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Retirement Agreement Between Johnsondiversey, Inc. And Joanne Brandes

Employee Benefits Plan Agreement

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Governing Law: Wisconsin     Date: 3/22/2007

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Exhibit 10.39











January 5, 2007








Curt Johnson








JoAnne Brandes



The following sets forth our mutual agreement (“Agreement”) regarding your separation from the Company:

1. Salary Continuation . Your last day of work will be January 31, 2007 (“Termination Date”). The Company will pay you an amount equal to one times the sum of your annual base salary ($460,000) and performance bonus objective (“PBO”) at your 2006 target rate ($299,000) as salary continuation for 12 months following the Termination Date. Payments of this salary continuation amount of $759,000 will be paid in equal installments at the times and in the manner consistent with Company payroll practices for executive employees. Payments will have all federal, state and local taxes deducted, as applicable.

2. Health Benefits . The medical, dental and vision coverage you elected under the JohnsonDiversey Choice Benefits Program will cease on your Termination Date. At your option, you may continue your coverage for a period of 18 months under COBRA. Please contact the JDI Service Center at (866) 391-0760 for more detailed information. At the end of the 18-month period, you will be eligible for retiree medical benefits as provided under our plan as in effect from time to time. Your retiree medical premiums will be based on your age as of your Termination Date. The Company will pay you a cash lump sum payment of $30,500 within 30 days following your Termination Date to cover the sum of the present value of the estimated difference in retiree medical premiums that you will be required to pay based on your age as of your Termination Date and those that you would have paid had you been age 55 at your Termination Date and the estimated tax consequences of the payment.

3. COBRA Assistance . If you elect COBRA, the Company will subsidize the medical, vision and dental rates for the 18 months’ coverage period so that for the same coverage you will pay the same amount of contribution as if you were an active employee.

4. Retiree Medical Savings Account (RMSA) . You will retain any RMSA Employee and Company Accounts to be used for payment of healthcare expenses.

5. Life Insurance . You will receive Company-paid retiree life insurance of $15,000 and you will have the option of purchasing additional retiree life as provided under our plan as in effect from time to time. For options regarding retiree life insurance and on converting any additional life insurance coverage, please contact the JDI Service Center.

6. Choice Benefits . As with the health benefits, the coverage you elected will cease on your Termination Date.

7. Service Recognition Award . In recognition of your career with the Company, the Company will pay you $1,130,000 in cash, one-half to be paid on the first anniversary of the Termination Date and one-half on the second anniversary of the Termination Date.

8. Supplemental Executive Retirement Plan . As of the first day of the month following your Termination Date, you will be paid under the JohnsonDiversey, Inc. Supplemental Executive Retirement Plan a cash lump sum payment equal to the actuarial equivalent value of a $50,000 annual retirement benefit commencing at attainment of age 55 on a single-life basis.

9. 2006 PBO . You will receive a 2006 PBO payment based on actual performance. This payment will be made on or before March 31, 2007 at the time the Company pays such bonuses to other participants.

10. 2006-08 Cash LTIP . You will receive a prorated Cash LTIP payment for the 2006-08 performance cycle based on actual performance, with your prorated entitlement to be one-third of the otherwise earned benefit. This payment will be made after the end of the 2006-08 performance cycle and on or before March 31, 2009 at the time the Company pays awards for the 2006-08 performance cycle to other participants.

11. 2006 Transition Performance Award . You will receive a 2006 transition performance award payment based on actual performance. The final payment of such award will be made during June 2007 at the time the Company makes final payments of such awards to other participants.

12. 2006 Profit Hunt Incentive Award . You will receive a 2006 profit hunt incentive award based on actual performance. This payment will be made on or before March 31, 2007 at the time the Company pays such bonuses to other participants.

13. JohnsonDiversey Retirement Plan/Non-qualified Retirement Plan . Your vested benefits under these plans at your Termination Date will be available to you pursuant to their terms. You will receive more detailed information.

14. 401(k) Plan . You will continue to participate in the 401(k) Plan based on your base salary up to your Termination Date. Your Plan account will be based on the date of distribution of your account to you. To access your 401(k) account, please call Fidelity at (800) 890-4015.

15. Outplacement Assistance . For one year following your Termination Date, the Company will provide the services of the outplacement firm of Right Management to assist you in your effort to secure other employment.

16. Separation Pay . You will be entitled following your Termination Date to 14 weeks’ of your base salary (the annual rate of which is $460,000) as provided under the Company’s formal separation pay policy.


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17. Flexible Spending Account . You will be entitled on July 1, 2007 to a payment of up to $10,000 for reimbursement of retirement/financial planning service expenses incurred after January 1, 2007 and prior to July 1, 2007.

18. All Other Benefits . All other benefits not specifically mentioned above cease as of your Termination Date, and you will not be entitled to any awards under our annual or long-term bonus or incentive plans (including PBO, cash/equity LTIP, and profit hunt incentive awards) for 2007 or later years. Your 2001 special restricted stock grant with a grant date of December 10, 2001 (including the added cash benefit under a SERP providing for a payment thereunder equal to the difference between the value of the restricted stock at the time of vesting and the value if the shares were valued at $139.25 per share) will be forfeited on your Termination Date in accordance with its terms. You will be paid for unused 2006 vacation days plus 1/12 th of your 2007 vacation in accordance with Company policy and the requirements of Wisconsin law.

19. Corporate Credit Card . You agree to file all expense reports on your Mastercard Corporate Credit Card on or before your Termination Date. If any amount remains outstanding, you agree that the Company will withhold said amount from any monies due you under this Agreement.

20. Return of Company Property . As soon as reasonably practicable but in no event later than your Termination Date, you shall return all Company-owned property in your possession, including but not limited to all keys to buildings or property, credit cards, files, equipment, software and computers, documents and papers (including but not limited to reports, Rolodexes, sales data, product lists, business plans, financial information, corporate governance materials, notebook entries, and files), telephone cards, cellular telephone(s), all Confidential Information, as defined herein, and all other Company property in accordance with Company guidelines.

21. Release . In consideration of the Company’s provision for the severance payments provided above, you agree, on behalf of yourself, your spouse or any former spouse, dependents, heirs, attorneys, successors and assigns, to release, hold harmless and forever discharge JOHNSONDIVERSEY, INC., as well as its parent companies, subsidiaries, affiliates, successors, predecessors, employees, agents, directors and officers, past and present, stockholders and estates in their individual and business capacities, jointly and severally, (collectively referenced herein as “the Released Parties”), from any and all claims, damages, fees, costs or other equitable, legal, statutory or common law relief for any causes of action, obligations, contracts, torts, claims, costs, penalties, fines, liabilities, attorneys’ fees, demands or suits, of whatever kind or character, known or unknown, fixed or contingent, liquidated or unliquidated, whether asserted or unasserted, arising out of or related to your prior employment with the Company, your termination from employment with the Company, any employment agreements, policies or practices governing terms of your employment, and any acts or omissions by the Company or any of the Company’s current and former officers, directors, shareholders, principals, attorneys, agents, employees, affiliates, parent companies, subsidiaries, successors and assigns, at any time up through the Effective Date of this Agreement. This Agreement shall specifically apply to, but shall not be limited to, claims for violation of civil rights, including violations of Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Americans With Disabilities Act, the Age


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Discrimination in Employment Act or any other state or federal statute (or constitution), including but not limited to any claim based upon race, sex, national origin, ancestry, religion, age, mental or physical disability, marital status, sexual orientation or denial of Family and Medical Leave; claims arising under the Employee Retirement Income Security Act (“ERISA”), or pertaining to ERISA-regulated benefits; claims arising under the Fair Labor Standards Act, including any claims for wages, vacation pay, severance pay, bonus compensation, commissions, deferred compensation, other remuneration of any kind or character; claims for violations of any federal, state or local laws governing employment or labor relations; claims for any obligations, agreements, express or implied contracts; claims for defamation, invasion of privacy, assault and battery, intentional or negligent infliction of emotional distress, negligence, gross negligence, estoppel, conspiracy or misrepresentation; express or implied duties of good faith and fair dealing; wr

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