perform, and does not perform, in
the view of the Board and as certified in writing by a competent medical physician selected by the mutual agreement of the Company and the Executive or his legal representative, his duties hereunder for a period of 180 days out of any 270-day
period; 
 (iii) for Good Reason; or 

(iv) for any other reason or no reason, it being understood that no reason shall be required for termination of the
Executive’s employment (a “Voluntary Termination”), 

  
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 (d) As used in this Agreement, “Cause” shall mean any of the following: 

(i) the Executive’s conviction of, or plea of nolo contendere to, a crime constituting a felony under the laws of
the United States or any state thereof, or a misdemeanor involving fraud, theft, embezzlement, conversion of property or false statements; 

(ii) the Executive’s willful or grossly negligent failure (other than as a result of physical or mental disability) to
perform his material employment-related duties for the Company and its subsidiaries, which failure is not cured within 15 days after the Company delivers written notice to the Executive that identifies and describes such failure (the “Cure
Period”); 
 (iii) the Executive’s willful and material violation of a material provision of any written
Company or subsidiary policy as in effect from time to time, which violation is not cured within the Cure Period; 
 (iv) the
Executive’s material breach of any written agreement with the Company or its subsidiaries to which the Executive is a party or by which the Executive is bound (including, but not limited to, this Agreement and the documentation governing any
acquisition, holding and disposition by the Executive of Parent equity-based compensation (the “Equity Documentation”)), which breach is not cured within the Cure Period; provided that it shall be presumed that any breach of
the restrictive covenants contained in the Equity Documentation is not capable of being cured for purposes of this definition “Cause”, other than the Executive’s breach of his non-competition covenant as a result of ownership of an
equity interest in a competing entity, which is cured by his divesting such equity interest; or 
 (v) the Executive
willfully or intentionally engaging in any conduct (including by making a statement that impairs, impugns, denigrates, disparages or negatively reflects upon the name of Parent or any of its subsidiaries) that is materially and demonstrably
injurious or detrimental to Parent or any of its subsidiaries, which conduct is not cured within the Cure Period, 
 Subject to the last
paragraph of this Section 3(d), the determination as to whether “Cause” has occurred shall be made by the Board, which shall have the authority to waive the consequences of the existence or occurrence of any of the events, acts or
omissions constituting “Cause.” A termination for Cause shall be deemed to include a determination by the Board within 12 months following the Executive’s termination of employment for any reason that circumstances existed prior
to such termination for the 

  
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Company to have terminated the Executive’s employment for Cause, except that this sentence shall not apply to any circumstances actually known to the Board on the date of such termination.

 No act, or failure to act, on the part of the Executive shall be considered “willful” or “intentional” if done, or
omitted to be done, by the Executive with the reasonable belief that the Executive’s action or inaction was in the best interests of the Company, unless it would, or would be reasonably expected to, result in any of the circumstances described
in clauses (i) through (v) of this definition of “Cause”. Any act, or failure to act, pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be presumed to be done, or omitted to
be done, by the Executive in good faith and in the best interests of the Company. 
 Notwithstanding the foregoing, Executive shall not be
deemed to have been terminated for Cause unless he has been given the opportunity to appear, with counsel, before the Board to respond to the allegations set forth in the written notice to the Executive of such termination for Cause, which notice
shall state that, in the opinion of a majority of the full Board (excluding Executive), Executive is responsible for conduct of a type set forth above and specifying in reasonable detail the particulars thereof. Any such determination of the
Board shall be without prejudice to the Executive’s right to challenge the existence of “Cause” by appropriate judicial or arbitral proceeding in accordance with Section 13. 

(e) As used in this Agreement, “Good Reason” shall mean any of the following: 

(i) a reduction of the Executive’s annual base salary, as in effect immediately prior to such reduction; 

(ii) a reduction of the Executive’s target annual bonus opportunity, at target performance levels, from the target annual
bonus opportunity, at target performance levels, in effect immediately prior to such reduction; which is (a) unique to this Executive and/or (b) is not offset by increases in other executive compensation components such as long term incentives; 

(iii) a reduction of the Executive’s target annual bonus opportunity, at target performance levels, to less than 50% of
annual base salary, unless mutually agreed between Executive and the Company; 
 (iv) a material diminution in the
Executive’s authority, duties or responsibilities as General Counsel of Parent and the Company; 
 (v) the failure of
the Company to provide Executive with paid vacation in accordance with the most favorable vacation policies of the Company as in effect for Executive immediately prior to such change in vacation allowance; a


  
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reduction by the Company of more than 5% in Executive’s aggregate benefits under employment benefit plans, welfare benefit plans and fringe benefit plans in which Executive is participating
if these reductions are (a) unique to Executive and/or (b) is not offset by increases in other executive compensation components, unless Executive is permitted to participate in other plans providing Executive with substantially equivalent benefits
in the aggregate (at substantially equivalent cost with respect to welfare benefit plans); 
 (vi) the relocation of the
Executive’s principal place of business to a location more than thirty miles from the Company’s new headquarters (Mansell Road) on the Effective Date; or 

(vii) a material breach by the Company of any written agreement between the Executive, on the one hand, and any of the Company
or its subsidiaries, on the other hand (including, but not limited to, this Agreement and the Equity Documentation). 
 Prior to any
termination for Good Reason, the Executive must provide written notice to the Company within the 90 day period after the Executive learns of the initial alleged Good Reason event setting forth in reasonable detail the conduct alleged to be a basis
for a termination for Good Reason. The Executive shall not have the right to terminate his employment for Good Reason (i) if, within the 15-day period following receipt of the Executive’s written notice, the Company shall have cured the
conduct alleged to be a basis for termination for Good Reason and (ii) absent such cure, unless the Executive actually terminates employment within 30 days following the end of the Company’s cure period. 

(f) The Executive shall be entitled to certain payments upon termination of his employment, as follows: 

(i) In the event the Executive’s employment is terminated for any reason, the Executive shall be entitled to receive his
annual base salary through the effective date of termination, any annual bonus earned (as determined in accordance with the terms of the applicable annual bonus plan) but unpaid as of the effective date of termination for any previously completed
fiscal year of the Company, any accrued benefits unpaid as of the effective date of termination, any expense reimbursements related to expenses reimbursable hereunder that are incurred through the effective date of termination, any accrued but
unpaid vacation (to the extent payable under the applicable Company policy) and other benefits required by law to be provided to him after termination of employment, in each case when paid according to the Company’s applicable policies and
standard practices and the terms of this Agreement (the “Base Termination Compensation”). 

  
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 (ii) In the event the Executive’s employment is terminated by the Company
for any reason other than for Cause (excluding death and Disability) or by the Executive for Good Reason, then the Executive shall be entitled to (A) the Base Termination Compensation, (B) severance pay consisting of (x) 18 months of the
Executive’s annual base salary, at the rate in effect at the effective time of termination (“Salary Severance”), paid in equal installments over 18 months on the Company’s normal payroll dates following the date of
termination, except that the first installment of such payments shall be paid on the 60th day following the termination date and shall include all installments that would have been paid if the release of claims referred to in Section 3(j) had
been effective at the date of termination or, if the Executive’s termination of employment under this Section 3(f)(ii) occurs within 12 months after a Change in Control, in a lump sum on the 60th day following the termination date, (y)
the Pro-Rated Bonus, based on actual results and date of termination (C) the continuation of the medical, dental and vision insurance coverage for a period of 18 months at active employee rates (the “Benefit Continuation”). The
bonus payments described in clauses (y) and (z) of the preceding sentence will be paid at the time executive annual bonuses are paid for the fiscal year of termination but not later than two and a half (2.5) months following the end of such fiscal
year. The Benefit Continuation shall be provided through the Executive’s enrollment in the Company’s COBRA continuation coverage and payment of the applicable monthly COBRA premium amounts (inclusive of the amount that would otherwise
be contributed by the employer), and the Company’s reimbursement to the Executive for such premiums on a monthly basis, such that, after payment of applicable taxes, the Executive retains an amount of such reimbursement equal to the employer
contribution for active employees for the COBRA continuation coverage. Any payment of the Executive’s annual base salary after termination of his employment shall be made in accordance with the Company’s regular payroll
practices. Other than solely in connection with any equity interests of Parent held by the Executive, there will be no additional amounts owing by the Company to the Executive from and after a termination of the Executive’s employment of
the nature contemplated by this clause (ii). Because of the current uncertainty surrounding health care coverage due to the implementation of health care reform, in the event that the Benefit Continuation would subject the Executive or the
Company to a material cost, tax or penalty, the parties agree to cooperate to provide the Executive with such benefits in a manner that does not trigger such tax, cost or penalty, to the maximum extent possible. 

(iii) If the Executive’s employment is terminated for Cause, then the Executive shall be entitled to the Base Termination
Compensation. Other than solely in connection with any equity interests of Parent held by the Executive, there will be no additional amounts owing by the Company to the Executive from and after such termination of the nature contemplated by
this clause (iii). 

  
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 (iv) If the Executive’s employment is terminated due to a Voluntary
Termination, then the Executive shall be entitled to the Base Termination Compensation. Other than solely in connection with any equity interests of Parent held by the Executive, there will be no additional amounts owing by the Company to the
Executive from and after such termination of the nature contemplated by this clause (iv). 
 (v) If the Executive’s
employment is terminated due to the Executive’s death or Disability, then the Executive shall be entitled to the Base Termination Compensation and, if terminated due to Disability, the Benefit Continuation. Other than solely in connection
with any equity interests of Parent held by the Executive, there will be no additional amounts owing by the Company to the Executive from and after such termination of the nature contemplated by this clause (v). 

(g) Except with respect to the existence of Good Reason, all determinations pursuant to this Section 3 shall be made by the Board,
acting in good faith; provided that the Executive, if he serves as a member of the Board, shall take no part in any such determination. 

(h) Termination of the Executive’s employment will not terminate Sections 3(f) through 3(k) and 5
through 17, or any other provisions not associated specifically with the Term of Employment. 
 (i) In the event the Executive’s
employment is terminated and the Executive obtains alternative employment and is provided medical coverage in connection therewith, the medical coverage reimbursement the Company provides pursuant to Section 3(f) shall cease. Any
provision herein to the contrary notwithstanding, if, following his termination of employment, the Executive materially breaches any restrictive covenant to be contained in the Equity Documentation, then from and after the date of such employment or
engagement, the Company shall have no further payment or benefit obligations hereunder. Prior to ceasing to make payment or provide benefits to the Executive under this Section 3(i), the Company must provide written notice to the Executive
within the 90 day period after becoming actually aware of the alleged material breach of the restrictive covenants setting forth in reasonable detail the conduct alleged to constitute such material breach, The Company shall not cease to make
payment or provide benefits to the Executive under this Section 3(i) due to the Executive’s violation of his non-competition covenant by ownership of an equity interest in a competing entity if, within the 15-day period following receipt
of the Company’s written notice of such alleged violation, the Executive shall have cured the conduct alleged to constitute such material breach by divesting such equity interest. Any determination of the Company under this Section 3(i)
shall be without prejudice to the Executive’s right to challenge the existence of a material breach of the restrictive covenants by appropriate judicial or arbitral proceeding in accordance with Section 13. 

  
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 (j) In the event the Executive’s employment is terminated and the Company is obligated to
make payments pursuant to Section 3(f)(ii) other than the Base Termination Compensation, it shall be a condition to such payments that, within 30 days following the date of termination (or, if specified by the Company at the time of
termination, within 45 days following the date of termination), the Executive enter into a general release of claims substantially in the form attached hereto as Exhibit A waiving any and all claims against the Company, Clayton, Dubilier
& Rice, LLC (“CD&R”) and its affiliated investment funds, Deere & Company, their respective affiliates, and all of the respective officers, directors, employees, agents, representatives, stockholders, members and
partners of the foregoing relating to this Agreement and to his employment during the term hereof other than (A) any payments to be made pursuant to Section 3(f)(ii), (B) claims solely in connection with any equity
interests of Parent held by the Executive, (C) claims solely in connection with any Company employee benefit plan, or (D) any rights to indemnification or reimbursement from Parent or any of its subsidiaries pursuant to their organizational
documents, any written indemnification agreement between them then in effect, or any applicable insurance policy (including, without limitation, D&O and EPLI). 

(k) The equity interests of Parent held by the Executive on the date of termination or date of death shall be subject to the terms and
conditions of the Equity Documentation, including, without limitation, the restriction periods, vesting and forfeiture schedules, and termination and repurchase provisions. For the avoidance of doubt, the definitions of “Cause” and
“Good Reason” contained in this Agreement shall apply under the Equity Documentation in lieu of the definitions of “Cause” and “Good Reason” contained therein. 

(l) Upon termination of the Executive’s employment for any reason, the Executive shall be deemed to have resigned from all positions with
Parent and its affiliates (except that such deemed resignation shall not be construed to reduce the Executive’s economic entitlements under this Agreement arising by reason of such termination). 

4. Definitions. Capitalized terms used in this Agreement but not otherwise defined shall have the meanings set forth below: 

“Base Termination Compensation” has the meaning set forth in Section 3(f)(i). 

“Board” has the meaning set forth in the recitals. 

“Cause” has the meaning set forth in Section 3(d). 

“CEO” has the meaning set forth in Section 1. 

“CD&R” has the meaning set forth in Section 3(j). 

  
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 “Code” means the United States Internal Revenue Code of 1986, as amended, and
any successor thereto. 
 “Company” has the meaning set forth in the preamble. 

“Cure Period” has the meaning set forth in Section 3(d)(ii). 

“Disability” means a disability of the nature described in Section 3(b)(ii) and 3(c)(ii). 

“Effective Date” has the meaning set forth in Section 3(a). 

“Equity Documentation” has the meaning set forth in Section 3(d)(vi). 

“Executive” has the meaning set forth in the preamble. 

“Good Reason” has the meaning set forth in Section 3(e). 

“Parent” has the meaning set forth in the preamble. 

“Pro-Rated Bonus” means, for purpose of Section 3(f)(ii), the amount of the Executive’s annual bonus for the
fiscal year of termination of his employment, determined based on actual results as if he had remained employed for the entire required service period, but pro-rated by multiplying such bonus amount by a fraction, the numerator of which shall equal
the number of days the Executive was employed during such fiscal year and the denominator of which is equal to 365. 
 “Term of
Employment” has the meaning set forth in Section 3(a). 
 “Voluntary Termination” has the meaning set forth
in Section 3(c)(iv), 
 5. Notice 

Any notice, request, demand or other communication required or permitted to be given under this Agreement shall be given in writing and
delivered personally, sent by overnight courier or sent by certified or registered mail, return receipt requested, as follows (or to such other addressee or address as shall be set forth in a notice given in the same manner): 

If to the Executive, to the Executive at the address most recently contained in the Company’s records (which the Executive shall update
as necessary) 
  

			
	If to Company or Parent:	  	John Deere Landscapes LLC
		  	1060 Windward Ridge Parkway
		  	Suite 170
		  	Alpharetta, GA 30005
		  	Attention: CEO
		  	Fax: (309) 749-0085


  
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 Any such notice shall be deemed to be given on the date delivered personally or by overnight
courier or on the date return receipt is issued if sent by certified or registered mail. 
 6. Executive’s Representation 

The Executive hereby represents and warrants to the Company that the Executive has carefully reviewed this Agreement and has consulted with
such advisors as the Executive considers appropriate in connection with this Agreement, and is not subject to any covenants, agreements or restrictions, including without limitation any covenants, agreements or restrictions arising out of the
Executive’s prior employment, which would be breached or violated by Executive’s execution of this Agreement or by the Executive’s performance of his duties hereunder. The Executive has delivered to the Company a copy of any
non-solicitation covenant pursuant to which he is obligated to his prior employer. The Executive agrees to maintain the confidentiality of any information of a prior employer during the Term of Employment. 

7. Other Matters 
 The
Executive agrees and acknowledges that the obligations owed to the Executive under this Agreement are solely the obligations of the Company and Parent, and that none of the stockholders, directors, officers, affiliates, representatives, agents or
lenders of or to the Company or Parent will have any obligations or liabilities in respect of this Agreement and the subject matter hereof, to the extent allowed by law. 

8. Partial Invalidity; Severability 

In case any one or more of the provisions or parts of a provision contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement or any other jurisdiction, but this Agreement shall be
reformed and construed in any such jurisdiction as if such invalid or illegal or unenforceable provision or part of a provision had never been contained herein and such provision or part shall be reformed so that it would be valid, legal and
enforceable to the maximum extent permitted in such jurisdiction. 
 9. Waiver of Breach; Specific Performance 

The waiver by the Company or the Executive of a breach of any provision of this Agreement by the other party shall not operate or be construed
as a waiver of any other breach of such other party. Each of the parties to this Agreement will be entitled to enforce its respective rights under this Agreement and to exercise all other rights existing in its favor. In the event either
party takes legal action to enforce any of the terms or provisions of this Agreement, the nonprevailing party shall pay the successful party’s costs and expenses, including but not limited to, attorneys’ fees, incurred in such action. 


  
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 10. Assignment; Third Parties 

Neither the Executive, on the one hand, nor the Company or Parent, on the other hand, may assign, transfer, pledge, hypothecate, encumber or
otherwise dispose of this Agreement or any of his or its respective rights or obligations hereunder, without the prior written consent of the other, except as provided in Section 12. 

11. Amendment; Entire Agreement 

This Agreement may not be changed orally but only by an agreement in writing agreed to by the parties hereto. This Agreement and the
provisions of the Equity Documentation applicable to the Executive embody the entire agreement and understanding of the parties hereto in respect of the subject matter of this Agreement, and supersede and replace all prior agreements, understandings
and commitments with respect to such subject matter. 
 12. Successors 

This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns and Executive and any personal or
legal representatives, executors, administrators, successors, assigns, heirs, distributees, devisees and legatees. Further, the Company will require 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 assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken
place. As used in this Agreement, “Company” shall mean the Company and any successor to its business and/or assets which is required by this Section 12 to assume and agree to perform this Agreement or which otherwise
assumes and agrees to perform this Agreement; provided, however, in the event that any successor, as described above, agrees to assume this Agreement in accordance with the preceding sentence, as of the date such successor so assumes
this Agreement, the Company shall cease to be liable for any of the obligations contained in this Agreement. 
 13. Governing Law; Choice
of Forum 
 THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
GEORGIA. IN THE EVENT ANY PARTY TO THIS AGREEMENT COMMENCES ANY LITIGATION, PROCEEDING OR OTHER LEGAL ACTION IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREIN OR THEREIN, THE
PARTIES TO THIS AGREEMENT HEREBY (1) AGREE 

  
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UNDER ALL CIRCUMSTANCES ABSOLUTELY AND IRREVOCABLY TO INSTITUTE ANY LITIGATION, PROCEEDING OR OTHER LEGAL ACTION IN A COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE NORTHERN DISTRICT OF
GEORGIA, WHETHER A STATE OR FEDERAL COURT; (2) AGREE THAT IN THE EVENT OF ANY SUCH LITIGATION, PROCEEDING OR ACTION, SUCH PARTIES WILL CONSENT AND SUBMIT TO THE PERSONAL JURISDICTION OF ANY SUCH COURT DESCRIBED IN CLAUSE (1) OF THIS SECTION AND TO
SERVICE OF PROCESS UPON THEM IN ACCORDANCE WITH THE RULES AND STATUTES GOVERNING SERVICE OF PROCESS (IT BEING UNDERSTOOD THAT NOTHING IN THIS SECTION SHALL BE DEEMED TO PREVENT ANY PARTY FROM SEEKING TO REMOVE ANY ACTION TO A FEDERAL COURT IN THE
NORTHERN DISTRICT OF GEORGIA); (3) AGREE TO WANE TO THE FULLEST EXTENT PERMITTED BY LAW ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH LITIGATION, PROCEEDING OR ACTION IN ANY SUCH COURT OR THAT ANY SUCH LITIGATION,
PROCEEDING OR ACTION WAS BROUGHT IN ANY INCONVENIENT FORUM; (4) AGREE, AFTER CONSULTATION WITH COUNSEL, TO WAIVE ANY RIGHTS TO A JURY TRIAL TO RESOLVE ANY DISPUTES OR CLAIMS RELATING TO THIS AGREEMENT; (5) AGREE TO DESIGNATE, APPOINT AND DIRECT AN
AUTHORIZED AGENT TO RECEIVE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS AND DOCUMENTS IN ANY LEGAL PROCEEDING IN THE NORTHERN DISTRICT OF GEORGIA; (6) AGREE TO PROVIDE THE OTHER PARTIES TO THIS AGREEMENT WITH THE NAME, ADDRESS AND FACSIMILE NUMBER
OF SUCH AGENT; (7) AGREE AS AN ALTERNATIVE METHOD OF SERVICE TO SERVICE OF PROCESS IN ANY LEGAL PROCEEDING BY MAILING OF COPIES THEREOF TO SUCH PARTY AT ITS ADDRESS SET FORTH HEREIN FOR COMMUNICATIONS TO SUCH PARTY; (8) AGREE THAT ANY SERVICE MADE
AS PROVIDED HEREIN SHALL BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (9) AGREE THAT NOTHING HEREIN SHALL AFFECT THE RIGHTS OF ANY PARTY TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. TO THE EXTENT PERMITTED BY LAW IN
CONNECTION WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREIN OR THEREIN, THE PARTIES AGREE TO TAKE ANY AND ALL ACTIONS NECESSARY OR APPROPRIATE TO EFFECT THE FOREGOING WAIVERS. THE CHOICE OF
FORUM SET FORTH IN THIS SECTION 13 SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT OF ANY ACTION UNDER THIS AGREEMENT IN ANY OTHER JURISDICTION. 

14. Further Action 
 The
Executive, the Company and Parent agree to perform any further acts and to execute and deliver any documents which may he reasonable to carry out the provisions hereof. 

  
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 15. Counterparts 

This Agreement may be executed in counterparts, including facsimiles thereof, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement. 
 16. Payments by Subsidiaries. 

The Executive acknowledges that one or more payments hereunder may be paid by one or more of the Parent’s or the Company’s
subsidiaries, and the Executive agrees that any such payment made by such subsidiary shall satisfy the obligations of Parent and the Company hereunder with respect to (but only to the extent of) such payment. 

17. Applicability of Section 409A of the Code. 

To the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which the Executive participates during the term
of the Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (i) the right to reimbursement or in-kind benefits shall not be subject to
liquidation or exchange for another benefit, (ii) the amount eligible for reimbursement or payment under such plan or arrangement in one calendar year may not affect the amount eligible for reimbursement or payment in any other calendar year (except
that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (iii) subject to any shorter time periods provided in any expense reimbursement policy of the Company, any
reimbursement or payment of an expense under such plan or arrangement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred and (iv) the reimbursements shall be made pursuant to
objectively determinable and nondiscretionary Company policies and procedures regarding such reimbursement of expenses. In addition, with respect to any payments or benefits subject to Section 409A, reference to the Executive’s
“termination of employment” (and corollary terms) with the Company shall be construed to refer to the Executive’s “separation from service” (as determined under Treas. Reg. Section 1.409A-1(h), as uniformly applied by the
Company) with the Company. Whenever a provision under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. The
Executive’s right to receive any installment payments hereunder shall, for purposes of Section 409A, be treated as a right to receive a series of separate and distinct payments. If the timing of the Executive’s execution of a general
release of claims pursuant to Section 3(j) could impact the calendar year in which any payment under this Agreement that is subject to Section 409A will be made, such payment will be made in the later calendar year. 

Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” within the meaning of Section
409A at the time of the Executive’s 

  
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separation from service (other than due to death), then any payment under this Agreement that is subject to Section 409A and that is payable by reason of the Executive’s separation from
service within the first six (6) months following the Executive’s separation from service will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of the Executive’s
separation from service. All subsequent related payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Executive dies following the
Executive’s separation from service, but prior to the six (6) month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable
after the date of the Executive’s death and all other related payments will be payable in accordance with the payment schedule applicable to each payment or benefit. 

The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits
to be provided hereunder will be subject to the additional tax imposed under Section 409A, and, if any ambiguity is found herein with respect to such payments or benefits, any such ambiguities will be interpreted to so comply. If any payment or
benefits subject to Section 409A could be construed not to comply with Section 409A, the Company and the Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary,
appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to the Executive under Section 409A. 

[Signature Page Follows] 

  
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 IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above. 

 

					
	EXECUTIVE
	
	 /s/ Briley Brisendine

	Name:	 	Briley Brisendine


 
					
	
	JOHN DEERE LANDSCAPES LLC
		
	By:	 	 /s/ Doug Black

		 	Name:	 	Doug Black
		 	Title:	 	CEO
	
	CD&R LANDSCAPES PARENT, INC.
		
	By:	 	 /s/ Doug Black

		 	Name:	 	Doug Black
		 	Title:	 	CEO



  
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 Exhibit A 

RELEASE PROVISIONS 
 Release
and Waiver of Claims. In consideration of the payments and benefits to which you are entitled under the Separation Benefit Agreement, dated as of August     , 2015, to which you and John Deere Landscapes LLC (the
“Company”) and CD&R Landscapes Parent, Inc. (“Parent”) are parties (the “Separation Benefit Agreement”), you hereby waive and release and forever discharge Parent, the Company, Clayton, Dubilier
& Rice, LLC (“CD&R”) and its affiliated investment funds, Deere & Company, their respective affiliates, and all of the respective past and present officers, directors, employees, agents, representatives, stockholders,
members and partners of the foregoing each in his, her or its capacity as such, and each of them, separately and collectively (collectively, “Releasees”), from any and all existing claims, charges, complaints, liens, demands, causes
of action, obligations, damages and liabilities, known or unknown, suspected or unsuspected, whether or not mature or ripe, that you ever had and now have against any Releasee including, but not limited to, claims and causes of action arising out of
or in any way related to your employment with or separation from Parent and its subsidiaries, to any services performed for Parent or any of its subsidiaries, to any status, term or condition in such employment, or to any physical or mental harm or
distress from such employment or non-employment or claim to any hire, rehire or future employment of any kind by Parent or any of its subsidiaries, all to the extent allowed by applicable law. This release of claims includes, but is not limited to,
claims based on express or implied contract, compensation plans, covenants of good faith and fair dealing, wrongful discharge, claims for discrimination, harassment and retaliation, violation of public policy, tort or common law, whistleblower or
retaliation claims; and claims for additional compensation or damages or attorneys’ fees or claims under federal, state, and local laws, regulations and ordinances, including but not limited to Title VII of the Civil Rights Act of 1964, the
Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Worker Adjustment and Retraining Notification Act (“WARN”), or equivalent state WARN act, the Employee Retirement Income
Security Act (“ERISA”), and the Sarbanes-Oxley Act of 2002. You understand that this release of claims includes a release of all known and unknown claims through the date on which this release of claims becomes irrevocable (the
“Effective Release Date”). You further agree, promise, and covenant that, to the maximum extent permitted by law, neither you, nor any person, organization, or other entity acting on your behalf has filed or will file, charge,
claim, sue, or cause or permit to be filed, charged, or claimed, any action for damages or other relief (including injunctive, declaratory, monetary, or other relief) against any of the Releasees involving any matter occurring in the past, or
involving or based upon any claims, demands, causes of action, obligations, damages, or liabilities, in each case which are subject to this release of claims. 

  
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 Limitation of Release: Notwithstanding the foregoing, this release of claims will not
prohibit you from filing a charge of discrimination with the National Labor Relations Board, the Equal Employment Opportunity Commission (“EEOC”) or an equivalent state civil rights agency, but you agree and understand that you are
waiving your right to monetary compensation thereby if any such agency elects to pursue a claim on your behalf. Further, nothing in this release of claims shall be construed to waive any right that is not subject to waiver by private agreement under
federal, state or local employment or other laws, such as claims for workers’ compensation or unemployment benefits or any claims that may arise after the Effective Release Date. In addition, nothing in this release of claims will be construed
to affect any of the following claims, all rights in respect of which are reserved: 
 (a) Any payment or benefit set forth in the
Separation Benefit Agreement; 
 (b) Reimbursement of unreimbursed business expenses properly incurred prior to the date of your termination
of employment in accordance with Company policy; 
 (c) Claims under the Equity Documentation (as defined in the Separation Benefit
Agreement) in respect of vested Parent equity held by you; 
 (d) Vested benefits under the general Company employee benefit plans (other
than severance pay or termination benefits, all rights to which are hereby waived and released); 
 (e) Any claim for unemployment
compensation or workers’ compensation administered by a state government to which you are presently or may become entitled; 
 (f) Any
claim that Parent has’ breached this release of claims; and 
 (g) Indemnification as a current or former director or officer of Parent
or any of its subsidiaries (including as a fiduciary of any employee benefit plan), or inclusion as a beneficiary of any insurance policy related to your service in such capacity. 

Return of Company Property. Not later than the Effective Release Date, you agree to return, or hereby represent that you have returned
as of such date (if you have not signed this Agreement by such date), to the Company all Company property, equipment and materials, including, but not limited to, any company vehicle, any laptop computer and peripherals; any cell phone or other
portable computing device; any telephone calling cards; keys; Company identification card; any credit or fuel cards; and all tangible written or graphic materials (and all copies) relating in any way to the Company or its business, including,
without limitations, documents, manuals, customer lists and reports, as well as all data contained on computer files, “thumb” drives, “cloud” services, or other data storage device, or home or personal computers and/or e-mail or
Internet accounts. 

  
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