SiteOne Landscape Supply, Inc. [•] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • May 2nd, 2016 • SiteOne Landscape Supply, Inc. • Agricultural services • New York
The stockholders of SiteOne Landscape Supply, Inc., a Delaware corporation (the “Company”), listed in Schedule II hereto (the “Selling Stockholders”) propose severally, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares (collectively, the “Firm Shares”) of Common Stock, par value $0.01 per share of the Company (the “Stock”). In addition, at the election of the Underwriters, the Selling Stockholders propose to sell to the Underwriters up to [•] additional shares of the Stock (collectively, the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters may elect to purchase pursuant to Section 3 hereof are herein collectively called the “Shares.”
SiteOne Landscape Supply, Inc. Form of Employee Stock Option AgreementEmployee Stock Option Agreement • May 2nd, 2016 • SiteOne Landscape Supply, Inc. • Agricultural services • Delaware
This Employee Stock Option Agreement (the “Agreement”), by and between SiteOne Landscape Supply, Inc., a Delaware corporation (the “Company”), and the Employee whose name is set forth on Exhibit A hereto, is being entered into pursuant to the SiteOne Landscape Supply, Inc. 2016 Omnibus Equity Incentive Plan (the “Plan”) and is dated as of the date it is accepted and agreed to by the Employee in accordance with Section 7(p). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • May 2nd, 2016 • SiteOne Landscape Supply, Inc. • Agricultural services • Delaware
Indemnification Agreement (this “Agreement”), dated as of [●], 2016, by and among SiteOne Landscape Supply, Inc., a Delaware corporation (“SiteOne”), SiteOne Landscape Supply Midco, Inc., a Delaware corporation (“Midco”), SiteOne Landscape Supply Bidco, Inc., a Delaware corporation (“Bidco”) SiteOne Landscape Supply Holding, LLC, a Delaware limited liability company (“Landscape Holding”), and SiteOne Landscape Supply, LLC, a Delaware limited liability company (“Landscape”, and SiteOne, Midco, Bidco and Landscape individually a “Company” and together the “Companies”) and [●] (“Indemnitee”).
SiteOne Landscape Supply, Inc. Form of Employee Restricted Stock Unit AgreementRestricted Stock Unit Agreement • May 2nd, 2016 • SiteOne Landscape Supply, Inc. • Agricultural services • Delaware
This Employee Restricted Stock Unit Agreement (the “Agreement”), by and between SiteOne Landscape Supply, Inc., a Delaware corporation (the “Company”), and the Employee whose name is set forth on Exhibit A hereto, is being entered into pursuant to the SiteOne Landscape Supply, Inc. 2016 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”) and is dated as of the date it is accepted and agreed to by the Employee in accordance with Section 6(t). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 2nd, 2016 • SiteOne Landscape Supply, Inc. • Agricultural services • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 23April 29, 20132016, among CD&R LANDSCAPES MERGER SUB, INC., a Delaware corporation (“Merger Sub” and, at any time prior to the consummation of the JDA Merger (as defined in Subsection 1.1) and as further defined in Subsection 1.1,SITEONE LANDSCAPE SUPPLY HOLDING, LLC, a Delaware limited liability company (formerly known as JDA Holding LLC) (the “Parent Borrower”), CD&R LANDSCAPES MERGER SUB 2, INC., a Delaware corporation (“Merger Sub 2” and, at any time prior to the consummation of the JDL Merger (as defined in Subsection 1.1) and as further defined in Subsection 1.1,SITEONE LANDSCAPE SUPPLY, LLC, a Delaware limited liability company (formerly known as John Deere Landscapes LLC) (the “OpCo Borrower”, and together with the Parent Borrower, collectively, the “Borrowers” and each individually, a “Borrower”), the several banks and other financial institutions from time to time party hereto (as further defined in Subsection 1.1,
AMENDED AND RESTATED CREDIT AGREEMENT among SITEONE LANDSCAPE SUPPLY HOLDING, LLC (formerly known as JDA Holding LLC), and SITEONE LANDSCAPE SUPPLY, LLC (formerly known as John Deere Landscapes LLC), as the Borrowers, THE LENDERS FROM TIME TO TIME...Credit Agreement • May 2nd, 2016 • SiteOne Landscape Supply, Inc. • Agricultural services • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 29, 2016, among SITEONE LANDSCAPE SUPPLY HOLDING, LLC, a Delaware limited liability company (formerly known as JDA Holding LLC) (the “Parent Borrower”), SITEONE LANDSCAPE SUPPLY, LLC, a Delaware limited liability company (formerly known as John Deere Landscapes LLC) (the “OpCo Borrower”, and together with the Parent Borrower, collectively, the “Borrowers” and each individually, a “Borrower”), the several banks and other financial institutions from time to time party hereto (as further defined in Subsection 1.1, the “Lenders”), and UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity and as further defined in Subsection 1.1, the “Administrative Agent”) for the Lenders hereunder and as collateral agent (in such capacity and as further defined in Subsection 1.1, the “Collateral Agent”) for the Secured Parties (as defined below).
SiteOne Landscape Supply, Inc. Form of Deferred Stock Unit Agreement (for Non- Employee Director Service)Stock Unit Agreement • May 2nd, 2016 • SiteOne Landscape Supply, Inc. • Agricultural services • Delaware
This Deferred Stock Unit Agreement (this “Agreement”), dated as of the date set forth on Exhibit A hereto (the “Grant Date”), between SiteOne Landscape Supply, Inc., a Delaware corporation (the “Company”), and the Person whose name is set forth on Exhibit A hereto (the “Participant”),1 is being entered into pursuant to the SiteOne Landscape Supply, Inc. 2016 Omnibus Equity Incentive Plan (the “Plan”). The meaning of capitalized terms used in this Agreement may be found in Section 5 of this Agreement.
Deere & Company Law Department One John Deere Place Moline, IL 61265 Attention: General Counsel Ladies and Gentlemen:SiteOne Landscape Supply, Inc. • May 2nd, 2016 • Agricultural services
Reference is made to the Consulting Agreement, dated as of December 23, 2013 (the “Deere Consulting Agreement”), by and among SiteOne Landscape Supply, Inc. (formerly known as CD&R Landscapes Parent, Inc.), a Delaware corporation (the “Company”), SiteOne Landscape Supply Midco, Inc. (formerly known as CD&R Landscapes Midco, Inc.), a Delaware corporation (“Midco”), SiteOne Landscape Supply Bidco, Inc. (formerly known as CD&R Landscapes Bidco, Inc.), a Delaware corporation (“Bidco”), SiteOne Landscape Supply Holding, LLC (formerly known as JDA Holding LLC), a Delaware limited liability company (“Landscape Holding”), SiteOne Landscape Supply, LLC (formerly known as John Deere Landscapes LLC), a Delaware limited liability company (“OpCo” and together with the Company, Midco, Bidco and Landscape Holding, the “Company Group”) and Deere & Company, a Delaware corporation (“Deere Investor”). The Deere Consulting Agreement sets forth, among other things, the fees to be paid, or caused to be paid
Clayton, Dubilier & Rice, LLCSiteOne Landscape Supply, Inc. • May 2nd, 2016 • Agricultural services • New York
ContractSiteOne Landscape Supply, Inc. • May 2nd, 2016 • Agricultural services
John Deere Landscapes (Company) has extended an offer of employment to Briley Brisendine (Employee) as Executive Vice President and General Counsel, effective September 8, 2015. This offer includes a one-time hiring bonus in the amount of $70,000. The hiring bonus will be paid to the Employee in one lump-sum amount, less all applicable local, state and federal withholding taxes for which the Company will not reimburse the Employee.
FORM OF SEPARATION BENEFIT AGREEMENTForm of Separation Benefit Agreement • May 2nd, 2016 • SiteOne Landscape Supply, Inc. • Agricultural services • Georgia
This Separation Benefit Agreement (this “Agreement”), dated as of May [●], 2016, is entered into by and between [●] (the “Executive”) and SiteOne Landscape Supply, LLC, a Delaware limited liability company (the “Company”), and SiteOne Landscape Supply, Inc., a Delaware corporation (“Parent”). Capitalized terms that are used but not otherwise defined have the meanings set forth in Section 4.
