Form of Amended And Restated Master Sales Agency Agreement

Exhibit 10.2

AGREED FORM

Dated 2007

UNILEVER PLC

- and -

UNILEVER N.V.

- and - JOHNSONDIVERSEY, INC.


AMENDED AND RESTATED

MASTER SALES AGENCY AGREEMENT


[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.]

AMENDED AND RESTATED MASTER SALES AGENCY AGREEMENT

THIS AMENDED AND RESTATED MASTER SALES AGENCY AGREEMENT is made the [ ] day of [ ], 2007 . 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. JOHNSONDIVERSEY, INC., a company incorporated in Delaware whose principal place of business is at 8310 16 th Street, Sturtevant, Wisconsin, 53177-0902, USA (" JDI" and, together with the Unilever Parties, the " Parties" ).

WHEREAS: (A) On 3 rd May, 2002, JohnsonDiversey Holdings, Inc., JDI 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 JohnsonDiversey Holdings, Inc., JDI and Conopco, Inc. (B) Since 3 rd May, 2002, JDI and its Affiliates have acted as agents for members of the Unilever Group in respect of the promotion and sale of certain Unilever Shared Brands Products to Customers on their behalf on the terms and conditions of this agreement prior to its amendment and restatement (the " Former MSA Agreement" ). (C) As of and with effect from the Commencement Date, the Parties have terminated the Former MSA Agreement in so far as it relates to all previously relevant territories, other than the Territories, in accordance with the terms of the Umbrella Agreement. (D) As of and with effect from the Commencement Date, the Parties have entered into a Master Sub-Licence Agreement pursuant to which the Unilever Parties shall procure that members of the Unilever Group shall license JDI and its Affiliates to manufacture, market and sell certain Unilever Shared Brands Products to Customers in certain territories, other than the Territories. (E) The Parties wish to amend and restate this agreement such that the JDI Affiliates shall, with effect from the Commencement Date, act as agents of the Unilever Affiliates in respect of the promotion and sale of the Products to Customers in the Territories on behalf of the Unilever Affiliates on the terms and conditions of this agreement as herein amended and restated and in accordance with any existing LSA Agreement in respect of each such Territory.

NOW IT IS AGREED:

1. INTERPRETATION The provisions of schedules 1- 5 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 JDI is entering into this agreement for itself and as agent for each JDI Affiliate. Where, as of the execution of this agreement, the Unilever Parties or JDI are not authorised on behalf of any of their respective Affiliates so to enter into this agreement, the Unilever Parties or JDI (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 JDI Affiliate is expressed to have an obligation, the expression of that obligation shall be construed as the Unilever Parties or JDI (as the case may be) agreeing on behalf of the relevant Unilever Affiliate or JDI Affiliate to assume such obligation. 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) JDI shall procure, as regards any JDI Affiliate and its Territory, that such JDI Affiliate complies with its obligations under this agreement. 3. APPOINTMENT OF AGENTS 3.1 Subject as provided in sub-paragraph (D) below and without prejudice to clause 13.1 : (A) each Unilever Affiliate hereby appoints the JDI Affiliate set out in the table in schedule 2 relating to its Territory to be its sole and exclusive agent in such Territory for (a) the promotion and sale of the Products to Customers in such Territory, and (b) the provision of after-sales technical support and customer care to Customers in such Territory, in each such case on the terms and conditions of this agreement; (B) 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 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 Territories; 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 any Territory (and shall not directly or indirectly appoint, engage, authorise or instruct any other person as their distributor of or agent for the promotion or sale of Unilever Shared Brands Products in any Territory), otherwise than pursuant to this agreement, from the Commencement Date until this agreement terminates in that Territory in accordance with its terms. (D) Notwithstanding the foregoing, the above obligations shall not apply to (i) any product proposed by the Unilever Group pursuant to clause 5.2(B)(ii) and with respect to which the relevant JDI 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; or (ii) prevent or restrict the distribution, marketing, promotion or sale of a Product to a Customer by any member of the Unilever Group if and to the extent that the sale of such Product to such Customer by any member of JDI' s Group would constitute a Restricted Sale.


2 3.2 Each JDI 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 JDI Affiliate in any Territory may deal direct with one another under this agreement without reference to the Unilever Parties, JDI, any other Unilever Affiliate or any other JDI 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 JDI or any of its Affiliates for the promotion of or sales of the Products to Customers in the Territories by: (i) third parties over which neither of the Unilever Parties nor any of their respective Affiliates has any control; (ii) any licensee, agent, distributor, wholesaler or other reseller of any member of the Unilever Group in territories outside the Territories, where the relevant member of the Unilever Group (or any other person on its behalf) has used reasonable endeavours to procure that such person should not so promote or sell Products; or (iii) any licensee, agent, distributor, wholesaler or other reseller 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 person or the Unilever Parties or their respective Affiliates, PROVIDED THAT nothing in this clause shall release any Unilever Affiliate from its obligations under clause 7.10(D), clause 7.10(E) or clause 13.1(B) . (B) Notwithstanding any other provision of this agreement, neither JDI 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 Territories) over which neither JDI nor any of its Affiliates has any control; (ii) any licensee, agent, distributor, wholesaler or other reseller of JDI or any of its Affiliates outside the Territories where the relevant member of JDI' s Group (or any other person on its behalf) has used reasonable endeavours to procure that such person should not so promote or sell Products; or (iii) any licensee, agent, distributor, wholesaler or other reseller of JDI or any of its Affiliates or by JDI or any such Affiliates where (in the case of sales) such sales to Customers were outside the Territories and were not solicited by such person or JDI or any of its Affiliates PROVIDED THAT nothing in this clause shall release any JDI 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 JDI Affiliates in all or any part of the Territories following termination of the appointment of the JDI Affiliates under this agreement.


3 3.6 With effect from the Commencement Date until this agreement terminates in its entirety or, with respect to a Territory or Product, until this Agreement terminates in that Territory or in respect of that Product, whichever is earlier, Unilever will not, and will procure that no member of the Unilever Group (including any Unilever Affiliate) shall appoint or engage any other person in any Territory as its licensee, distributor, wholesaler or other reseller of or agent for the promotion or sale of Equivalent Consumer Products (regardless of pack size) to Professional Customers in such Territory, other than the relevant JDI Affiliate pursuant to or as otherwise permitted by this agreement. 3.7 Unilever confirms that neither it nor any member of the Unilever Group, including the Unilever Affiliates, shall specifically target or actively seek Professional Customers for the sale of Equivalent Consumer Products (regardless of pack size) in any Territory. 3.8 Subject always as provided in clauses 3.6 and 3.7 , neither Unilever nor any member of the Unilever Group, including the Unilever Affiliates shall otherwise be prevented or restricted in any way by this agreement from promoting or selling Equivalent Consumer Products to: (i) Professional Customers in any Territory; (ii) Professional Customers in any in any territory other than a Territory. 3.9 Notwithstanding anything in this agreement, neither Unilever nor any member of the Unilever Group, including the Unilever Affiliates shall have any liability to JD or any of the JDI Affiliates for the promotion of or sales of Equivalent Consumer Products to Professional Customers in any Territory: (i) by any third party over which neither Unilever nor any of the Unilever Affiliates has any control; (ii) by any licensee, agent, distributor, wholesaler or other reseller, other than, in each case, any such person that is either a Professional Reseller or a licensee or agent appointed or engaged by any member of the Unilever Group (including any Unilever Affiliate) after the Commencement Date for the promotion or sale of Equivalent Consumer Products regardless of pack size) in breach of clause 3.6 ; (iii) by any licensee, agent, distributor, wholesaler or other reseller of any member of the Unilever Group, or by any member of the Unilever Group, (including in each case any Unilever Affiliate) where any such sale was not solicited by it or where it has used reasonable endeavours to procure that such person should not so promote or sell Equivalent Consumer Products to Professional Customers in any Territory; (iv) by any licensee, agent, distributor, wholesaler or other reseller of Unilever or any member of the Unilever Group (including any Unilever Affiliate) to whom Unilever or any member of the Unilever Group (including any Unilever Affiliate) was selling such Equivalent Consumer Products at any time during the 12 month period prior to the Commencement Date.

4. ARRANGEMENTS IN EACH TERRITORY The Parties have agreed that for local law purposes the JDI Affiliate and the Unilever Affiliate in each Territory will enter into one or more agreements for (a) the appointment of such JDI 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 JDI Affiliate in such other capacity as shall satisfy the requirements of Applicable Law, including appointment as a distributor (a " Distributor Appointment" ). In respect of each such Territory, and to the extent that any such LSA Agreement shall not have been entered into at or about the time at which this agreement is entered into, on and after the Commencement Date of this agreement the relevant JDI 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 LSA Agreement for such appointment. Without prejudice to the foregoing obligations of the JDI Affiliates and the Unilever Affiliates, no Unilever Affiliate shall enter into any such LSA Agreement unless the Unilever Parties have given their prior written consent to the terms of such agreement and no JDI Affiliate shall enter into any such LSA Agreement unless JDI has given its prior written consent to such terms. The terms of any such LS 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 LSA Agreement, such JDI 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 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 LS A 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 JDI Affiliate immediately prior to the sale of such Products to Customers, PROVIDED THAT such JDI 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 5. SCOPE OF AGENCY 5.1 (A) JDI or the applicable JDI 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 Territories, 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), JDI or the applicable JDI 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 JDI Affiliate): (i) subject to clause 5.2(B) , add products to the Products or otherwise extend the range of Products; (ii) whether as a result of any discontinuance of manufacture or otherwise, remove products from the Products, subject (where applicable) to payment of compensation in accordance with the Umbrella Agreement; (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.


5 (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 a Unilever Shared Brands Product that is the equivalent of 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 JDI 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 JDI Affiliate shall discuss in good faith the action which such Unilever Affiliate proposes to take and such JDI Affiliate shall provide such Unilever Affiliate with details of any adverse effects known to such JDI 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 JDI Affiliate, the impact on other arrangements between the Parties 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 JDI or the applicable JDI Affiliate are given under this clause 5.2 . To the extent that any change made by the Unilever Affiliate in any Territory pursuant to clause 5.2(A) consists of the removal of a Product from this Agreement by means of an increase in the pack size of any product or the elimination of any pack size, then the Unilever Affiliate shall only make such change (i) in so far only as it affects sales of such Product to Professional Customers, after giving to the JD Affiliate at least six (6) months prior notice in lieu of the 12 week notice period required in clause 5.2(A); and (ii) provided consumer products equivalent to the relevant Product have been sold in commercial quantities by any person (including without limitation the relevant member of the Unilever Group) in consumer channels in the Territory for at least three (3) months prior to the date of the notice pursuant to clause 5.2(A) (and where a Unilever Affiliate intends to commercialise such a consumer product, it shall notify the relevant JDI Affiliate of this at least 3 months prior to giving the notice required pursuant to clause 5.2(A) or under (i) of this clause 5.3(C)) . The prior sentence shall not apply to situations in which the Unilever Affiliate is discontinuing from the Territory all Equivalent Consumer Products similar to the relevant Product. (D) Upon the removal of any Products in accordance with clause 5.2(A)(ii) above or clause 7.6 below, the relevant JDI 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 JDI 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, and shall keep the JDI Affiliate in such Territory informed of any material developments in those areas which affect the ability of such JDI Affiliate to perform its obligations under this agreement.


6 (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 JDI Affiliate in such Territory shall be implemented by such JDI 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 JDI 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 JDI 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 JDI Affiliate for such costs and expenses. Notwithstanding any other provision herein, no JDI 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 JDI 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 JDI 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 JDI Affiliate to the Unilever Affiliate in its Territory from time to time, subject to such JDI 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 JDI Affiliate (and not provided by the Unilever Parties or any Unilever Affiliate) shall be consistent with any applicable Use Guidelines and Category Strategy unless the Unilever Affiliate in the relevant Territory shall have previously agreed in writing to the contrary. The JDI Affiliate in such Territory shall from time to time on reasonable request provide a copy of all such material to the Unilever Affiliate in such Territory. The Unilever Affiliate in the relevant Territory may by written notice to the relevant JDI Affiliate in such Territory require such JDI Affiliate to:


7 (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 JDI Affiliate by the Unilever Affiliate in its Territory shall be deemed to be consistent with any such Use Guidelines and Category Strategy unless (i) such Unilever Affiliate notifies such JDI Affiliate to the contrary, or (ii) such material is modified, altered, tampered with or otherwise changed in any way. 5.7 No JDI 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 JDI 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 JDI Affiliate with a replacement Price Range (pending receipt of which, the relevant JDI 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 JDI nor any JDI 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 JDI or such JDI Affiliate by the relevant Unilever Affiliate. 5.8 Unless otherwise agreed in writing between the local JDI Affiliate and the local Unilever Affiliate, should the Unilever Affiliate in any Territory give its prior written consent to the JDI 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 JDI 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 JDI 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 dispatched by the relevant JDI Affiliate after the date of such Unilever Affiliate' s written consent. Neither JDI nor any JDI 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 JDI or such JDI 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 JDI Affiliate in such Territory 4 ...