Lease Assignment And Assumption Agreement

Exhibit 10.3

LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT (this " Agreement" ) is made and entered into effective as of the first day of May 2006 (the " Effective Date" ) by and among S.C. JOHNSON & SON, INC., a Wisconsin corporation (" SCJ" ), JOHNSONDIVERSEY, INC., a Delaware corporation (" JDI" ), and JOHNSON POLYMER, LLC, a Wisconsin limited liability company (" Johnson Polymer" ).

RECITALS

A. Pursuant to an Asset and Equity Interest Purchase Agreement dated as of May 1, 2006 by and among Johnson Polymer, JohnsonDiversey Holdings II B.V., a company organized under the laws of the Netherlands, and BASF Aktiengesellschaft, a company organized under the laws of Germany (" Buyer" ) (the " Purchase Agreement" ), Buyer has purchased, among other things, (1) certain assets of Johnson Polymer which are used in the business of developing, manufacturing, and selling specialty polymers for use in the industrial print and packaging industry, industrial paint and coatings industry, and industrial plastics industry and (2) the equity interests in certain subsidiaries of Johnson Polymer and JohnsonDiversey Holdings II B.V.

B. Pursuant to a Real Estate and Equipment Lease Agreement dated as of July 3, 1999 by and between SCJ and Johnson Polymer, Inc. (n/k/a Johnson Polymer), as amended by an Omnibus Lease Amendment dated as of November 20, 2001 by and between SCJ, S.C. Johnson Commercial Markets, Inc. (n/k/a JohnsonDiversey, Inc.), and Johnson Polymer, Inc. (n/k/a Johnson Polymer, LLC) (as amended, the " Lease Agreement" ), Johnson Polymer leases from SCJ (1) portions of buildings 50, 57 and 59 at SCJ' s Waxdale Facility located in Mt. Pleasant, Wisconsin, and (2) certain equipment. The parties acknowledge that by notice of termination given by SCJ on December 22, 2005, the Lease Agreement will expire on July 2, 2006.

C. The parties desire to confirm in writing the assignment and assumption of rights and obligations contemplated by this Agreement.

NOW THEREFORE, in consideration of the recitals and the mutual covenants set forth herein, the parties agree as follows:

AGREEMENT

1. Capitalized Terms . All capitalized terms used herein and not otherwise defined herein shall have the applicable meanings set forth in the Lease Agreement.

2. Assignment and Assumption of Rights and Obligations . Johnson Polymer hereby assigns and transfers to JDI, and JDI hereby assumes from Johnson Polymer, all rights, obligations and liabilities of Johnson Polymer set forth in or arising pursuant to the Lease Agreement (whether arising or accruing prior to, on or after the date hereof), including, but not limited to, those rights, obligations and liabilities set forth in or arising pursuant to Section 7

thereof (Rentals), Section 16 thereof (Environmental Matters), Section 17 (Indemnification) and Section 45 (Equipment Lease). SCJ hereby consents t ...