REDEMPTION AGREEMENT

Exhibit 10.1

Execution Copy

REDEMPTION AGREEMENT

AMONG

JOHNSONDIVERSEY HOLDINGS, INC.,

JOHNSONDIVERSEY, INC.,

COMMERCIAL MARKETS HOLDCO, INC.,

UNILEVER, N.V.,

MARGA B.V.

AND

CONOPCO, INC.

Dated as of October 7, 2009

Table of Contents

i

Table of Contents

(continued)

EXHIBITS

ii

REDEMPTION AGREEMENT

This REDEMPTION AGREEMENT, dated as of October 7, 2009 (this “ Agreement ”), is by and among JohnsonDiversey Holdings, Inc., a Delaware corporation (formerly known as Johnson Professional Holdings, Inc.) (“ JDHI ”), JohnsonDiversey, Inc., a Delaware corporation and a wholly owned Subsidiary of JDHI (formerly known as S.C. Johnson Commercial Markets, Inc.) (“ JDI ”), Commercial Markets Holdco, Inc., a Wisconsin corporation (“ CMH ”), Unilever, N.V., a company organized under the laws of the Netherlands (“ Unilever ”), Marga B.V., a company organized under the laws of the Netherlands (“ Marga ”) and an indirect, wholly owned Subsidiary of Unilever, and Conopco, Inc., a New York corporation (“ Conopco ”) and an indirect, wholly owned Subsidiary of Unilever. Capitalized terms used herein without definition have the meaning given to them in Article I.

WHEREAS, Marga owns 1,960 shares of Class B Common Stock, par value $0.01 per share (the “ Old Class B Common Stock ”), of JDHI (the “ Shares ”), which Shares constitute 33-1/3% of the issued and outstanding capital stock of JDHI as of the date hereof;

WHEREAS, CMH owns 3,920 shares of Class A Common Stock, par value $0.01 per share (the “ Old Class A Common Stock ”), of JDHI, which shares constitute 66-2/3% of the issued and outstanding capital stock of JDHI as of the date hereof;

WHEREAS, Marga and CMH together constitute all of the holders of the capital stock of JDHI;

WHEREAS, in connection with the Purchase Agreement, dated as of November 20, 2001, as previously amended, among JDHI, JDI and Conopco (as the same may be amended from time to time prior to the Closing) (the “ Diversey Purchase Agreement ”), Unilever entered into the Guaranty Agreement, under which Unilever guaranteed (i) to JDHI and JDI, the performance by Conopco of all obligations undertaken under the Diversey Purchase Agreement and (ii) to CMH and JDHI, the due and timely performance by Conopco and its Affiliates who hold shares of Old Class B Common Stock in JDHI of all obligations undertaken under the Stockholders’ Agreement;

WHEREAS, in connection with the proposed purchase of the Shares for the Redemption Consideration, JDHI has, concurrently with the execution and delivery of this Agreement, entered into that certain Investment and Recapitalization Agreement, dated as of the date hereof (the “ Investment Agreement ”), with CDR Jaguar Investor Company, LLC, a Delaware limited liability company (“ CD&R Investor ”), CMH and SNW Co., Inc., a Delaware corporation and a wholly owned subsidiary of S.C. Johnson & Son, Inc. ( “ SNW ”);

WHEREAS, pursuant to the Investment Agreement, on the terms and subject to the conditions set forth therein, (i) the Certificate will be amended and restated to provide for two new classes of common stock of JDHI, the New Class A Common Stock, which will have voting rights, and the New Class B Common Stock, which will not have any voting rights except to the extent required by Delaware law, (ii) JDHI will issue and sell to CD&R Investor, and CD&R Investor will purchase and acquire from JDHI, newly-issued shares of New Class A Common Stock and (iii) as a result of the entry into force of the Restated Certificate, the shares of Old Class A Common Stock held by CMH, without any action on the part of CMH, will be

reclassified as shares of New Class A Common Stock (the transactions described in the foregoing clauses (i), (ii) and (iii), together with the Debt Financing (as defined in the Investment Agreement), and the other transactions contemplated by the Investment Agreement, the “ Restructuring Transaction s”);

WHEREAS, in connection with and subject to the simultaneous consummation of the Restructuring Transactions and the satisfaction or waiver of the other conditions set forth herein, Marga agrees to sell to JDHI or an Affiliate of JDHI, and JDHI agrees to purchase, or cause an Affiliate of JDHI to purchase, from Marga, all the Shares, upon the terms and for the consideration set forth in this Agreement, and Unilever agrees to guarantee Marga’s performance of such sale and purchase and to cause Marga to perform its obligations hereunder and to consummate the transactions contemplated hereby; and

WHEREAS, in accordance with Section 228 of the DGCL, the Veto Provisions, the Certificate and the Bylaws, Marga and CMH hereby approve the execution and delivery of this Agreement, the sale and purchase of the Shares contemplated hereby, the other transactions contemplated hereby and by the Investment Agreement, including among other things the amendment and restatement of the Certificate, and the Name Change.

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants hereinafter set forth, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1.     Certain Defined Terms . As used in this Agreement, the following terms shall have the following meanings:

“ Action ” means any action, suit, claim, arbitration, inquiry, proceedings or investigation by or before any Governmental Authority.

“ Advisor ” means a nationally recognized independent valuation firm selected by JDHI for purposes of rendering the Solvency Opinion.

“ Affiliate ” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by, or is under common Control with, such specified Person; provided , that (a) no Unilever Entity shall be deemed to be an Affiliate of CMH, JDI or JDHI for purposes of this Agreement and (b) none of JDHI, JDI, CMH, SNW, CD&R or any Affiliate of any of the foregoing shall be deemed to be an Affiliate of any Unilever Entity for purposes of this Agreement.

“ Ancillary Agreements ” means the Registration Rights Agreement, the Note Registration Rights Agreement and the Warrant.

“ Beneficial Owner ” has the meaning given such term in Rule 13d-3 under the Exchange Act.

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“ Business Day ” means a day that is not a Saturday, Sunday or other day on which commercial banking institutions in New York City, Amsterdam or London are authorized or required by applicable Law to be closed.

“ Bylaws ” means the Amended and Restated Bylaws of JDHI in effect on the date hereof.

“ CD&R ” means Clayton, Dubilier & Rice, Inc. or any successor to its investment management business.

“ Certificate ” means the Amended and Restated Certificate of Incorporation of JDHI, dated as of May 1, 2002 and filed with the Secretary of State of the State of Delaware (as it may be amended to give effect to the Name Change).

“ Control ” (including the terms “ Controlled by ” and “ under common Control with ”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise, including, without limitation, the ownership, directly or indirectly, of securities having the power to elect a majority of the board of directors or similar body governing the affairs of such Person.

“ DGCL ” means the General Corporation Law of the State of Delaware.

“ Equity Cash Consideration ” means an amount equal to (a) the Net Cash Closing Payment, plus (b) the Net Settled Amount.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Final Exit Date ” has the meaning given to such term in the Stockholders’ Agreement.

“ Governmental Authority ” means any national, international, federal, state or local governmental body, any of its subdivisions, agencies, authorities, commissions, boards or bureaus, any special improvement district, any international, federal, state or local court or tribunal or any arbitrator (whether or not a governmental or regulatory official).

“ Guaranty Agreement ” means the Guaranty of Performance and Indemnity Agreement, dated as of November 20, 2001, made by Unilever in favor of JDHI and JDI (as the same may be amended from time to time prior to the Closing).

“ Indenture ” means an Indenture that is capable of being qualified under the Trust Indenture Act with respect to the Note between JDHI and a trustee, which shall (a) reflect the terms and conditions set forth on Exhibit A-1 and Exhibit A-2 attached hereto, (b) contain such other terms and conditions not inconsistent therewith which are usual and customary for indentures for notes similar to the Note and (c) not contain any substantive provisions that materially affect the rights of the noteholders thereunder that are inconsistent with clauses (a) and (b) without Marga’s and JDHI’s prior written consent (which consent shall not be unreasonably withheld or delayed).

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“ Laws ” means any statutes, rules, Orders, regulations or ordinances of any Governmental Authority.

“ Material Amendment ” means (a) any amendment to any material term of the Investment Agreement, including any exhibit thereto, or the New Stockholders’ Agreement that could reasonably be expected to have an adverse effect on the rights and obligations of any Unilever Entity under this Agreement, any Ancillary Agreement, the Indenture or the Note, (b) any new material agreement, or any amendment of any material term of an existing agreement, among any of CD&R, CMH, JDHI or any of their respective Affiliates in connection with the Restructuring Transactions that could reasonably be expected to have an adverse effect on the rights and obligations of any Unilever Entity under this Agreement, any Ancillary Agreement, the Indenture or the Note, (c) the incurrence on the Closing Date of more than $1,450,000,000 of Indebtedness (as defined in the Investment Agreement) by JDHI and its Subsidiaries to finance the Restructuring Transactions, including the refinancing of existing Indebtedness, but excluding the Note (not including in such $1,450,000,000 limitation (i) Indebtedness under JDI’s U.S. and European securitization facilities, as amended, restated, supplemented, modified, replaced or refinanced from time to time to the extent the aggregate principal committed amount thereof is not increased beyond the aggregate principal committed amount on the date of this Agreement, (ii) outstanding loans in an aggregate principal amount of up to $100,000,000 under revolving credit facilities, and (iii) working capital and other short-term credit facilities maintained by Subsidiaries of JDI, as amended, restated, supplemented, modified, replaced or refinanced from time to time to the extent the aggregate principal committed amount thereof is not increased beyond the aggregate principal committed amount on the date of this Agreement) or (d) the absence from any new indenture of JDI in connection with the Restructuring Transactions of a customary restricted payment basket permitting, among other things, at least fifty percent of net income to be distributed to holders of the capital stock of JDI, which may be utilized, among other things, in order to permit JDHI to pay cash interest on the Note on and after the fifth anniversary of the Closing Date; provided , however , that solely with respect to the rights and obligations of any Unilever Entity as holder and under the terms of the Warrant, no change or amendment to any agreement specified in clause (a) or (b) above that does not disproportionately affect such Unilever Entity as holder of and under the terms of the Warrant relative to any Stockholder (as defined in the New Stockholders’ Agreement) shall be deemed to be a Material Amendment.

“ Name Change ” means the change of the name of JDHI to “Diversey, Inc.” as approved by the Board of Directors of JDHI on or about October 6, 2009.

“ Net Cash Closing Payment ” means $158,000,000.

“ Net Settled Amount ” means the net of amounts due to, and payable by, (a) any Unilever Entity to JDHI or any of its Affiliates and (b) JDHI or any of its Affiliates to any Unilever Entity, in each case pursuant to any obligations and liabilities existing or arising under (i) the Put Option (as defined in the Stockholders’ Agreement) and Section 7.9 of the Stockholders’ Agreement, (ii) Sections 3.6(b), 3.6(d), 9.10(e), 9.10(g) and 9.16(b) of the Diversey Purchase Agreement, (iii) the Settled Tax Matters and (iv) Section 6.3 of the Umbrella Agreement.

“ New Class A Common Stock ” means the class A common stock, par value $0.01 per share, of JDHI created under the Restated Certificate.

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“ New Class B Common Stock ” means the class B common stock, par value $0.01 per share, of JDHI created under the Restated Certificate.

“ New Common Stock ” means the New Class A Common Stock and New Class B Common Stock.

“ New Stockholders’ Agreement ” means a stockholders’ agreement to be entered into by and among JDHI, CMH, CD&R Investor and certain other stockholders of JDHI, as such agreement may be amended from time to time.

“ Note ” means a note payable by JDHI to Marga or an Affiliate of Marga with an aggregate initial principal amount of $250,000,000, which shall (a) reflect the terms and conditions set forth on Exhibit A-1 and Exhibit A-2 attached hereto, (b) contain such other terms and conditions not inconsistent therewith which are usual and customary for notes similar to the Note that are qualified under the Trust Indenture Act and (c) not contain any substantive provisions that materially affect the rights of the holders thereof that are inconsistent with clauses (a) and (b) without Marga’s and JDHI’s prior written consent (which consent shall not be unreasonably withheld or delayed).

“ Note Registration Rights Agreement ” means the Registration Rights Agreement with respect to the Note between JDHI and Marga, substantially in the form attached hereto as Exhibit B (subject to such changes to such form as (a) may be reasonably necessary to facilitate the successful placement or syndication of the Refinancing Indebtedness (as defined in the Exhibit A-1 ), and (b) are reasonably satisfactory to JDHI, CD&R and Unilever), as such agreement may be amended from time to time.

“ Order ” means any order, judgment, injunction, decree or award of any Governmental Authority or any administrative or judicial consent decree or analogous instrument.

“ Person ” means any individual, partnership, firm, corporation, association, trust, estate, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.

“ Registration Rights Agreement ” means the Registration Rights Agreement to be entered into by and among JDHI, CD&R Investor, SNW, Marga, CMH and the other stockholders of JDHI party thereto from time to time in accordance with the terms thereof, substantially in the form attached hereto as Exhibit C , as such agreement may be amended from time to time.

“ Restated Certificate ” means the Second Amended and Restated Certificate of Incorporation of JDHI, to be filed with the Secretary of State of the State of Delaware on or prior to the Closing Date in connection with the consummation of the Restructuring Transactions, in substantially the form attached as Exhibit D hereto (and with such changes that, individually or in the aggregate, could not reasonably be expected to have an adverse effect on the rights and obligations of any Unilever Entity under this Agreement, any Ancillary Agreement, the Indenture or the Note).

“ Satisfied Items ” means the items satisfied, settled, paid or terminated pursuant to clauses (i) and (ii) of Section 2.4(a) hereof, subject to the exceptions set forth in Section 2.4(b) hereof.

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“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Settled Tax Matters ” means the closing of the Internal Revenue Service federal income tax audit examination of (a) S.C. Johnson & Sons, Inc. and its subsidiaries for the fiscal tax years ended July 2, 1999 and November 5, 1999 and (b) CMH and its subsidiaries for the fiscal tax years ended June 30, 2000 and June 29, 2001.

“ Solvency Opinion ” means the opinion of the Advisor, addressed to the Board of Directors of JDHI and attesting to the solvency of JDHI and its Subsidiaries on a consolidated basis immediately after the closing of the Restructuring Transactions, which opinion shall be in customary form.

“ Stockholders’ Agreement ” means the Amended and Restated Stockholders’ Agreement, dated as of December 19, 2008, among JDHI, CMH and Marga (as the same may be amended from time to time prior to the Closing).

“ Subsidiary ” means, with respect to any Person, any entity of which securities or other ownership interests ( i ) having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions or ( ii ) representing at least fifty percent of such securities or ownership interests are at the time directly or indirectly owned by such Person.

“ Tax ” means all federal, state, local, and foreign net income, gross income, profits, franchise, gross receipts, payroll, sales, employment, use, occupation, license, value added, property, ad valorem, withholding, excise, use, fuel, excess or windfall profits, alternative or add-on minimum, custom duties, gains, transfer, documentary, stamp, social security, and other taxes, duties, fees, assessments or charges of any nature whatsoever, together with all interest, penalties, fines and additions to tax or additional amounts imposed with respect thereto.

“ Trust Indenture Act ” means the Trust Indenture Act of 1939, as amended, and the rules and regulations promulgated thereunder.

“ Umbrella Agreement ” means the Umbrella Agreement in Respect of Professional Products, dated as of October 11, 2007, by and among Unilever PLC, Unilever and JDI (as the same may be amended from time to time prior to the Closing).

“ Unilever Commercial Agreements ” means (1) the Umbrella Agreement, (2) the Master Sub-License Agreement in Respect of Professional Products, dated as of December 18, 2007, among Unilever, Unilever PLC and JDI, (3) the Amended and Restated Master Sales Agreement, dated as of December 18, 2007, among Unilever, Unilever PLC and JDI, (4) the Dispensed Products License Agreement, dated as of May 3, 2002, among Unilever, Unilever PLC and JDI, (5) the Supply Agreement, dated May 3, 2002, in relation to products to be supplied by members of the Unilever Group to members of the Customer Parent’s Group, among Unilever, Unilever PLC and JDI and (6) the Supply Agreement, dated May 3, 2002, in relation to products to be supplied by members of the Co-packer Parent’s Group to members of the Unilever Group, among Unilever, Unilever PLC and JDI, in each case as amended from time to time.

“ Unilever Commercial Agreement Amendments ” means the amendments to the Unilever Commercial Agreements, substantially in the form attached as Exhibit E hereto.

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“ Unilever Entities ” means Conopco, Marga, Unilever and Unilever PLC and their respective Affiliates.

“ Unilever PLC ” means Unilever PLC, a company incorporated in England and Wales.

“ Veto Provisions ” means Section 4.10 of the Stockholders’ Agreement and Section II.A.2.b of Article Fourth of the Certificate, including Annex A thereto.

“ Warrant ” means a warrant to purchase shares of New Class A Common Stock of JDHI issued to Marga or an Affiliate of Marga, in substantially the form attached as Exhibit F hereto, representing (assuming the exercise of the Warrant) 4.0% of the aggregate outstanding shares of New Class A Common Stock of JDHI immediately after giving effect to the Restructuring Transactions as contemplated by the Investment Agreement.

“ Warrant Shares ” means the shares of New Class A Common Stock of JDHI issuable upon exercise of the Warrant.

Section 1.2.     Other Defined Terms . The following terms shall have the meanings defined for such terms in the sections set forth below.

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ARTICLE II

PURCHASE OF SHARES; CLOSING; STOCKHOLDER APPROVAL

Section 2.1.     Agreement to Purchase Shares . On the basis of the respective representations, warranties and agreements herein contained and subject to the terms and conditions of this Agreement, (i) Marga hereby agrees to sell, transfer, convey and assign to JDHI or, if notice is given in writing by JDHI to Marga at least three Business Days prior to the Closing Date, an Affiliate of JDHI, and (ii) JDHI hereby agrees to purchase and acquire, or cause an Affiliate of JDHI to purchase and acquire, from Marga, all the Shares, on the Closing Date for the Redemption Consideration.

Section 2.2.     Redemption Consideration . The aggregate consideration to be paid by JDHI or its Affiliate for the purchase of the Shares shall consist of the following (collectively, the “ Redemption Consideration ”):

Section 2.3.     Payment of Equity Cash Consideration . Payment of the Equity Cash Consideration shall be made at the Closing by (a) the payment by or at the direction of JDHI of the Net Cash Closing Payment to Marga by wire transfer of immediately available funds to such bank account or accounts as may be designated in writing by Marga to JDHI at least three Business Days prior to the Closing Date and (b) the settlement and satisfaction, in accordance with Section 2.4(a) hereof, of the Net Settled Amount, it being understood and agreed that the actual net cash amount paid to Marga at Closing shall be the Net Cash Closing Payment.

Section 2.4.     Satisfaction and Settlement of Certain Prior Obligations; Indemnification Payments; Acknowledgements .

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