Master Sales Agency Agreement Dated 5/3/02

Exhibit 10.5 [EXPLANATORY NOTE: CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE SYMBOL " [**]" HAS BEEN INSERTED IN PLACE OF THE PORTIONS SO OMITTED.] MASTER SALES AGENCY AGREEMENT THIS MASTER SALES AGENCY AGREEMENT is made the 3rd day of May, 2002 (the " Commencement Date" ). BETWEEN: 1. UNILEVER N.V., a company incorporated in The Netherlands whose registered office is at Weena 455, 3013 AL Rotterdam, The Netherlands (" Unilever N.V." ); 2. UNILEVER PLC, a company incorporated in England and Wales whose registered office is at Port Sunlight, Wirral, Merseyside CH62 4UJ, United Kingdom (" Unilever PLC" and, together with Unilever N.V., the " Unilever Parties" ); and 3. S.C. JOHNSON COMMERCIAL MARKETS, INC., a company incorporated in Delaware whose principal place of business is at 8310 16th Street, Sturtevant, Wisconsin, 53177-0902, USA (" CMI" ). WHEREAS: (A) On the date hereof, Johnson Professional Holdings, Inc., CMI and/or certain of their Affiliates purchased the DiverseyLever Business from the Unilever Parties and certain of their Affiliates pursuant to a Purchase Agreement, dated 20 November, 2001 (the " Purchase Agreement" ), by and among Johnson Professional Holdings, Inc., CMI and Conopco, Inc. (B) Prior to the date hereof, the Unilever Affiliates and their agents sold various Unilever Consumer Brands Products, including the Products, through the DiverseyLever Business (the " Business" ). (C) The Unilever Affiliates wish to appoint the CMI Affiliates to act as their agents in respect of the promotion and sale of the Products to Customers on their behalf on the terms and conditions of this agreement. (D) The CMI Affiliates wish to act as agents of the Unilever Affiliates in respect of the promotion and sale of the Products to Customers on behalf of the Unilever Affiliates on the terms and conditions of this agreement. NOW IT IS AGREED: 1. INTERPRETATION The provisions of schedules 1-10 are incorporated by reference herein and shall be deemed to be a part of this agreement. 2. CAPACITY 2.1 The Unilever Parties are entering into this agreement for themselves and as agent for each Unilever Affiliate and CMI is entering into this agreement for itself and as agent for each CMI Affiliate. Where, as of the execution of this agreement, the Unilever Parties or CMI are not authorised on behalf of any of their respective Affiliates so to enter into this agreement, the Unilever Parties or CMI (as the case may be) shall obtain from such Affiliates as promptly as reasonably practicable ratification of their entry into this agreement on behalf of such Affiliates. 2.2 Where in this agreement a Unilever Affiliate or a CMI Affiliate is expressed to have an obligation, the expression of that obligation shall be construed as the Unilever Parties or CMI (as the case may be) agreeing on behalf of the relevant Unilever Affiliate or CMI Affiliate to assume such obligation.

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2.3 Notwithstanding any other provision of this agreement: (A) the Unilever Parties shall procure, as regards any Unilever Affiliate and its Territory, that such Unilever Affiliate complies with its obligations under this agreement; and (B) CMI shall procure, as regards any CMI Affiliate and its Territory, that such CMI Affiliate complies with its obligations under this agreement. 3. APPOINTMENT OF AGENTS 3.1 Subject to the provisos below and without prejudice to clause 5.16(E) and 13.1 : (A) each Unilever Affiliate hereby appoints the CMI Affiliate set out in the table in schedule 2 relating to its Territory to be its sole and exclusive agent in the Area for (a) the promotion and sale of the Products to Customers in the Area, and (b) the provision of after-sales technical support and customer care to Customers in the Area, in each such case on the terms and conditions of this agreement; (B) save as otherwise provided in sub-paragraph (C) below, the Unilever Parties and each of their respective Affiliates agree that during the continuance of this agreement none of them will, directly or indirectly, appoint, engage, authorise or instruct any other person anywhere in the world as their distributor of or agent for the promotion or sale of, and they shall not otherwise promote or sell, the Unilever Shared Brands Products in the Area; and (C) The Unilever Parties will not, and the Unilever Parties shall procure that no member of the Unilever Group, including the Unilever Affiliates hereunder shall market, distribute or sell any Unilever Shared Brands Product in the Area (and shall not directly or indirectly appoint, engage, authorise or instruct any other person anywhere in the world as their distributor of or agent for the promotion or sale of Unilever Shared Brands Products in the Area), otherwise than pursuant to this agreement, from the Commencement Date of this agreement for five years or until this agreement terminates in its entirety in accordance with its terms, whichever is earlier or, with respect to a Territory, until this agreement terminates in that Territory in accordance with its terms. Notwithstanding the foregoing, the above obligations shall not apply to any product proposed by the Unilever Group pursuant to clause 5.2(B)(ii) and with respect to which the relevant CMI Affiliate has withheld the giving of its consent in accordance with such clause or withheld or unreasonably delayed the giving of its consent in contravention of such clause. 3.2 Each CMI Affiliate shall, in order to perform its duties, be entitled to use, in its sole discretion, its delivery network. 3.3 For the avoidance of doubt, the Unilever Affiliate and the CMI Affiliate in any Territory may deal direct with one another under this agreement without reference to the Unilever Parties, CMI, any other Unilever Affiliate or any other CMI Affiliate. 3.4 (A) Notwithstanding any other provision of this agreement, neither the Unilever Parties nor any of their respective Affiliates shall have any liability to CMI or any of its Affiliates for the promotion of or sales of the Products to Customers in the Area by: (i) third parties over which neither of the Unilever Parties nor any of their respective Affiliates has any control; (ii) distributors or agents of any member of the Unilever Group in territories outside the Area, where the relevant member of the Unilever Group (or any other person on its behalf) has used reasonable endeavours to procure that such distributor or agent should not so promote or sell Products; or

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(iii) any distributor or agent of the Unilever Parties or any of their respective Affiliates or by the Unilever Parties or any such Affiliates where (in the case of sales) such sales were not solicited by such distributor or agent or the Unilever Parties or their respective Affiliates, PROVIDED THAT nothing in this clause shall release any Unilever Affiliate from its obligations under either clause 7.10(D), 7.10(E) or clause 13.1(B) . (B) Notwithstanding any other provision of this agreement, neither CMI nor any of its Affiliates shall have any liability to the Unilever Parties or any of their respective Affiliates for the promotion of or sales of the Products to Customers by: (i) third parties (whether within or outside the Area) over which neither CMI nor any of its Affiliates has any control; (ii) distributors or agents of CMI or any of its Affiliates outside the Area where the relevant member of CMI' s Group (or any other person on its behalf) has used reasonable endeavours to procure that such distributor or agent should not so promote or sell Products; or (iii) any distributor or agent of CMI or any of its Affiliates or by CMI or any such Affiliates where (in the case of sales) such sales to Customers were outside the Area and were not solicited by such distributor or agent or CMI or any of its Affiliates PROVIDED THAT nothing in this clause shall release any CMI Affiliate from its obligations under clause 13.4 . 3.5 Nothing in this agreement shall prohibit the Unilever Parties or any of their respective Affiliates from conducting bona fide negotiations, at any time either after the giving of notice by or on behalf of the Unilever Parties and their respective Affiliates to terminate this agreement (whether as a whole or as regards only one or more specified Territories) in accordance with its terms or in the last six months of the term (including any renewal term, in the event that any may be agreed between the parties) of this agreement (as the case may be), with any third party in relation to the appointment of such third party or any one or more of its Affiliates as agent of the Unilever Affiliates in place of the CMI Affiliates in all or any part of the Area following termination of the appointment of the CMI Affiliates under this agreement. 4. ARRANGEMENTS IN EACH TERRITORY 4.1 The parties have agreed that for local law purposes the CMI Affiliate and the Unilever Affiliate in each Territory will enter into one or more agreements for (a) the appointment of such CMI Affiliate as the agent of such Unilever Affiliate (on the terms and conditions of this agreement) (an " Agency Appointment" ), or (b) where an Agency Appointment shall conflict with or violate local law in the territory in which the Agency Appointment is proposed to be made, the appointment of the CMI Affiliate in such other capacity as shall satisfy the requirements of Applicable Law, including appointment as a distributor (a " Distributor Appointment" ). The Agency Appointments and Distributor Appointments shall, where practicable, have been made prior to the date of this Agreement, but where not so made, shall be made as soon as practicable after the date hereof. In respect of each such Territory, and to the extent that any such agreement shall not have been entered into at or about the time at which this agreement is entered into, on and after the date of this agreement the relevant CMI Affiliate and the relevant Unilever Affiliate shall negotiate with a view to agreeing and entering into for such Territory as soon as reasonably practicable an agreement for such appointment. Without prejudice to the foregoing obligations of the CMI Affiliates and the Unilever Affiliates, no Unilever Affiliate shall enter into any such agreement unless the Unilever Parties have given their prior written consent to the terms of such agreement and no CMI Affiliate shall enter into any such agreement unless CMI has given its prior written consent to such terms. The terms of any such agreement shall so far as possible be consistent with the terms of this agreement and, where applicable, shall be the minimum necessary to comply with any relevant requirements of local law. However, and notwithstanding the terms of any such agreement, such CMI Affiliate and such Unilever Affiliate shall procure (if necessary, by arrangements to operate outside the relevant Territory and to be agreed in writing) that such

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appointment, including any Distributor Appointment, shall for all purposes (other than those of applicable local law) be given economic and practical effect as if such agreement had not been entered into and as if the terms of this agreement prevailed to the extent of any conflict. For the avoidance of doubt, pursuant to such agreements in certain Territories, title to Products shall be deemed to vest in the relevant CMI Affiliate immediately prior to the sale of such Products to Customers, PROVIDED THAT such CMI Affiliate and the relevant Unilever Affiliate shall procure (if necessary, by arrangements to operate outside the relevant Territories and to be agreed in writing) that the appointment in such Territories shall for all purposes (other than those of applicable local law) be given economic and practical effect as if such agreements had not been entered into. 4.2 Each CMI Affiliate acknowledges that the arrangements contemplated under this agreement may not fulfil the tax objectives of the relevant Unilever Affiliate in any Territory and agrees that, if such Unilever Affiliate notifies the relevant CMI Affiliate in such Territory that the arrangements in such Territory will not fulfil such tax objectives, such CMI Affiliate will, after due consultation with such Unilever Affiliate in which consultation such Unilever Affiliate shall take into account any reasonable objections raised by such CMI Affiliate to any proposed changes, make such changes to the arrangements as such Unilever Affiliate may reasonably request in order to achieve such tax objectives, subject to the Unilever Parties indemnifying (on behalf of themselves and such Unilever Affiliate) CMI and such CMI Affiliate against any liabilities, costs and detriment suffered by CMI or such CMI Affiliate as a result of such change, PROVIDED however that nothing in this clause 4.2 shall entitle any Unilever Affiliate to alter any Agency Fee or Additional Agency Fee. 4.3 Each Unilever Affiliate acknowledges that the arrangements contemplated under this agreement may not fulfil the tax objectives of the relevant CMI Affiliate in any Territory and agrees that, if such CMI Affiliate notifies the relevant Unilever Affiliate in such Territory that the arrangements in such Territory will not fulfil such tax objectives, such Unilever Affiliate will, after due consultation with such CMI Affiliate in which consultation such CMI Affiliate shall take into account any reasonable objections raised by such Unilever Affiliate to any proposed changes, make such changes to the arrangements as such CMI Affiliate may reasonably request in order to achieve such tax objectives, subject to CMI indemnifying (on behalf of itself and such CMI Affiliate) the Unilever Parties and such Unilever Affiliate against any liabilities, costs and detriment suffered by the Unilever Parties or such Unilever Affiliate as a result of such change, PROVIDED however that nothing in this clause 4.3 shall entitle any CMI Affiliate to alter any Agency Fee or Additional Agency Fee. 4.4 Notwithstanding any other provision herein, this agreement shall not be effective as to, or binding on, any Unilever Affiliate or CMI Affiliate in any Territory whose Companies are subject to a Delayed Closing until such Delayed Closing occurs. 5. SCOPE OF AGENCY 5.1 (A) CMI or the applicable CMI Affiliate shall promote the Products to Customers, identify potential sales opportunities for the sale of the Products to Customers, solicit sales of the Products on behalf of the Unilever Affiliates to Customers and generally act as the representative of the Unilever Affiliates in the Area, in each case with a view to the promotion and sale of the Products only to Customers. (B) In respect of the promotion and sale of the Products to Customers (but not otherwise), CMI or the applicable CMI Affiliate may (in each such case, as agent for the relevant Unilever Affiliate) enter into contracts in their own names or in the name of the relevant Unilever Affiliate. 5.2 (A) The Unilever Affiliate in any Territory may at any time and at its sole discretion (subject to the conditions specified in this clause 5.2 and clause 5.16 and to giving not less than 12 weeks' prior written notice to the relevant CMI Affiliate): (i) subject to clause 5.2(B) , add products to the Products or otherwise extend the range of Products;

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(ii) whether as a result of any discontinuance of manufacture or otherwise, remove products from the Products; (iii) without prejudice to sub-paragraph (i) above, change the specification, formulation, packaging, appearance or any other feature of any Product and/or the positioning of or claims made for any such Product; or (iv) without prejudice to sub-paragraph (i) above, change the brand or brand name under which any of the Products are promoted or sold under this agreement. In the event that the relevant Unilever Affiliate makes a change pursuant to one of either sub-paragraph (iii) or sub-paragraph (iv) above in respect of a Product and then makes a further change to such Product under the other of such sub-paragraphs (iii) and (iv) within twelve calendar months of the first such change, such changes (together) shall be deemed to be a single change falling within sub-paragraph (i) above. (B) Subject to clause 5.16 , as regards any product to be added to the Products or any extension otherwise of the range of Products, the relevant Unilever Affiliate may: (i) at any time, add to the Products or otherwise extend the range of Products to include any product sold under a then current Unilever Consumer Brand which performs the same or substantially the same function as any Product; and (ii) with the prior written approval of the relevant CMI Affiliate (such approval not to be unreasonably withheld or unreasonably delayed), add to the Products or otherwise extend the range of Products to include any other product. (C) Prior to giving any notice pursuant to clause 5.2(A) , the relevant Unilever Affiliate and the relevant CMI Affiliate shall discuss in good faith the action which such Unilever Affiliate proposes to take and such CMI Affiliate shall provide such Unilever Affiliate with details of any adverse effects known to such CMI Affiliate which the action such Unilever Affiliate proposes to take may give rise to including, without limitation, breaching the terms of any relevant contracts with Customers, the obsolescence of any stock held by such CMI Affiliate and any cost implications for such Unilever Affiliate. The failure of a Unilever Affiliate to give the notice addressed in the first sentence of clause 5.2(A) shall not prejudice any rights which CMI or the applicable CMI Affiliate are given under this clause 5.2 . (D) Upon the removal of any Products in accordance with clause 5.2(A)(ii) above or clause 7.6 below, the relevant CMI Affiliate may submit a final order for its reasonable requirements of the Products then subject to the removal or discontinuation, and the relevant Unilever Affiliate shall use all reasonable endeavours to supply, or procure the supply of, such requirements as soon as commercially practicable after the date of final order. 5.3 (A) The Unilever Affiliate in each Territory shall determine for such Territory and notify the CMI Affiliate in such Territory of: (i) the advertising strategy (if any) for the Products; (ii) the promotional strategy (if any) for the Products (including the material to be used in the execution of any such strategy); and (iii) the Marketing Mix (if any) of the Products to be adopted for promotion and sales of the Products to Customers or types of Customer,

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and shall keep the CMI Affiliate in such Territory informed of any material developments in those areas which affect the ability of such CMI Affiliate to perform its obligations under this agreement. (B) Each such advertising strategy, promotional strategy and Marketing Mix (if any) determined from time to time for the Products in a Territory and communicated to the CMI Affiliate in such Territory shall be implemented by such CMI Affiliate to the extent (if any) required (including, without limitation, at any meetings of the kind referred to in clause 6.17 ) in the performance of its agency duties under this Agreement (and subject to the provisions of clause 5.4 below). (C) The CMI Affiliate in any such Territory may at any time make suggestions to the Unilever Affiliate in such Territory as to the advertising strategy and promotional strategy for and Marketing Mix of the Products in such Territory. (D) For the avoidance of doubt, nothing in this agreement shall require the Unilever Parties or any of their respective Affiliates to advertise or promote any of the Products in any Territory. 5.4 The Unilever Affiliate in each Territory shall (subject to the provisions of this agreement) bear, or shall procure that another Unilever Affiliate shall bear, all costs and expenses in such Territory relating to: (A) advertising (both general and trade) of the Products; and (B) ad hoc price promotions of any Products, and all other trade promotion payments made in relation to the Products in such Territory. 5.5 (A) In the event that the CMI Affiliate in any Territory incurs any costs or expenses of the kinds referred to in clause 5.4 which are consistent with the Budget (as communicated at meetings of the kind referred to in clause 6.17 ) applicable at such time to such Territory, the Unilever Affiliate in such Territory shall reimburse such CMI Affiliate for such costs and expenses. Notwithstanding any other provision herein, no CMI Affiliate shall be required to spend any amounts that are in excess of or inconsistent with the Budget on the advertising and promotional matters referred to in clause 5.4 unless (i) it so elects, in which case such CMI Affiliate shall have no entitlement to reimbursement in respect of any such excess or inconsistent amounts, or (ii) it receives a written directive to so spend from the applicable Unilever Affiliate, in which case such Unilever Affiliate shall promptly reimburse the CMI Affiliate for the excess or inconsistent amount spent. (B) Any such reimbursement may be settled by the deduction of the relevant amounts from any amount in respect of Net Proceeds of Sale otherwise payable by such CMI Affiliate to the Unilever Affiliate in its Territory from time to time, subject to such CMI Affiliate having previously provided such Unilever Affiliate with an invoice for and reasonable evidence of the amount and nature of any such costs and expenses and their consistency with the applicable Budget. 5.6 All written material, labels, posters and other material: (A) intended to be used in promoting the Products; or (B) bearing or using any of the Trade Marks, and, in either case, produced or used by any CMI Affiliate (and not provided by the Unilever Parties or any Unilever Affiliate) shall be consistent with any applicable Brand Key and Category Strategy unless the Unilever Affiliate in the relevant Territory shall have previously agreed in writing to the contrary. The CMI Affiliate in such Territory shall from time to time on reasonable request provide a copy of all such

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material to the Unilever Affiliate in such Territory. The Unilever Affiliate in the relevant Territory may by written notice to the relevant CMI Affiliate in such Territory require such CMI Affiliate to: (A) make such changes to any such material that does not comply with this clause 5.6 as such Unilever Affiliate may reasonably specify in such notice; or (B) cease using any such material that does not comply with this clause 5.6 , in either such case within a reasonable period of time from receipt of such written notice. For the avoidance of doubt, any such material provided to a CMI Affiliate by the Unilever Affiliate in its Territory shall be deemed to be consistent with any such Brand Key and Category Strategy unless (i) such Unilever Affiliate notifies such CMI Affiliate to the contrary, or (ii) such material is modified, altered, tampered with or otherwise changed in any way. 5.7 No CMI Affiliate in any Territory shall without the prior written consent of the Unilever Affiliate in such Territory quote to any Customer a price, discount, Prebate or rebate outside the range of prices, discounts, Prebates and rebates for the Products contained on a written list previously sent (and applicable to the relevant Customer) by such Unilever Affiliate to the CMI Affiliate in such Territory or valid for a period longer than that specified in such written list in relation to any such price, discount, Prebate or rebate (the " Price Range" ). For this purpose (and for the avoidance of doubt), any such price, discount, Prebate or rebate shall only be valid and effective for the period specified in such written list or, if later, unless and until such Unilever Affiliate provides such CMI Affiliate with a replacement Price Range (pending receipt of which, the relevant CMI Affiliate may quote to any Customer from the earlier Price Range and such earlier Price Range shall remain valid and effective). When drawing up Price Ranges from time to time, such Unilever Affiliate shall have regard to then current prices charged by such Unilever Affiliate for consumer products similar to the Products in the relevant Territory and need not specify a maximum limit on prices. Neither CMI nor any CMI Affiliate shall be liable to the Unilever Parties or any Unilever Affiliate for any failure to sell or promote Products for which a Price Range has not been provided to CMI or such CMI Affiliate by the relevant Unilever Affiliate. 5.8 Unless otherwise agreed in writing between the local CMI Affiliate and the local Unilever Affiliate, should the Unilever Affiliate in any Territory give its prior written consent to the CMI Affiliate in such Territory quoting a price, discount, Prebate or rebate outside the Price Range, any such price, discount, Prebate or rebate agreed by such Unilever Affiliate may only be quoted in respect of orders to be received by such CMI Affiliate after the date of such Unilever Affiliate' s written consent and subject always to such Unilever Affiliate' s right to change such price, discount, Prebate or rebate in respect of future orders, as provided in clause 5.9 below. Such price, discount, Prebate or rebate shall not apply to orders received by such CMI Affiliate prior to the date of such Unilever Affiliate' s written consent, which orders shall be invoiced within the Price Range, even if goods relating to those orders are despatched by the relevant CMI Affiliate after the date of such Unilever Affiliate' s written consent. Neither CMI nor any CMI Affiliate shall be liable or otherwise have any obligation to the Unilever Parties or any Unilever Affiliate for any failure to sell or promote Products for which a Price Range has not been provided to CMI or such CMI Affiliate. 5.9 The Unilever Affiliate in any Territory may at its sole discretion at any time change any of the prices, discounts, Prebates or rebates to be quoted in respect of the Products offered for sale in such Territory. Such Unilever Affiliate shall give the CMI Affiliate in such Territory 45 Business Days' prior written notice of its intention to change any such price, discount, Prebate or rebate and no such change to prices, discounts, Prebates or rebates shall be specified as taking effect prior to the date of such written notice. In the event that any such price, discount, Prebate or rebate would cause a CMI Affiliate to breach any agreement with a Customer that exists as of the Commencement Date, such CMI Affiliate shall notify the relevant Unilever Affiliate within 15 Business Days of such circumstance. Thereafter, such CMI Affiliate and such Unilever Affiliate shall consult in good faith regarding reasonable resolutions of such circumstance. 5.10 When quoting a price, discount, Prebate or rebate for a Product to a Customer, each CMI Affiliate shall have regard to the period of time for which such price, discount, Prebate or rebate will remain valid after

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the time of such quote and shall use reasonable endeavours to ensure that where an order is placed for any such Product during such period, delivery of such Product to the Customer shall take place either during such period or without undue delay following the expiry of such period. 5.11 Without prejudice to clause 6.7(B) , neither CMI nor any CMI Affiliate shall, without the prior written consent of the Unilever Parties, commit any Unilever Affiliate after the date of this agreement to any contract with a Customer: (A) which would terminate later than the expiry of this agreement (or, where notice of earlier termination of this agreement has been given to the local CMI Affiliate on or before the time a commitment has been made in relation to any one or more Territories, later in any such Territory than the date of such earlier termination); or (B) of a duration exceeding twenty-four months during the first three years of this agreement or, thereafter, exceeding twelve calendar months which (in either such case) is not terminable by the relevant Unilever Affiliate on six months' notice or less; or (C) which applies to more than five Territories; or (D) which relates to anticipated Net Proceeds of Sale with respect to such Customer for any calendar year in excess of ? 3 million. 5.12 Save to the extent permitted by terms and conditions of business which comply in all respects with clause 6.7(B) or otherwise with the prior written consent of the Unilever Parties, neither CMI nor any of its Affiliates shall pledge the credit of the Unilever Parties or any of their respective Affiliates or extend credit to Customers or any other person. 5.13 Neither CMI nor any of its Affiliates shall give any warranties (other than any warranties implied by local law in the relevant jurisdiction or any warranties contained in terms and conditions of business which comply in all respects with clause 6.7(B) ) on behalf of the Unilever Parties or any of their respective Affiliates or incur any liabilities on behalf of the Unilever Parties or any of their respective Affiliates or in any way seek to bind the Unilever Parties or any of their respective Affiliates, in any such case outside the scope of CMI' s appointment and the appointment of its Affiliates as agents of the Unilever Affiliates on the terms and ...