Exhibit
10.4
TERMINATION AGREEMENT
This Termination Agreement (this
“ Agreement ”) is made and entered into on
May 1, 2006 by and among S.C. Johnson & Son, Inc., a
Wisconsin corporation (“ SCJ ”), and Johnson
Polymer, LLC, a Wisconsin limited liability company (“
Polymer ”).
RECITALS
A. Pursuant to an Asset and Equity
Interest Purchase Agreement dated as of May 1, 2006 (the
“ Purchase Agreement ”) by and among Polymer,
JohnsonDiversey Holdings II B.V., a company organized
under the laws of the Netherlands (together with Polymer, “
Sellers ”), and BASF Aktiengesellschaft, a company
organized under the laws of Germany (“ Buyer ”),
Buyer or its designated affiliate will purchase, among other
things, (1) certain assets of 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 the Sellers.
B. Pursuant to an Agreement dated
effective as of May 3, 2002 by and between SCJ and Johnson
Polymer, Inc. (n/k/a Johnson Polymer, LLC) (the “ License
Agreement ”), SCJ granted to Polymer a license to use
certain SCJ brands and marks in connection with the sale of Polymer
products.
C. In connection with the closing of
the transactions contemplated by the Purchase Agreement (the
“ Closing ”), (1) SCJ intends to grant to
Buyer a limited phase out license concerning the use of the name
“Johnson Polymer” and certain other marks (the “
Phase-Out License ”), all as will be more specifically
provided in the Phase-Out License, and (2) SCJ and Polymer
desire to terminate the License Agreement, in accordance with the
terms and conditions set forth in this Agreement.
NOW, THEREFORE, for such good and
valuable consideration, the receipt of which is acknowledged, the
parties hereby agree as follows:
AGREEMENTS
1. Acknowledgement of Certain
Actions in Connection with the Sale of the Business.
(a) SCJ and Polymer hereby agree
that the execution of the Purchase Agreement, and the transfer of
the assets, equity interests and liabilities as set forth in the
Purchase Agreement, shall not constitute “CONDUCT DEEMED
DETRIMENTAL” as defined in the License Agreement and
referenced in Section 15(g) thereof.
(b) SCJ and Polymer acknowledge
that, subject to the execution and delivery of the Phase-Out
License by Buyer (in the form attached to the purchase agreement,
with such changes, if any, as may be agreed by the parties to the
Phase-Out License) on or prior to the Closing, (i) the failure
of Polymer to change its name or the name of any of the
Sellers’ subsidiaries prior to the Closing to eliminate the
use of the name “Johnson” and the failure of Polymer to
adopt new house marks and trade names and cause its subsidiaries to
do the same will not be a breach of, violation of or default under
Section 15(n) of the License Agreement or give rise to a right
to convert a license or to terminate the License Agreement under
such Section and (ii) subject to Polymer’s compliance
with Section 2 of this Agreement, the failure of Polymer to
change its name or the name of any of the Sellers’
subsidiaries prior to the Closing to eliminate the use of the name
“Johns
