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Employment Agreement

EMPLOYMENT AGREEMENT

THIS AGREEMENT, made and entered into this 8th day of November, 1999, by and between S. C. JOHNSON COMMERCIAL MARKETS, INC. a Delaware corporation (?CMI?) and JoAnne Brandes (?Employee?).

In consideration of the mutual promises and agreements set forth below, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.1 Position and Responsibilities. During the period of this Agreement and subject to the terms and conditions hereof, the Employee agrees to serve as Senior Vice President, General Counsel and Secretary, and to be responsible for the typical management responsibilities expected of an officer holding such position and such other responsibilities consistent with such position as may be assigned to the Employee from time to time by the President or Chairman.

1.2 Place of Employment. Employee?s principal place of employment shall be CMI?s corporate headquarters, presently located in Sturtevant, Wisconsin.

1.3 Duties. During the Period of Employment, the Employee shall devote all of his business time, attention and skill to the business and affairs of the Company and its subsidiaries, except, so long as such activities do not unreasonably interfere with the business of the Company or diminish the Employee?s obligations under the Agreement, that Employee may (i) participate in the affairs of any governmental, educational or other charitable institution, or engage in professional speaking and writing activities, or (ii) serve as a member of the board of directors of other corporations, and in either case, the Employee shall be entitled to retain all fees, royalties and other compensation derived from such activities in addition to the compensation and other benefits payable to her under the Agreement; and provided further, that the Employee may invest her personal or family funds in any form or manner she may choose that will not require any services on her part in the operation of or the affairs of the companies in and which such investments are made. The Employee will perform faithfully the duties consistent with her position and which may be assigned to her from time to time by the President or Chairman.

TERM AND TERMINATION

2.1 Term. Employee?s employment under this Agreement shall commence on November 8, 1999, shall be at will, and may be terminated by formal or informal action of the Chairman or President at any time for any reason not prohibited by law.

2.2 Termination Without Cause. If Employee?s employment shall be terminated without cause, as defined in Section 2.3 below, Employee shall, in addition to any other compensation and benefits provided by CMI policies and benefit plans then in effect and, so long as she complies with all provisions of the agreements attached as Addenda A, B, and C, receive (a) continuation of her base salary for one year from the effective date of the employment termination; (b) a pro-rated performance bonus for the fiscal year in which termination occurs, as described in Section 3.2, which shall be payable at the time and in the manner in which CMI normally pays such bonuses; and (c) reimbursement of expenses to which Employee is entitled under Section 5.3.