Indemnification Agreement, dated as of November 24, 2009



 Exhibit 10.2 
 INDEMNIFICATION AGREEMENT 
 This INDEMNIFICATION
AGREEMENT, dated as of November 24, 2009 (the “Agreement”), is among JohnsonDiversey Holdings, Inc., a Delaware corporation (the “Company”), JohnsonDiversey, Inc., a Delaware corporation and wholly-owned
Subsidiary of the Company (together with the Company, the “Company Entities”), CDR Jaguar Investor Company, LLC, a Delaware limited liability company (“CD&R Investor”), CDR F&F Jaguar Investor, LLC, a
Delaware limited liability company (“CD&R F&F Investor” and together with CD&R Investor, the “CD&R Investor Parties”), Clayton, Dubilier & Rice Fund VIII, L.P., a Cayman Islands exempted
limited partnership, CD&R Friends & Family Fund VIII, L.P., a Cayman Islands exempted limited partnership (together with Clayton, Dubilier & Rice Fund VIII, L.P., the “Funds”), Clayton, Dubilier &
Rice, Inc., a Delaware corporation (“CD&R, Inc.”), and Clayton, Dubilier & Rice, LLC, a Delaware limited liability company, or any successor to its investment management business (“Manager”).
Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement. 
 RECITALS

 A. The Funds are managed by Manager, the general partner of the Funds is CD&R Associates VIII, Ltd., a Cayman Islands
exempted company (the “GP of the Funds”), and the special limited partner of the Funds is CD&R Associates VIII, L.P., a Cayman Islands exempted limited partnership (together with the GP of the Funds, the CD&R Investor
Parties and any other investment vehicle that is a direct or indirect stockholder in the Company managed by Manager or its Affiliates, “Manager Associates”). 
 B. Concurrently with the execution and delivery of this Agreement, the Company has filed a Second Amended and Restated Certificate of
Incorporation (the “Amended Charter”) with the Secretary of State of the State of Delaware. 
 C. The Company,
CD&R Investor, Commercial Markets Holdco, Inc. (“CMH”) and SNW Co., Inc. (“SNW”) have entered into the Investment and Recapitalization Agreement, dated as of October 7, 2009 (as such agreement may be
amended from time to time, the “Investment Agreement”), pursuant to which (i) the CD&R Investor Parties purchased and acquired from the Company, and the Company issued and sold to the CD&R Investor Parties, an
aggregate of 47,700,000 shares of Class A Common Stock, representing 45.9% of all of the issued and outstanding shares of the Company’s capital stock as of the date hereof assuming exercise of the Unilever Warrant (such purchase and sale,
the “CD&R Investment”), (ii) as a result of the entry into force of the Amended Charter, all the shares of the Company’s former Class A common stock owned by CMH, without any action on the part of CMH, have
been reclassified as shares of Class A Common Stock, with the voting rights and such other rights, preferences, privileges, limitations








 
and restrictions as are set forth in the Amended Charter, representing 49.1474% of all of the issued and outstanding shares of the Company’s capital stock as of the date hereof assuming
exercise of the Unilever Warrant and (iii) SNW purchased and acquired from the Company, and the Company issued and sold to SNW, 990,000 shares of Class A Common Stock, representing 0.9526% of all of the issued and outstanding shares
of the Company’s capital stock as of the date hereof assuming exercise of the Unilever Warrant (such issuances and reclassification of Class A Common Stock, the “Initial Investment Agreement Offering”). 
 D. The Company, CMH, Unilever N.V., Marga B.V. and Conopco, Inc. have entered into the Redemption Agreement, dated as of October 7,
2009 (as amended by Amendment No. 1 thereto, dated as of November 20, 2009, and as such agreement may be further amended from time to time, the “Redemption Agreement”), pursuant to which the Company has caused all the
shares of the Company’s former Class B common stock owned by Unilever to be redeemed in exchange for cash and a warrant (the “Unilever Warrant”) to purchase Class A Common Stock representing a 4.0% interest in the Company
as of the date hereof assuming the exercise of the Unilever Warrant (such purchase and sale, the “Unilever Redemption”). 
 E. In connection with the transactions contemplated by the Investment Agreement and the Redemption Agreement, the Company and/or one or more of its wholly owned Subsidiaries have obtained the Debt
Financing (as defined in the Investment Agreement) and the Company issued and sold an aggregate of $250,000,000 initial principal amount of its 10.50% Senior Notes due 2020 (collectively, the “Financing”). 
 F. Concurrently with the execution and delivery of this Agreement, the Company, the CD&R Investor Parties, CMH and SNW have entered into
a Stockholders Agreement (as the same may be amended from time to time in accordance with its terms, the “Stockholders Agreement”), dated as of the date hereof, setting forth certain agreements with respect to, among other things,
the management of the Company and transfers of shares of the Company’s Common Stock under certain circumstances. 
 G.
Concurrently with the execution and delivery of this Agreement, the Company Entities have entered into a Consulting Agreement with Manager, dated as of the date hereof (as the same may be amended from time to time in accordance with its terms, the
“Consulting Agreement”). 
 H. The Company or one or more of its Subsidiaries from time to time in the future
may (i) offer and sell or cause to be offered and sold equity or debt securities or instruments (such offerings, collectively, the “Subsequent Offerings”), including without limitation (x) offerings of shares
of capital stock of the Company or any of its Subsidiaries, and/or options to purchase such shares or

  

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other equity-linked instruments to employees, directors, managers, dealers, franchisees and consultants of and to the Company or any of its Subsidiaries (any such offering, a “Management
Offering”), and (y) one or more offerings of debt securities or instruments for the purpose of refinancing any indebtedness of the Company or any of its Subsidiaries or for other corporate purposes, and
(ii) repurchase, redeem or otherwise acquire certain securities or instruments of the Company or any of its Subsidiaries or engage in recapitalization or structural reorganization transactions relating thereto (any such repurchase,
redemption, acquisition, recapitalization or reorganization, a “Redemption”), in each case subject to the terms and conditions of the Stockholders Agreement and the Amended Charter. 
 I. The parties hereto recognize the possibility that claims might be made against and liabilities incurred by Manager, CD&R, Inc., the
Funds, Manager Associates or their related Persons or Affiliates under applicable securities laws or otherwise in connection with the Transactions or the Offerings, or relating to other actions or omissions of or by members of the Company Group, or
relating to the provision of financial, investment banking, management, advisory, consulting, monitoring or other services (the “Transaction Services”) to the Company Group by Manager or Affiliates thereof, and the parties hereto
accordingly wish to provide for Manager, CD&R, Inc., the Funds, and Manager Associates and their related Persons and Affiliates to be indemnified in respect of any such claims and liabilities. 
 J. The parties hereto recognize that claims might be made against and liabilities incurred by directors and officers of any member of the
Company Group in connection with their acting in such capacity, and accordingly wish to provide for such directors and officers to be indemnified to the fullest extent permitted by law in respect of any such claims and liabilities. 
 NOW, THEREFORE, in consideration of the foregoing premises, and the mutual agreements and covenants and provisions herein set forth, the
parties hereto hereby agree as follows: 
 1. Definitions. 
 (a) “Affiliate” means, with respect to any Person, (i) any other Person directly or indirectly Controlling,
Controlled by or under common Control with, such Person (ii) any Person directly or indirectly owning or Controlling 10% or more of any class of outstanding voting securities of such Person or (iii) any officer, director,
general partner, special limited partner or trustee of any such Person described in clause (i) or (ii). 
 (b)
“Agreement” has the meaning set forth in the Preamble. 
 (c) “Amended Charter” has the
meaning set forth in the Recitals. 
 (d) “CD&R F&F Investor” has the meaning set forth in the
Preamble. 
  

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 (e) “CD&R, Inc.” has the meaning set forth in the Preamble. 

(f) “CD&R Investor” has the meaning set forth in the Preamble. 
 (g) “CD&R Investment” has the meaning set forth in the Recitals. 
 (h) “Claim” means, with respect to any Indemnitee, any claim by or against such Indemnitee involving any Obligation with
respect to which such Indemnitee may be entitled to be indemnified by any member of the Company Group under this Agreement. 
 (i) “Class A Common Stock” means the Class A common shares, par value $0.01 per share, of the Company. 
 (j) “Class B Common Stock” means the Class B common shares, par value $0.01 per share, of the Company. 
 (k) “CMH” has the meaning set forth in the Recitals. 
 (l) “CMH Group Member” has
the meaning given to such term in the Amended Charter. 
 (m) “Commission” means the United States Securities
and Exchange Commission or any successor entity thereto. 
 (n) “Common Stock” means the Class A Common
Stock and the Class B Common Stock, including any shares of capital stock into which Common Stock may be converted (as a result of recapitalization, share exchange or similar event) or are issued with respect to Common Stock, including, without
limitation, with respect to any stock split or stock dividend, or a successor security. 
 (o) “Company” has
the meaning set forth in the Preamble. 
 (p) “Company Entities” has the meaning set forth in the Preamble.

 (q) “Company Group” means the Company and each of its Subsidiaries. 
 (r) “Consulting Agreement” has the meaning set forth in the Recitals. 
 (s) “Control” of any Person means the power to direct the management and policies of such Person (whether through the
ownership of voting securities, by contract, as trustee or executor, as general partner, or otherwise). 
  

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 (t) “Determination” means a determination that either (i) there
is a reasonable basis for the conclusion that indemnification of an Indemnitee is proper in the circumstances because such Indemnitee met a particular standard of conduct (a “Favorable Determination”) or (ii) there is no
reasonable basis for the conclusion that indemnification of Indemnitee is proper in the circumstances because Indemnitee met a particular standard of conduct (an “Adverse Determination”). An Adverse Determination shall include the
decision that a Determination was required by applicable law and this Agreement in connection with indemnification and the decision as to the applicable standard of conduct. 
 (u) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder. 
 (v) “Expenses” means all attorneys’ fees and expenses, retainers, court, arbitration and
mediation costs, transcript costs, fees of experts, bonds, witness fees, costs of collecting and producing documents, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other
disbursements, costs or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, appealing or otherwise participating in a
Proceeding. 
 (w) “Financing” has the meaning set forth in the Recitals. 
 (x) “Funds” has the meaning set forth in the Preamble. 
 (y) “GP of the Funds” has the meaning set forth in the Recitals. 
 (z) “Indemnifying Party” has the meaning set forth in Section 2(a). 
 (aa) “Indemnitee” means each of Manager, CD&R, Inc., the Funds, Manager Associates, their respective Affiliates (other
than any member of the Company Group), their respective successors and assigns, and the respective directors, officers, partners, members, employees, agents, advisors, consultants, representatives and controlling persons (within the meaning of the
Securities Act) of each of them, or of their partners, members and controlling persons, and each other person who is or becomes, at the request of CD&R Investor, CD&R F&F Investor or their respective Permitted Transferees, a director or
an officer of any member of the Company Group, in each case irrespective of the capacity in which such person acts. 
 (bb)
“Independent Legal Counsel” means an attorney or firm of attorneys competent to render an opinion under the applicable law, selected in accordance with the provisions of Section 4(e), that has not otherwise performed any
services for any member of the Company Group, for any Indemnitee or for any CMH Group Member within the last three years (other than with respect to matters concerning the rights of an Indemnitee under this Agreement or of other indemnitees under
indemnity agreements similar to this Agreement). 
  

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 (cc) “Initial Investment Agreement Offering” has the meaning set forth in
the Recitals. 
 (dd) “Investment Agreement” has the meaning set forth in the Recitals. 
 (ee) “JAMS Comprehensive Rules” has the meaning set forth in Section 7(a). 
 (ff) “JAMS Streamlined Rules” has the meaning set forth in Section 7(a). 
 (gg) “Manager” has the meaning set forth in the Preamble. 
 (hh) “Management Offering” has the meaning set forth in the Recitals. 
 (ii) “Manager Associates” has the meaning set forth in the Recitals. 
 (jj) “Notice of Advances” has the meaning set forth in Section 4(b). 
 (kk) “Notice of Claim” has the meaning set forth in Section 4(a). 
 (ll) “Notice of Payment” has the meaning set forth in Section 4(c). 
 (mm) “Obligations” means, collectively, any and all claims, obligations, liabilities, causes of actions, Proceedings,
investigations, judgments, decrees, losses, damages (including punitive, consequential, special and exemplary damages), fees, fines, penalties, amounts paid in settlement, costs and Expenses (including without limitation interest, assessments and
other charges in connection therewith and disbursements of attorneys, accountants, investment bankers and other professional advisors), in each case whether incurred, arising or existing with respect to third parties or otherwise at any time or from
time to time. 
 (nn) “Offerings” means the Initial Investment Agreement Offering, any Management Offering, any
Redemption and any Subsequent Offering. 
 (oo) “Permitted Transferee” has the meaning given to such term in
the Stockholders Agreement. 
 (pp) “Person” means an individual, corporation, limited liability company,
limited or general partnership, trust or other entity, including a governmental or political subdivision or an agency or instrumentality thereof. 
 (qq) “Proceeding” means a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including without limitation a claim,
demand, discovery request, formal or informal investigation, inquiry, administrative hearing, arbitration or other form of alternative dispute resolution, including an appeal from any of the foregoing. 
  

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 (rr) “Redemption” has the meaning set forth in the Recitals. 
 (ss) “Redemption Agreement” has the meaning set forth in the Recitals. 
 (tt) “Related Document” means any agreement, certificate, instrument or other document to which any member of the Company
Group may be a party or by which it or any of its properties or assets may be bound or affected from time to time relating in any way to the Transactions or any Offering or any of the transactions contemplated thereby, including without limitation,
in each case as the same may be amended from time to time, (i) any registration statement filed by or on behalf of any member of the Company Group with the Commission in connection with the Transactions or any Offering, including all
exhibits, financial statements and schedules appended thereto, and any submissions to the Commission in connection therewith, (ii) any prospectus, preliminary, final, free writing or otherwise, included in such registration statements or
otherwise filed by or on behalf of any member of the Company Group in connection with the Transactions or any Offering or used to offer or confirm sales of their respective securities or instruments in any Offering, (iii) any private
placement or offering memorandum or circular, information statement or other information or materials distributed by or on behalf of any member of the Company Group or any placement agent or underwriter in connection with the Transactions or any
Offering, (iv) any federal, state or foreign securities law or other governmental or regulatory filings or applications made in connection with any Offering, the Transactions or any of the transactions contemplated thereby,
(v) any dealer-manager, underwriting, subscription, purchase, stockholders, option or registration rights agreement or plan entered into or adopted by any member of the Company Group in connection with the Transactions or any Offering,
(vi) any purchase, repurchase, redemption, recapitalization or reorganization or other agreement entered into by any member of the Company Group in connection with the Transactions or any Redemption, or (vii) any quarterly,
annual or current reports or other filing filed, furnished or supplementally provided by any member of the Company Group with or to the Commission or any securities exchange, including all exhibits, financial statements and schedules appended
thereto, and any submission to the Commission or any securities exchange in connection therewith. 
 (uu) “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 
 (vv)
“SNW” has the meaning set forth in the Recitals. 
 (ww) “Stockholders Agreement” has the
meaning set forth in the Recitals. 
  

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 (xx) “Subsequent Offerings” has the meaning set forth in the Recitals.

 (yy) “Subsidiary” means each corporation or other Person in which a Person owns or Controls, directly or
indirectly, capital stock or other equity interests representing more than 50% of the outstanding voting stock or other equity interests. 
 (zz) “Transactions” means the CD&R Investment, the Initial Investment Agreement Offering, the Unilever Redemption, the Financing, the other transactions contemplated by the Investment
Agreement and Redemption Agreement, and transactions for which Transaction Services are provided to any member of the Company Group. 
 (aaa) “Transaction Services” has the meaning set forth in the Recitals. 
 (bbb) “Unilever
Redemption” has the meaning set forth in the Recitals. 
 (ccc) “Unilever Warrant” has the meaning set
forth in the Recitals. 
 2. Indemnification. 
 (a) Each of the Company Entities (each, an “Indemnifying Party” and collectively, the “Indemnifying
Parties”), jointly and severally, agrees to indemnify, defend and hold harmless each Indemnitee: 
 (i)
from and against any and all Obligations, whether incurred with respect to third parties or otherwise, in any way resulting from, arising out of or in connection with, based upon or relating to (A) the Securities Act, the Exchange Act or
any other applicable securities or other laws, in connection with the Unilever Redemption, the CD&R Investment, the Financing, any other Transactions, any Offering, any Related Document or any of the transactions contemplated thereby,
(B) any other action or failure to act of any member of the Company Group or any of their predecessors, whether such action or failure has occurred or is yet to occur or (C) the performance by Manager or its Affiliates of
Transaction Services or other services for any member of the Company Group (whether performed prior to the date hereof, hereafter, pursuant to the Consulting Agreement or otherwise); and 
 (ii) to the fullest extent permitted by the law specified herein as governing this Agreement, by the law of the place of
incorporation of an Indemnifying Party, or by any other applicable law in effect as of the date hereof or as amended to increase the scope of permitted indemnification, whichever is greater (except, with respect to any Indemnifying Party, to the
extent that such indemnification may be prohibited by the law of the place of incorporation of such Indemnifying Party), from and against any and all Obligations whether incurred with respect to third parties or otherwise, in any way resulting from,
arising out of

  

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or in connection with, based upon or relating to (A) the fact that such Indemnitee is or was a director or an officer of any member of the Company Group or is or was serving at the
request or for the benefit of such corporation as a director, officer, member, employee or agent of or advisor or consultant to another corporation, partnership, joint venture, trust or other enterprise, (B) any breach or alleged breach
by such Indemnitee of his or her fiduciary duty as a director or an officer of any member of the Company Group or (C) any payment or reimbursement by any Indemnitee, pursuant to indemnification arrangements or otherwise, of any
Obligations contemplated in the foregoing clauses (A) or (B) of this Section 2(a)(ii); 
 in each case including but not limited
to any and all fees, costs and Expenses (including without limitation fees and disbursements of attorneys and other professional advisers) incurred by or on behalf of any Indemnitee in asserting, exercising or enforcing any of its rights, powers,
privileges or remedies in respect of this Agreement or the Consulting Agreement; provided that no Indemnifying Party shall be obligated to indemnify and hold harmless an Indemnitee under this Section 2(a) in respect of a Claim determined
by a court of competent jurisdiction in a final nonappealable judgment to have resulted from such Indemnitee’s willful fraud. 
 (b) Without in any way limiting the foregoing Section 2(a), each of the Indemnifying Parties agrees, jointly and severally, to indemnify, defend and hold harmless each Indemnitee from and against any and all Obligations resulting from,
arising out of or in connection with, based upon or relating to liabilities under the Securities Act, the Exchange Act or any other applicable securities or other laws, rules or regulations in connection with (i) the inaccuracy or breach
of or default under any representation, warranty, covenant or agreement in any Related Document, or any allegation thereof, (ii) any untrue statement or alleged untrue statement of a material fact contained in any Related Document or
(iii) any omission or alleged omission to state in any Related Document a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, the Indemnifying Parties
shall not be obligated to indemnify such Indemnitee from and against any such Obligation to the extent that such Obligation arises out of or is based upon an untrue statement or omission made in such Related Document in reliance upon and in
conformity with written information furnished to the Company Entities, as the case may be, in an instrument duly executed by such Indemnitee and specifically stating that it is for use in the preparation of such Related Document. 
 (c) Without limiting the foregoing, in the event that any Proceeding is initiated by an Indemnitee or any member of the Company Group to
enforce or interpret this Agreement or any rights of such Indemnitee to indemnification or advancement of Expenses (or related Obligations of such Indemnitee) under any member of the Company Group’s certificate of incorporation or bylaws, any
other agreement to which Indemnitee and any member of the Company Group are party, any vote of directors of any

  

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member of the Company Group, the Delaware General Corporation Law, any other applicable law or any liability insurance policy, the Indemnifying Parties shall indemnify such Indemnitee against all
costs and Expenses incurred by such Indemnitee or on such Indemnitee’s behalf (including by any Manager Associates for all costs and Expenses incurred by such Person) in connection with such Proceeding, whether or not such Indemnitee is
successful in such Proceeding, except to the extent that the Person presiding over such Proceeding determines that (i) material assertions made by such Indemnitee in such Proceeding were in bad faith or were frivolous or
(ii) as a matter of applicable law, such Expenses must be limited in proportion to the success achieved by such Indemnitee in such Proceeding and the efforts required to obtain that success, as determined by such presiding Person.

 3. Contribution. 
 (a) If for any reason any Indemnifying Party is prohibited from fully indemnifying any Indemnitee from any of the Obligations covered by such indemnity, then the Indemnifying Parties, jointly and
severally, shall contribute to the amount paid or payable by such Indemnitee as a result of such Obligation in such proportion as is appropriate to reflect (i) the relative fault of each member of the Company Group, on the one hand, and
such Indemnitee, on the other, in connection with the state of facts giving rise to such Obligation, (ii) if such Obligation results from, arises out of, is based upon or relates to the Transactions or any Offering, the relative benefits
received by each member of the Company Group, on the one hand, and such Indemnitee, on the other, from such Transaction or Offering and (iii) if required by applicable law, any other relevant equitable considerations. 
 (b) If for any reason the indemnity specifically provided for in Section 2(b) is unavailable or is insufficient to hold harmless any
Indemnitee from any of the Obligations covered by such indemnity, then the Indemnifying Parties, jointly and severally, shall contribute to the amount paid or payable by such Indemnitee as a result of such Obligation in such proportion as is
appropriate to reflect (i) the relative fault of each of the members of the Company Group, on the one hand, and such Indemnitee, on the other, in connection with the information contained in or omitted from any Related Document, which
inclusion or omission resulted in the actual or alleged inaccuracy or breach of or default under any representation, warranty, covenant or agreement therein, or which information is or is alleged to be untrue, required to be stated therein or
necessary to make the statements therein not misleading, (ii) the relative benefits received by the members of the Company Group, on the one hand, and such Indemnitee, on the other, from such Transaction or Offering and
(iii) if required by applicable law, any other relevant equitable considerations. 
  

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 (c) For purposes of Section 3(a), the relative fault of each member of the Company
Group, on the one hand, and of an Indemnitee, on the other, shall be determined by reference to, among other things, their respective relative intent, knowledge, access to information and opportunity to correct the state of facts giving rise to such
Obligation. For purposes of Section 3(b), the relative fault of each member of the Company Group, on the one hand, and of an Indemnitee, on the other, shall be determined by reference to, among other things, (i) whether the included
or omitted information relates to information supplied by the members of the Company Group, on the one hand, or by such Indemnitee, on the other, (ii) their respective relative intent, knowledge, access to information and opportunity to
correct such inaccuracy, breach, default, untrue or alleged untrue statement, or omission or alleged omission, and (iii) applicable law. For purposes of Section 3(a) or 3(b), the relative benefits received by each member of the
Company Group, on the one hand, and an Indemnitee, on the other, shall be determined by weighing the direct monetary proceeds to the Company Group, on the one hand, and such Indemnitee, on the other, from such Transaction or Offering. 
 (d) The parties hereto acknowledge and agree that it would not be just and equitable if contributions pursuant to Section 3(a) or 3(b)
were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in such respective Section. No Indemnifying Party shall be liable under Section 3(a) or 3(b),
as applicable, for contribution to the amount paid or payable by any Indemnitee except to the extent and under such circumstances such Indemnifying Party would have been liable to indemnify, defend and hold harmless such Indemnitee under the
corresponding Section 2(a) or 2(b), as applicable, if such indemnity were enforceable under applicable law. No Indemnitee shall be entitled to contribution from any Indemnifying Party with respect to any Obligation covered by the indemnity
specifically provided for in Section 2(b) in the event that such Indemnitee is finally determined to be guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such Obligation
and the Indemnifying Parties are not guilty of such fraudulent misrepresentation. 
 4. Indemnification Procedures.

 (a) Whenever any Indemnitee shall have actual knowledge of the assertion of a Claim against it, Manager (acting on its own
behalf or, if requested by any such Indemnitee other than itself, on behalf of such Indemnitee) or such Indemnitee shall notify the appropriate member of the Company Group in writing of the Claim (a “Notice of Claim”) with
reasonable promptness after such Indemnitee has such knowledge relating to such Claim and has notified Manager thereof; provided the failure or delay of Manager or such Indemnitee to give such Notice of Claim shall not relieve any
Indemnifying Party of its indemnification obligations under this Agreement except to the extent that such omission results in a failure of actual notice to it and it is materially injured as a result of the failure to give such Notice of Claim. The
Notice of Claim shall specify all material facts known to Manager (or if given by such

  

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Indemnitee, such Indemnitee) relating to such Claim and the monetary amount or an estimate of the monetary amount of the Obligation involved if Manager (or if given by such Indemnitee, such
Indemnitee) has knowledge of such amount or a reasonable basis for making such an estimate. The Indemnifying Parties shall, at their expense, undertake the defense of such Claim with attorneys of their own choosing reasonably satisfactory in all
respects to Manager, subject to the right of Manager to undertake such defense as hereinafter provided. Manager may participate in such defense with counsel of Manager’s choosing at the expense of the Indemnifying Parties. In the event that the
Indemnifying Parties do not undertake the defense of the Claim within a reasonable time after Manager (or if given by such Indemnitee, such Indemnitee) has given the Notice of Claim, or in the event that Manager shall in good faith determine that
the defense of any Claim by the Indemnifying Parties is inadequate or may conflict with the interest of any Indemnitee (including, without limitation, Claims brought by or on behalf of any member of the Company Group), Manager may, at the expense of
the Indemnifying Parties and after giving notice to the Indemnifying Parties of such action, undertake the defense of the Claim and compromise or settle the Claim, all for the account of and at the risk of the Indemnifying Parties. In the defense of
any Claim against an Indemnitee, no Indemnifying Party shall, except with the prior written consent of Manager, consent to entry of any judgment or enter into any settlement that includes any injunctive or other non-monetary relief or any payment of
money by such Indemnitee, or that does not include as an unconditional term thereof the giving by the Person or Persons asserting such Claim to such Indemnitee of an unconditional release from all liability on any of the matters that are the subject
of such Claim and an acknowledgement that such Indemnitee denies all wrongdoing in connection with such matters. The Indemnifying Parties shall not be obligated to indemnify an Indemnitee against amounts paid in settlement of a Claim if such
settlement is effected by such Indemnitee without the prior consent of the Company (on behalf of all Indemnifying Parties), which shall not be unreasonably withheld or delayed. In each case, Manager and each other Indemnitee seeking indemnification
hereunder will cooperate with the Indemnifying Parties, so long as an Indemnifying Party is conducting the defense of the Claim, in the preparation for and the prosecution of the defense of such Claim, including making available evidence within the
control of Manager or such Indemnitee, as the case may be, and persons needed as witnesses who are employed by Manager or such Indemnitee, as the case may be, in each case as reasonably needed for such defense and at cost, which cost, to the extent
reasonably incurred, shall be paid by the Indemnifying Parties. 
 (b) The Manager shall notify the Indemnifying Parties in
writing of the amount requested for advances (a “Notice of Advances”). Each of the Indemnifying Parties, jointly and severally, agrees to advance all reasonable Expenses incurred by Manager (acting on its own behalf or, if requested
by any such Indemnitee other than itself, on behalf of such Indemnitee) or any Indemnitee in connection with any Claim (but not for any Claim initiated or brought voluntarily by the Indemnitee other than a Proceeding pursuant

  

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to Section 2(c)) in advance of the final disposition of such Claim without regard to whether Indemnitee will ultimately be entitled to be indemnified for such Expenses upon receipt of an
undertaking by or on behalf of Manager or such Indemnitee to repay amounts so advanced if it shall ultimately and finally be determined, including through all challenges, if any, to the award rendered therein, that Manager or such Indemnitee is not
entitled to be indemnified by any Indemnifying Party as authorized by this Agreement. Such repayment undertaking shall be unsecured and shall not bear interest. No Indemnifying Party shall impose on any Indemnitee additional conditions to
advancement or require from such Indemnitee additional undertakings regarding repayment. The Indemnifying Parties shall make payment of such advances no later than 10 days after the receipt of the Notice of Advances. 
 (c) Manager shall notify the Indemnifying Parties in writing of the amount of any Claim actually paid by Manager or any Indemnitee on whose
behalf Manager is acting (a “Notice of Payment”). The amount of any Claim actually paid by Manager or such Indemnitee shall bear simple interest at the rate equal to the JPMorgan Chase Bank, N.A. prime rate as of the date of such
payment plus 2% per annum, from the date any Indemnifying Party receives the Notice of Payment to the date on which any Indemnifying Party shall repay the amount of such Claim plus interest thereon to Manager or such Indemnitee. The
Indemnifying Parties shall make indemnification payments to the Manager no later than 30 days after receipt of the Notice of Payment. 
 (d) Determination. The members of the Company Group intend that Indemnitee shall be indemnified to the fullest extent permitted by law as provided in Section 2 and that no Determination shall be required in connection with such
indemnification. In no event shall a Determination be required in connection with (i) indemnification of any Indemnitee other than a director or officer of the Company Group in connection with a Claim against such Indemnitee acting in
such capacity (and then, only to the extent required by applicable law), (ii) advancement of Expenses pursuant to Section 4(b), (iii) indemnification for Expenses incurred as a witness, or (iv) any Claim or
portion thereof with respect to which an Indemnitee has been successful on the merits or otherwise. Any decision that a Determination is required by law in connection with any other indemnification of an Indemnitee, and any such Determination, shall
be made within 30 days after receipt of a Notice of Claim, as follows: 
 (i) except as provided under clause
(ii) of this Section 4(d), (x) by a majority vote of the directors of the Company who are designated pursuant to Sections 2.1(a)(iii) and (iv) of the Stockholders Agreement, even though less than a quorum, or
(y) if there are no such directors, or if such directors so direct, by Independent Legal Counsel in a written opinion to the Indemnifying Party and such Indemnitee; and 
  

 13 








 (ii) if CD&R Investor and its Affiliates no longer have the right to
appoint directors pursuant to Section 2.1(a)(iii) of the Stockholders Agreement, by Independent Legal Counsel in a written opinion to the Indemnifying Party (or its successor) and such Indemnitee. 
 The Indemnifying Parties shall pay all expenses incurred by Indemnitee in connection with any required Determination. 
 (e) Independent Legal Counsel. Independent Legal Counsel shall be selected by a majority vote of the directors of the Company who are
designated pursuant to Sections 2.1(a)(iii) and (iv) of the Stockholders Agreement, even though less than a quorum, and approved by Manager or an Indemnitee (which approval shall not be unreasonably withheld or delayed); provided that if
CD&R Investor and its Affiliates no longer have the right to appoint directors pursuant to Section 2.1(a)(iii) of the Stockholders Agreement, Independent Legal Counsel shall be selected by Manager or an Indemnitee and approved by the
Company (which approval shall not be unreasonably withheld or delayed). The Indemnifying Parties shall pay the fees and expenses of Independent Legal Counsel and indemnify Independent Legal Counsel against any and all Expenses, claims, liabilities
and damages arising out of or relating to its engagement. 
 (f) Consequences of Determination; Remedies of Indemnitee.
The Indemnifying Parties shall be bound by and shall have no right to challenge a Favorable Determination. If an Adverse Determination is made, or if for any other reason any Indemnifying Party does not make timely indemnification payments or
advances of expenses, Manager or an Indemnitee shall have the right to commence a Proceeding to challenge such Adverse Determination and/or to require such Indemnifying Party to make such payments or advances. Indemnitee shall be entitled to be
indemnified for all Expenses incurred in connection with such a Proceeding in accordance with Section 2 and to have such Expenses advanced by the Company in accordance with Section 4(b). If Manager or an Indemnitee fails to timely
challenge an Adverse Determination, or if Manager or an Indemnitee challenges an Adverse Determination and such Adverse Determination has been upheld by a final judgment in such Proceeding from which no appeal can be taken, then, to the extent and
only to the extent required by such Adverse Determination or final judgment, no Indemnifying Party shall be obligated to indemnify or advance Expenses to such Indemnitee under this Agreement. 
 (g) Presumptions; Burden and Standard of Proof. In connection with any Determination, or any review of any Determination, by any
Person: 
 (i) It shall be a presumption that a Determination is not required. 
  

 14 








 (ii) It shall be a presumption that an Indemnitee has met the applicable
standard of conduct and that indemnification of such Indemnitee is proper in the circumstances. 
 (iii) The
burden of proof shall be on the Indemnifying Parties to overcome the presumptions set forth in the preceding clauses (i) and (ii), and each such presumption shall only be overcome if the Indemnifying Parties establish that there is no
reasonable basis to support it. 
 (iv) The termination of any Proceeding by judgment, order, finding, award,
settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that indemnification is not proper or that an Indemnitee did not meet the
applicable standard of conduct or that a court has determined that indemnification is not permitted by this Agreement or otherwise. 
 (v) Neither the failure of any Person or Persons to have made a Determination nor an Adverse Determination by any Person or Persons shall be a defense to Indemnitee’s claim or create a
presumption that Indemnitee did not meet the applicable standard of conduct, and any Proceeding commenced by Indemnitee pursuant to Section 4(f) shall be de novo with respect to all determinations of fact and law. 
 5. Certain Covenants. The rights of each Indemnitee to be indemnified under any other agreement, document, certificate or instrument,
by-law, insurance policy or applicable law are independent of and in addition to any rights of such Indemnitee to be indemnified under this Agreement, provided that to the extent that an Indemnitee is entitled to be indemnified by the
Indemnifying Parties under this Agreement and by any other Indemnitee under any other agreement, document, certificate, by-law or instrument, the obligations of the Indemnifying Parties hereunder shall be primary, and the obligations of such other
Indemnitee secondary, and the Indemnifying Parties shall not be entitled to contribution or indemnification from or subrogation against such other Indemnitee. Notwithstanding the foregoing, any Indemnitee may choose to seek indemnification from any
potential source of indemnification regardless of whether such indemnitor is primary or secondary. An Indemnitee’s election to seek advancement of indemnified sums from any secondary indemnifying party will not limit the right of such
Indemnitee, or any secondary indemnitor proceeding under subrogation rights or otherwise, from seeking indemnification from the Indemnifying Parties to the extent that the obligations of the Indemnifying Parties are primary. The rights of each
Indemnitee and the obligations of each Indemnifying Party hereunder shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnitee. Following the Transactions, each of the Company Entities, and each of
their corporate successors, shall implement and maintain in full force and effect any and all

  

 15 








 
corporate charter and by-law provisions that may be necessary or appropriate to enable it to carry out its obligations hereunder to the fullest extent permitted by applicable law, including
without limitation a provision of its certificate of incorporation (or comparable organizational document under its jurisdiction of incorporation) eliminating liability of a director for breach of fiduciary duty to the fullest extent permitted by
applicable law, as amended from time to time. So long as the Company or any other member of the Company Group maintains liability insurance for any directors, officers, employees or agents of any such person, the Indemnifying Parties shall ensure
that each Indemnitee serving in such capacity is covered by such insurance in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s and the Company Group’s then
current directors and officers. Further, after any Indemnitee no longer serves as an officer or director of the Company for any reason, the Company will use its commercially reasonable efforts to continue to cover such Indemnitee as a named insured
under the Company’s insurance policy or policies providing directors’ and officers’ liability insurance for a period of time that shall commence on the date of such termination and end on the date that is the sooner of
(a) six years after the date of such termination and (b) the date on which the Company ceases to maintain an insurance policy providing directors’ and officers’ liability insurance. No Indemnifying Party shall seek
or agree to any order of a court or other governmental authority that would prohibit or otherwise interfere with the performance of any of the Indemnifying Parties’ advancement, indemnification and other obligations under this Agreement.

 6. Notices. All notices and other communications hereunder shall be in writing and shall be delivered by certified or
registered mail (first class postage prepaid and return receipt requested), telecopier, overnight courier or hand delivery, as follows: 
 (a) If to any Company Entity, to: 
 JohnsonDiversey Holdings, Inc. 
 8310 16th Street 
 Sturtevant, WI 53177 
 Attention:        General Counsel 
 Fax: (262) 631-4021 
 with a copy to (which shall not constitute notice): 
 Jones Day 
 77 West Wacker Drive 
 Chicago, IL 60601 
 Attention:        Elizabeth C. Kitslaar, Esq. 

Fax: (312) 782-8585 
  

 16 








 (b) If to Manager, CD&R, Inc., the Funds or the CD&R Investor
Parties, to: 
 Clayton, Dubilier & Rice, LLC 
 375 Park Avenue 
 18th Floor 
 New York, New York 10152 
 Attention: Richard J. Schnall 
                   George K. Jaquette 
 Fax: (212) 407-5252 
 or to such other address or such other person as the Company Entities,
the CD&R Investor Parties, Manager, CD&R, Inc. or the Funds, as the case may be, shall have designated by notice to the other parties hereto. All communications hereunder shall be effective upon receipt by the party to which they are
addressed. A copy of any notice or other communication given under this Agreement shall also be given to: 
 Debevoise & Plimpton LLP 
 919 Third Avenue 
 New York, New York 10022 
 Attention: Franci J. Blassberg, Esq. 
                   Jonathan E. Levitsky, Esq. 
 Fax: (212) 909-6836 
 7. Arbitration 
 (a) Any dispute, claim or controversy arising out of, relating to, or in connection with this contract, 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. 
  

 17 








 (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 30 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. Subject to Section 2(c), the arbitrator may, in the award, allocate all or part of the fees incurred in and 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 applicable legal process, or in judicial or administrative proceedings, or (ii) as far as disclosure is
necessary to enforce the rights arising out of the award. 
 8. Governing Law. This Agreement shall be governed in all
respects, including validity, interpretation and effect, by the law of the State of Delaware, regardless of the law that might be applied under principles of conflict of laws to the extent such principles would require or permit the application of
the laws of another jurisdiction. 
 9. Severability. If any provision or provisions of this Agreement shall be held to
be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. 
 10. Successors; Binding Effect. Each Indemnifying Party will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or
substantially all of the business and assets of such Indemnifying Party, by agreement in form and substance satisfactory to Manager, CD&R, Inc., the CD&R Investor Parties, the Funds and their counsel, expressly to assume and agree to perform
this Agreement in the same manner and to the same extent that such Indemnifying Party would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the

  

 18 








 
benefit of each party hereto and its successors and permitted assigns, and each other Indemnitee, but neither this Agreement nor any right, interest or obligation hereunder shall be assigned,
whether by operation of law or otherwise, by the Company Entities without the prior written consent of Manager and the Funds. Insofar as any Indemnitee transfers all or substantially all of its assets to a third party, such third party shall
thereupon be deemed an additional Indemnitee for all purposes of this Agreement, with the same effect as if it were a signatory to this Agreement in such capacity. 
 11. Miscellaneous. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement is not
intended to confer any right or remedy hereunder upon any Person other than each of the parties hereto and their respective successors and permitted assigns and each other Indemnitee (each of whom is an intended third party beneficiary of this
Agreement). No amendment, modification, supplement or discharge of this Agreement, and no waiver hereunder shall be valid and binding unless set forth in writing and duly executed by the party or other Indemnitee against whom enforcement of the
amendment, modification, supplement or discharge is sought. Neither the waiver by any of the parties hereto or any other Indemnitee of a breach of or a default under any of the provisions of this Agreement, nor the failure by any party hereto or any
other Indemnitee on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right, powers or privilege hereunder, shall be construed as a waiver of any other breach or default of a similar nature, or as a waiver
of any provisions hereof, or any rights, powers or privileges hereunder. The rights, indemnities and remedies herein provided are cumulative and are not exclusive of any rights, indemnities or remedies that any party or other Indemnitee may
otherwise have by contract, at law or in equity or otherwise, provided that (i) to the extent that any Indemnitee is entitled to be indemnified by any member of the Company Group and by any other Indemnitee or any insurer under a policy
procured by any Indemnitee, the obligations of the members of the Company Group hereunder shall be primary and the obligations of such other Indemnitee or insurer secondary, and (ii) no member of the Company Group shall be entitled to
contribution or indemnification from or subrogation against such other Indemnitee or insurer. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the
same instrument. 
 [The remainder of this page has been left blank intentionally.] 
  

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 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement by their authorized
representatives as of the date first above written. 
  

					
	CLAYTON, DUBILIER & RICE, LLC
		
	By:	 	 /s/    Theresa A. Gore

		 	Name:	 	Theresa A. Gore
		 	Title:	 	 Vice President, Treasurer &
 Assistant Secretary

	
	CLAYTON, DUBILIER & RICE, INC.
		
	By:	 	 /s/    Theresa A. Gore

		 	Name:	 	Theresa A. Gore
		 	Title:	 	 Vice President, Treasurer &
 Assistant Secretary

	
	CLAYTON, DUBILIER & RICE FUND VIII, L.P.
		
	By:	 	CD&R Associates VIII Ltd., its general partner
		
	By:	 	 /s/    Theresa A. Gore

		 	Name:	 	Theresa A. Gore
		 	Title:	 	 Vice President, Treasurer &
 Assistant Secretary

	
	CD&R FRIENDS & FAMILY FUND VIII, L.P.
		
	By:	 	CD&R Associates VIII Ltd., its general partner
		
	By:	 	 /s/    Theresa A. Gore

		 	Name:	 	Theresa A. Gore
		 	Title:	 	 Vice President, Treasurer &
 Assistant Secretary











					
	CDR JAGUAR INVESTOR COMPANY, LLC
		
	By:	 	 /s/    Theresa A. Gore

		 	Name:	 	Theresa A. Gore
		 	Title:	 	Vice President & Treasurer
	
	CDR F&F JAGUAR INVESTOR, LLC
		
	By:	 	 /s/    Theresa A. Gore

		 	Name:	 	Theresa A. Gore
		 	Title:	 	Vice President & Treasurer
	
	JOHNSONDIVERSEY HOLDINGS, INC.
		
	By:	 	 /s/    Joseph F. Smorada

		 	Name:	 	Joseph F. Smorada
		 	Title:	 	 Executive Vice President and
 Chief Financial Officer

	
	JOHNSONDIVERSEY, INC.
		
	By:	 	 /s/    Joseph F. Smorada

		 	Name:	 	Joseph F. Smorada
		 	Title:	 	 Executive Vice President and
 Chief Financial Officer