EX-10.17



 Exhibit 10.17 

EXECUTION VERSION 
 CONFIDENTIAL 

CONSULTING AGREEMENT 
 This
CONSULTING AGREEMENT (this “Agreement”), dated as of November 30, 2010 (the “Effective Date”), is entered into by and among Univar Inc., a Delaware corporation (the “Company”), Univar USA Inc., a
Washington corporation (“Opco”), and Clayton, Dubilier & Rice, LLC, a Delaware limited liability company (“Manager”). 

W I T N E S S E T H: 

WHEREAS, Manager organized CDR Ulysses, LLC, a Delaware limited liability company, in connection with certain of its affiliates’
acquisition of shares of the Company’s common stock representing 42.5 % of the issued and outstanding shares of the Company’s common stock, pursuant to, and on the terms and subject to the conditions set forth in, the Stock Purchase
Agreement, dated as of August 31, 2010 (as the same may be amended from time to time in accordance with its terms, the “Stock Purchase Agreement”), among CDR Ulysses, LLC, the Company and Univar N.V., a company organized under
the laws of the Netherlands; 
 WHEREAS, prior to or concurrently with the execution and delivery of this Agreement, the Company, Opco,
Manager, and certain other parties have entered into an Indemnification Agreement, dated as of the date hereof (as the same may be amended from time to time in accordance with its terms, the “Indemnification Agreement”); 

WHEREAS, the Company desires that it and its subsidiaries (together, the “Company Group”) receive future financial,
investment banking, management advisory and other services from Manager, and Manager desires to provide such services to the members of the Company Group; and 

WHEREAS, concurrently with the execution and delivery of this Agreement, the Company is entering a monitoring agreement (the
“Monitoring Agreement”) with CVC Capital Partners Advisory Company (Luxembourg) S.à r.l., a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg (the
“Monitoring Manager”) and an implementation and facilitation agreement (the “Implementation and Facilitation Agreement”, and together with the Monitoring Agreement, the “Other Agreements”) with CVC
European Equity IV (AB) Limited, CVC European Equity IV (CDE) Limited, CVC European Equity Tandem GP Limited, each a limited company governed by the laws of Jersey (the “Implementation and Facilitation Manager” and together with the
Monitoring Manager the “Other Managers”), pursuant to which the Other Managers are to provide certain services to the Company Group; 







 NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 1. Engagement. The Company
hereby engages Manager (on behalf of the members of the Company Group) as a consultant, and Manager hereby agrees to provide Consulting Services (as defined below) and Transaction Services (as defined below) to the Company and the other members of
the Company Group on the terms and subject to the conditions set forth below. 
 2. Scope of Services. 

(a) Consulting Services. Manager hereby agrees, during the term of this Agreement, to provide the members of the Company Group with
such financial, investment banking, management advisory and other services in connection with the operations of the Company as may reasonably be requested from time to time by the Company (collectively, the “Consulting Services”),
including assistance (i) developing and implementing corporate and business strategy and planning for the Company Group, including plans and programs for improving operating, marketing and financial performance, (ii) recruiting key
management employees, (iii) establishing and maintaining banking, legal and other business relationships, (iv) arranging future debt and equity financings and refinancings for corporate purposes and (v) providing
professional employees to serve as directors or officers of the members of the Company Group (“Manager Designees”). 
 (b)
Transaction Services. In addition to, and without duplication of, the Consulting Services, Manager hereby agrees, during the term of this Agreement, to provide the members of the Company Group with financial, investment banking, management
advisory and other services as may reasonably be agreed from time to time by the Company and Manager with respect to proposed transactions involving the members of the Company Group, including, without limitation, any proposed acquisition, merger,
full or partial recapitalization, structural reorganization (including any divestiture of one or more subsidiaries or operating divisions of any member of the Company Group), reorganization of the shareholdings or other ownership structure of the
Company Group, sales or dispositions of assets or any other similar transaction (each, a “Transaction”) directly or indirectly involving the members of the Company Group (collectively, the “Transaction Services”).

 (c) Services Non-Exclusive. Manager will devote such time and efforts to the performance of the services contemplated hereby as
Manager deems reasonably necessary or appropriate, provided that no minimum number of hours is required to be devoted on a weekly, monthly, annual or other basis. The Company and Opco (on behalf of themselves and the other members of the
Company Group) hereby acknowledge that Manager’s services are not exclusive to the Company Group and that Manager will render similar services to other persons and entities. 

(d) Applicability of Indemnification Agreement. The Company and Opco (on behalf of themselves and the other members of the Company
Group) hereby acknowledge and agree that the services provided by Manager hereunder, including the 







 Consulting Services and the Transaction Services, are being provided subject to the terms of this Agreement
(including, without limitation, Section 7) and the Indemnification Agreement. 
 3. Compensation; Reimbursement of Expenses.

 (a) Compensation for Consulting Services. As compensation for the Consulting Services, the Company shall, or shall cause one or
more other members of the Company Group to, on behalf of the members of the Company Group, pay Manager a fee of $2,500,000 per year (together, the “Consulting Fee”), one quarter of which shall be payable quarterly in arrears on the
last day of each December, March, June and September (each, a “Consulting Services Payment Date”). The Consulting Fee shall begin accruing immediately following the consummation of the Acquisition, and the amount of the Consulting
Fee accrued prior to the next succeeding Consulting Services Payment Date shall be payable on such Consulting Services Payment Date. If an employee of Manager or any of its Affiliates is appointed to an executive management position (or a position
of comparable responsibility) with the Company or any other member of the Company Group, then, for the period of such employee’s service in such position, the Consulting Fee shall be increased by an amount to be reasonably determined by Manager
but not to exceed $1,000,000 per year. The Consulting Fee may otherwise be increased only by the Company. The Consulting Fee may not be decreased without the prior written consent of Manager. As used herein, “Affiliate” means, with
respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control with, such person or entity and with respect to Manager, shall include funds managed by Manager and their
respective Affiliates. 
 (b) Compensation for Transaction Services. As compensation for the Transaction Services, in connection with
each Transaction that is consummated, the Company shall, or shall cause one or more of its Affiliates to, on behalf of the members of the Company Group, pay Manager a fee (a “Transaction Fee”) equal to 1% of the Transaction Value,
or such more or lesser amount as Manager and the Company, on behalf of the members of the Company Group, may from time to time agree, provided that, any Transaction Fee shall not be less than any Facilitation and Implementation Fee (as defined in
the Implementation and Facilitation Agreement) payable in connection with such transaction to Implementation and Facilitation Manager under the Implementation and Facilitation Agreement. As used herein, “Transaction Value” means the
total value of the applicable Transaction, including, without duplication, (x) in the case of any Transaction involving an acquisition, merger, sale or disposition of assets or equity interests of any member of the Company Group or any
other similar Transaction, the aggregate purchase price payable in connection with such Transaction, including, without limitation, the aggregate amount of the cash funds and the aggregate value of the other securities or obligations required to
complete such Transaction (excluding any fees payable pursuant to this Section 3(b) or pursuant to Section 3(a) of the Implementation and Facilitation Agreement), including any indebtedness, guarantees, capital stock or








 similar items issued or made to facilitate, and the amount of any revolving credit or other liquidity facilities
or arrangements established in connection with, such Transaction or assumed, refinanced or left outstanding in connection with or immediately following such Transaction and (y) in connection with any capital raising Transaction, the
aggregate proceeds of such Transaction (including the unfunded portion of any revolving credit or other liquidity facilities or arrangements established in connection with, such Transaction). For purposes of calculating a Transaction Fee, the value
of any securities included in the Transaction Value will be determined by the average of the last sales prices for such securities on the five trading days ending five days prior to the consummation of the applicable Transaction, provided
that if such securities do not have an existing public trading market, the value of the securities shall be their fair market value as mutually reasonably agreed between Manager and the Company, on behalf of the members of the Company Group, on the
day prior to consummation of such Transaction. 
 (c) Reimbursement of Expenses. The Company shall, or shall cause one or more other
members of the Company Group to, on behalf of the members of the Company Group, reimburse Manager for such reasonable travel and other out-of-pocket expenses (“Expenses”) as may be incurred by Manager and its Affiliates and its and
their respective employees and agents in the course or on account of rendering any services under this Agreement, including but not limited to any applicable fees and expenses of any legal, accounting or other professional advisors to Manager and
its subsidiaries and Affiliates and any expenses incurred by any Manager Designee in connection with the performance of his or her duties to any member of the Company Group, including the cost of all air travel, whether on commercial or private
aircraft. Manager may submit monthly expense statements to the Company or any other such member of the Company Group, which statements shall be payable within thirty days. Nothing in this Section 3 shall limit any obligations of any member of
the Company Group to reimburse any costs and expenses to Manager or any Manager Affiliate (as defined below) under the Indemnification Agreement or the Stockholders Agreement, dated the date hereof, among the Company, certain Affiliates of Manager
and the other stockholders of the Company party thereto (as the same may be amended from time to time, the “Stockholders Agreement”). 

(d) Allocation of Payments. The Company shall not agree with its independent accountants to allocate the amounts paid to Manager
pursuant to this Agreement to specific services provided hereunder without the consent of Manager (not to be unreasonably withheld). 
 (e)
Obligations Joint and Several. Opco and the Company (on behalf of themselves and the other members of the Company Group) hereby agree that the obligations of the Company under this Section 3 shall be borne jointly and severally by each
member of the Company Group. 







 4. Term, etc. 

(a) This Agreement shall be in effect until, and shall terminate upon, the tenth anniversary of the date hereof, and may be earlier terminated
by Manager on thirty days’ prior written notice to the Company. In addition, in connection with the consummation of a “change of control transaction” or an “IPO” (in each case, as defined in the Stockholders Agreement), the
Company may terminate this Agreement by delivery of a written notice of termination to Manager. The provisions of this Agreement shall survive any termination hereof, provided that, notwithstanding the foregoing, Sections 1 and 2 (other than
Section 2(d)) shall not survive any termination hereof and provided, further, that Section 3 shall survive any termination hereof solely as to any portion of any Consulting Fee, Transaction Fee or Expenses not paid or
reimbursed prior to such termination and not required to be paid or reimbursed thereafter pursuant to Section 4(c). 
 (b) Upon any
consolidation or merger of the Company, or any conveyance, transfer or lease of all or substantially all of the assets of any member of the Company Group, the entity formed by such consolidation, or into which such member of the Company Group is
merged or to which such conveyance, transfer or lease is made (each, a “Successor Entity”), shall succeed to and be substituted for the Company or such member of the Company Group, as applicable, under this Agreement with the same
effect as if the Successor Entity had been a party hereto. No such consolidation, merger or conveyance, transfer or lease shall have the effect of terminating this Agreement or of releasing any member of the Company Group or any Successor Entity
from its obligations hereunder. 
 (c) Upon any termination of this Agreement, the Company, agrees immediately to pay or reimburse, or cause
one or more other members of the Company Group to pay or reimburse, as the case may be, (i) any accrued and unpaid installment of the Consulting Fee or portion thereof, and any accrued and unpaid Transaction Fee or portion thereof and any
unpaid and unreimbursed Expenses that shall have been incurred prior to such termination (whether or not such Expenses shall then have become payable) plus (ii) the net present value (using a discount rate equal to the yield as of such
termination date on U.S. Treasury securities of like maturity based on the times such payments would have been due) of the Consulting Fee that would have been payable with respect to the period from the termination date through the tenth anniversary
of the Effective Date, or, if terminated following the tenth anniversary of the Effective Date, through the first anniversary of the Effective Date occurring after the termination date (the “Termination Fee”). If, at any time, no
member of the Company Group is permitted to make any payment or reimbursement due to Manager under this Agreement under the terms of any credit agreement or other financing agreement to which any member of the Company Group is a party, such
obligations shall accrue as provided herein, but payment or reimbursement thereof shall be deferred until such time as (i) such payments are no longer prohibited under the terms of the applicable agreement, or (ii) the loan amount
due thereunder is repaid in full. In the event of the liquidation of the Company, all amounts due Manager under this Agreement shall be paid to Manager before any liquidating distributions or similar payments are made to stockholders of the Company.








 5. Information; Confidentiality; Other Agreements. 

(a) The Company will, and will cause each member of the Company Group to, use its reasonable best efforts to furnish, or to cause their
respective employees and agents to furnish, Manager with such information (the “Information”) as Manager reasonably believes appropriate to its engagement hereunder. The Company acknowledges and agrees that (a) Manager
will rely on the Information and on information available from generally recognized public sources in performing the Consulting Services and the Transaction Services and (b) Manager does not assume responsibility for the accuracy or
completeness of the Information and such other information. 
 (b) The Company and Opco (on behalf of themselves and the other members of
the Company Group) hereby consent to the Manager and any Manager Affiliate (as defined below) sharing any information it receives from the Company Group with any other Manager Affiliates (other than other portfolio companies) and to the internal use
by Manager and such Manager Affiliates of any information received from the Company Group, subject, however, to (i) Manager maintaining adequate procedures to prevent such information from being used in connection with the purchase or sale of
securities of the Company in violation of applicable law and (ii) the recipient of such information being subject to an agreement (or being under a duty of trust or confidence) to maintain the shared information in confidence. 

(c) Any advice or opinions provided by Manager or Manager Affiliates may not be disclosed or referred to publicly or to any third party (other
than the Company Group’s legal, tax, financial or other advisors), except in accordance with Manager’s prior written consent. 

(d) The Manager will coordinate with the Other Managers in connection with its provision of services to the Company Group pursuant to the
Other Agreements, provided that, the Manager shall not be liable to any member of the Company Group as a result of any such services provided, or the failure to provide such services, by the Other Managers. 

6. Independent Contractor Status. The parties acknowledge and agree that Manager shall perform the Consulting Services and the
Transaction Services as an independent contractor, retaining control over and responsibility for its own operations and personnel and those of its controlled Affiliates (other than the Company Group). The Company further acknowledges and agrees that
Manager may, in its sole discretion, remove or substitute any of the members of, or add members to, the team of professional employees of Manager and its Affiliates that will be providing services pursuant to this Agreement, and that any such
removal, substitution or addition shall not in any way 







 
modify or affect any of the obligations of the Company hereunder, including, without limitation, its obligation to pay the any fee or reimburse any Expenses. Neither Manager nor any Manager
Affiliate shall, solely by virtue of this Agreement or the arrangements hereunder, be considered employees or agents of any member of the Company Group, nor shall any of them have authority hereunder to contract in the name of or bind any member of
the Company Group, except (i) to the extent that any professional employee of Manager or any of its subsidiaries may be serving as a director or an officer of any member of the Company Group or (ii) as expressly agreed to in writing
by such member of the Company Group. Any duties of Manager arising out of its engagement to perform services hereunder shall be owed solely to the members of the Company Group. Nothing in this Agreement, expressed or implied, is intended to confer
on any person other than the parties hereto or their respective successors and assigns, any rights or remedies under or by reason of this Agreement. Without limiting the generality of the foregoing, the parties acknowledge that nothing in this
Agreement, expressed or implied, is intended to confer on any present or future holders of any securities of the Company or its Affiliates, or any present or future creditor of the Company or its Affiliates, any rights or remedies under or by reason
of this Agreement or any performance hereunder. 
 7. Limitation on Liability. Except in cases of gross negligence or willful
misconduct, Manager shall have no liability of any kind whatsoever to any member of the Company Group for any damages, losses or expenses (including, without limitation, special, punitive, incidental or consequential damages and interest, penalties
and fees and disbursements of attorneys, accountants, investment bankers and other professional advisors) with respect to the provision of the Consulting Services and the Transaction Services and in no event shall any such liability be in excess of
the fees received by Manager hereunder. Each of the Company and Opco (on behalf of itself and the other members of the Company Group), by its acceptance of the benefits hereof, covenants, agrees and acknowledges that no person other than Manager
shall have any obligation hereunder and that it has no rights of recovery against, and no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against, any former, current or future director,
officer, agent, Affiliate or employee of Manager (or any of their successors or permitted assignees), against any former, current or future general or limited partner, member or stockholder of Manager (or any of its successors or permitted
assignees) or against any former, current or future director, officer, agent, employee, Affiliate, general or limited partner, stockholder, manager or member of any of the foregoing (collectively, “Manager Affiliates”), whether by
or through attempted piercing of the corporate veil, by or through a claim by or on behalf of the Company or any other member of the Company Group against Manager Affiliates, by the enforcement of any judgment or assessment or by any legal or
equitable proceeding, or by virtue of any statute, regulation or other applicable law, or otherwise. 
 8. Outside Activities. In
recognition that Manager and Manager Affiliates currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which Manager or Manager Affiliates may serve as








 
an advisor, a director or in some other capacity, and in recognition that Manager or Manager Affiliates have myriad duties to various investors and partners, and in anticipation that the Company
Group, on the one hand, and Manager or Manager Affiliates, on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to
be derived by the Company Group hereunder and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the full scope of such duties in any particular
situation, the provisions of this Section 8 are set forth to regulate, define and guide the conduct of certain affairs of the Company Group as they may involve Manager. Except as Manager may otherwise agree in writing after the date hereof:

 (a) Manager and Manager Affiliates shall have the right: (i) to directly or indirectly engage in any business (including, without
limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, any member of the Company Group), (ii) to directly or indirectly do business with any client or customer
of the Company Group, (iii) to take any other action that Manager believes in good faith is necessary to or appropriate to fulfill its obligations as described in the first sentence of this Section 8 and (iv) not to
present potential transactions, matters or business opportunities to any member of the Company Group, and to pursue, directly or indirectly, any such opportunity for itself, and to direct any such opportunity to another person. 

(b) Manager and Manager Affiliates shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the
Company Group or any of their affiliates or to refrain from any actions specified in Section 8(a), and the Company, on its own behalf and on behalf of the other members of the Company Group, hereby renounces and waives any right to require
Manager or any Manager Affiliate to act in a manner inconsistent with the provisions of this Section 8. 
 (c) None of Manager or any
Manager Affiliate shall be liable to any member of the Company Group or any of their direct or indirect stockholders or their respective Affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the
types referred to in this Section 8 or of any such person’s participation therein. 







 9. Notice. All notices and other communications to be given to any party hereunder shall
be sufficiently given for all purposes hereunder if in writing and delivered by hand, courier or overnight delivery service, or three days after being mailed by certified or registered mail, return receipt requested, with appropriate postage
prepaid, or when received in the form of a facsimile (receipt confirmation requested), and shall be directed to the address set forth below (or at such other address or facsimile number as such party shall designate by like notice): 

If to the Company or Opco: 

Univar, Inc. 
 17425 NE Union
Hill Road 
 Redmond, Washington 98052 

Attention: General Counsel 

Facsimile: (425) 889-3500 

In each case, with a copy to: 

CVC Capital Partners Advisory Company 

Luxembourg) S.à.r.l 
 20,
Avenue Monterey 
 L-2163 Luxembourg, Grand-Duchy of 

Luxembourg 
 Attention: Emanuela
Brero 
 Facsimile: + 352 26 47 8367 

with a copy to (which shall not constitute notice): 

Sullivan & Cromwell LLP 

125 Broad Street 
 New York, New
York 10004 
 Attention: George Sampas, Esq. 

Facsimile: (212) 291-9131 
 If to
Manager: 
 Clayton, Dubilier & Rice, LLC 

375 Park Avenue 
 18th Floor

 New York, New York 10152 

Attention: Theresa Gore 

Facsimile: (212) 407-5252 

with a copy to (which shall not constitute notice): 

Debevoise & Plimpton LLP 

919 Third Avenue 
 New York, New
York 10022 
 Attention: Paul S. Bird, Esq. 

 Jonathan E. Levitsky, Esq. 

Facsimile: (212) 909-6836 







 10. Entire Agreement; Severability; No Representations or Warranties. This Agreement
together with the Stockholders Agreement, the Indemnification Agreement and the transactions contemplated hereby and thereby (a) contain the complete and entire understanding and agreement between the parties with respect to the subject
matter hereof and (b) supersede all prior and contemporaneous understandings, conditions and agreements, whether written or oral, express or implied, in respect of the subject matter hereof. If any term, provision, covenant or
restriction of this Agreement is held to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or
invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such a determination, the parties shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible. To the
extent permitted by applicable law, the parties hereto waive any provision of law that renders any term or provision of this agreement invalid or unenforceable in any respect. The Company acknowledges and agrees that Manager makes no representations
or warranties in connection with this Agreement or its provision of the Consulting Services and the Transaction Services. The Company agrees that any acknowledgment or agreement made by the Company in this Agreement is made on behalf of the Company
and the other members of the Company Group. 
 11. Counterparts; Amendments and Waivers. This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original and which together shall constitute one agreement. This Agreement may be executed by facsimile signatures. This Agreement may not be amended, restated, supplemented or otherwise modified,
and no provision of this Agreement may be waived, other than in a writing duly executed by the parties hereto. 
 12. Binding Effect;
Assignment. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns; provided that (i) except as provided in clause (ii) of this proviso, neither
this Agreement nor any right, interest or obligation hereunder may be assigned by any party, whether by operation of law or otherwise, without the express written consent of the other parties hereto, and (ii) any assignment by Manager of
its rights but not the obligations under this Agreement to any entity directly or indirectly controlling, controlled by or under common control with Manager shall be expressly permitted hereunder and shall not require the prior written consent of
the other parties hereto. This Agreement is not intended to confer any right or remedy hereunder upon any person or entity other than the parties to this Agreement and their respective successors and assigns. 

13. Governing Law; Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH








 THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS TO THE EXTENT THAT SUCH
PRINCIPLES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. 
 14. Arbitration. 

(a) Any dispute, claim or controversy arising out of, relating to, or in connection with this Agreement, or the breach, termination,
enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be finally determined by arbitration. The arbitration shall be administered by JAMS. If the disputed
claim or counterclaim exceeds $250,000, not including interest or attorneys’ fees, the JAMS Comprehensive Arbitration Rules and Procedures (“JAMS Comprehensive Rules”) in effect at the time of the arbitration shall govern the
arbitration, except as they may be modified herein or by mutual written agreement of the parties. If no disputed claim or counterclaim exceeds $250,000, not including interest or attorneys’ fees, the JAMS Streamlined Arbitration Rules and
Procedures (“JAMS Streamlined Rules”) in effect at the time of the arbitration shall govern the arbitration, except as they may be modified herein or by mutual written agreement of the parties. 

(b) The seat of the arbitration shall be New York, New York. The parties submit to jurisdiction in the state and federal courts of the State
of New York for the limited purpose of enforcing this agreement to arbitrate. 
 (c) The arbitration shall be conducted by one neutral
arbitrator unless the parties agree otherwise. The parties agree to seek to reach agreement on the identity of the arbitrator within thirty days after the initiation of arbitration. If the parties are unable to reach agreement on the identity of the
arbitrator within such time, then the appointment of the arbitrator shall be made in accordance with the process set forth in JAMS Comprehensive Rule 15. 

(d) The arbitration award shall be in writing, state the reasons for the award, and be final and binding on the parties. The arbitrator may,
in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the attorneys’ fees of the prevailing party. Judgment on the award may be entered by any court having jurisdiction thereof or having
jurisdiction over the relevant party or its assets. Notwithstanding applicable state law, the arbitration and this agreement to arbitrate shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. 

(e) The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it
(including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the tribunal, JAMS, the parties, their counsel, accountants and
auditors, insurers and re-insurers, and any person 







 
necessary to the conduct of the proceeding. The confidentiality obligations shall not apply (i) if disclosure is required by law, or in judicial or administrative proceedings, or
(ii) as far as disclosure is necessary to enforce the rights arising out of the award. 
 [The remainder of this page left
intentionally blank.] 







 IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above
written. 
  

					
	CLAYTON, DUBILIER & RICE, LLC
		
	By:	 	




		 	Name:	 	Theresa Gore
		 	Title:	 	 Vice President, Treasurer and
 Assistant
Secretary



 [Signature Page to Consulting Agreement (CD&R)] 







 IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above
written. 
  

					
	UNIVAR, INC.
		
	By:	 	




		 	Name:	 	Peter Heinz
		 	Title:	 	


  

					
	UNIVAR USA INC.
		
	By:	 	




		 	Name:	 	Peter Heinz
		 	Title:	 	


 [Signature Page to Consulting Agreement]