Venator Materials PLC (Form: S-8, Received: 08/15/2017 16:38:38)

As filed with the Securities and Exchange Commission on August 15, 2017

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Venator Materials PLC

( Exact name of registrant as specified in its charter)

England and Wales
(State or other jurisdiction of
incorporation or organization)

98-1373159
(I.R.S. Employer
Identification No.)

Titanium House, Hanzard Drive, Wynyard Park,

Stockton-On-Tees, TS22 5FD, United Kingdom

( Address of principal executive offices, including zip code)

Venator Materials
2017 Stock Incentive Plan

( Full title of the plan)

Russ Stolle

Senior Vice President, General Counsel and Chief Compliance Officer

Titanium House, Hanzard Drive, Wynyard Park,

Stockton-On-Tees, TS22 5FD, United Kingdom

+44 (0) 1740 608 001

( Name, address and telephone number of agent for service)

Copies to:

Alan Beck
Sarah K. Morgan
Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2500
Houston, Texas 77002
(713) 758-2222

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Large accelerated filer o		Accelerated filer o		Non-accelerated filer x		Smaller reporting company o
						Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

CALCULATION OF REGISTRATION FEE



Title of securities to be registered	Amount to be registered (1)(2)	Proposed maximum offering price per share (3)		Proposed maximum aggregate offering price (3)		Amount of registration fee
Ordinary Shares, $0.001 par value per share	14,025,000 shares	$	19.34	$	271,243,500	$	31,438

(1) This Registration Statement (as defined below) registers an aggregate of 14,025,000 ordinary shares, $0.001 par value per share (the “Ordinary Shares”) in the capital of Venator Materials PLC (the “Registrant”) that may be delivered with respect to awards under the Venator Materials 2017 Stock Incentive Plan (as amended from time to time, the “Plan”).

(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to cover an indeterminate number of Ordinary Shares that may become issuable as a result of stock splits, stock dividends or similar transactions pursuant to the adjustment or anti-dilution provisions of the Plan.

(3) In accordance with Rule 457(h)(1) of the Securities Act, the price of the securities has been estimated pursuant to Rule 457(c) of the Securities Act solely for the purpose of calculating the registration fee, and the price listed is the average of the high and low prices of the Ordinary Shares as reported on the New York Stock Exchange on August 11, 2017 (a date within five business days prior to the date of filing the Registration Statement).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The Registrant will send or give to all participants in the Plan document(s) containing the information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act. In accordance with Rule 428(a)(2) of the Securities Act, the Registrant has not filed such document(s) with the Commission, but such documents (along with the documents incorporated by reference into this Form S-8 registration statement (this “Registration Statement”) pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, the Registrant hereby incorporates by reference into this Registration Statement the following documents:

(a) The Registrant’s prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act, relating to the Registrant’s Registration Statement on Form S-1 (File No. 333-217753), originally filed with the Commission on May 5, 2017;

(b) The Registrant’s current reports filed on Form 8-K (excluding Items 2.02 and 7.01), filed with the Commission on August 7, 2017 and August 11, 2017;

(c) The description of ordinary shares included under the caption “Description of Share Capital” contained in the prospectus forming part of the Registrant’s Registration Statement on Form S-1 (File No. 333-217753), which such description has been incorporated by reference in Item 1 of the Registrant’s Registration Statement on Form 8-A, filed pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall also be deemed to be incorporated by reference herein and to be a part hereof from the dates of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Registrant’s articles of association provide that, to the fullest extent allowed by the Companies Act 2006, the Registrant shall indemnify its directors against all loss or liability incurred by such director in connection with the Registrant’s or the individual’s activities as trustee of a pension scheme, and against all loss or liability incurred in relation to the Registrant, any associated company or such other organization or employee benefit plan, where the basis of such proceeding is the execution or discharge of the duties of the director’s office or otherwise related thereto.

The Registrant plans to enter into indemnification agreements with its directors and executive officers to indemnify them to the maximum extent allowed under applicable law. These agreements indemnify these individuals against certain costs, charges, losses, liabilities, damages and expenses incurred by such director or officer in the execution or discharge of his or her duties. Such agreements do not indemnify the Registrant’s directors against any liability attaching to such individuals in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he or she is a director, which would be rendered void under the Companies Act 2006. The U.K.-specific restrictions apply to directors but not officers who are not also directors. The relevant provisions of the Companies Act 2006 in respect of indemnification of directors and officers are sections 205, 206, 232, 233, 234, 235, 236, 237, 238 and 1157.

Section 205 provides that a company can provide a director of that company (or of its holding company) with funds to meet expenditures incurred or to be incurred by him or her: (i) in defending any criminal or civil proceedings in connection with any alleged negligence, default, breach of duty or breach of trust by him in relation to that company or an associated company; or (ii) in connection with any application for relief under section 661(3) or 661(4) (acquisition of shares by an innocent nominee) or section 1157 (as described below), provided that such funds are provided on the basis that they must be repaid if the director is convicted in the proceedings, judgment is given against such director in the proceedings or the court refuses to grant the relief on the application not later than the date on which the conviction or judgment becomes final or the date when the refusal of relief becomes final (as applicable).

Section 206 provides that a company can provide a director of that company (or of its holding company) with funds to meet expenditures incurred or to be incurred by him or her in defending himself or herself in an investigation by a regulatory authority, or against action proposed to be taken by a regulatory authority, in connection with any alleged negligence, default, breach of duty or breach of trust by him or her in relation to the company or an associated company.

Section 232 provides that any provision that purports to exempt a director from any liability that would otherwise attach to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void. Any provisions by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company or an associated company against any such liability is void except to the extent permitted by sections 233 or unless it is a qualifying third-party indemnity provision under section 234 (as described below) or a qualifying pension scheme indemnity provision under section 235 (as described below).

Notwithstanding the provisions of section 232 above, section 233 permits liability insurance, commonly known as directors’ and officers’ liability insurance, to be purchased and maintained by a company against liability of its directors, or directors of an associated company, for negligence, default, breach of duty or breach of trust in relation to such company or associated company.

Pursuant to section 234, an indemnity is a qualifying third-party indemnity as long as it does not provide any indemnity against (i) any liability incurred by the director to the company or to any associated company; (ii) any liability of the director to pay a fine imposed in criminal proceedings, or a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (howsoever arising); or (iii) any liability incurred by the director in defending criminal proceedings in which he or she is convicted, civil proceedings brought by the company or an associated company in which judgment is given against such director, or where the court refuses to grant such director relief under an application for relief under section 661(3) or 661(4) (acquisition of shares by an innocent nominee) or section 1157 (as described below).

Section 235 allows a company to provide an indemnity to a director of that company if the company is a trustee of an occupational pension scheme, and such indemnity provides protection against liability incurred in connection with the company’s activities as trustee of the scheme, as long as it does not provide any indemnity against (i) any liability of the director to pay a fine imposed in criminal proceedings, or a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (howsoever arising); or (ii) any liability incurred by the director in defending criminal proceedings in which he or she is convicted.

Any indemnity provided under section 234 or section 235 in force for the benefit of one or more directors of the company or an associated company must be disclosed in the directors’ annual report in accordance with section 236 and copies of such indemnification provisions (or, if not in writing, a written memorandum setting out their terms) must be made available for inspection at the company’s registered office (or the place specified in regulations under section 1136) in accordance with section 237 for at least one year from the expiry or termination of such provision (and every member of the company has a right to inspect and request such copies under section 238).

Section 1157 provides that in proceedings against an officer of a company for negligence, default, breach of duty or breach of trust, the court may relieve such officer, either wholly or in part, from liability, on such terms as it thinks fit, if it appears to the court that such officer is or may be liable but acted honestly and reasonably and that having regard to all the circumstances of the case (including those connected with his appointment), such officer ought fairly to be excused. Further, an officer who has reason to apprehend that a claim of negligence, default, breach of duty or breach of trust will or might be made against him or her, such officer may apply to the court for relief, and the court will have the same power to relieve such officer as it would if such proceedings had actually been brought.

A court has wide discretion in granting relief, and may authorize civil proceedings to be brought in the name of the company by a shareholder on terms that the court directs. Except in these limited circumstances, English law does not generally permit class action lawsuits by shareholders on behalf of the company or on behalf of other shareholders.

The Registrant will obtain and expect to continue to maintain insurance policies under which its directors and officers are insured, within the limits and subject to the limitations of those policies, against certain expenses in connection with the defense of, and certain liabilities that might be imposed as a result of, actions, suits or proceedings to which they are parties by reason of being or having been directors or officers. The coverage provided by these policies may apply whether or not the Registrant would have powers to indemnify such person against such liability under the provisions of English law.

The underwriting agreement among the Registrant and the underwriters filed in connection with the Registrant’s initial public offering provides for indemnification of the Registrant’s directors and officers by the underwriters against certain liabilities arising under the Securities Act or otherwise in connection with such offering.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

The Registrant’s intends to maintain liability insurance policies that indemnify its directors and officers against various liabilities, including certain liabilities under arising under the Securities Act and the Exchange Act, that may be incurred by them in their capacity as such.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The exhibits to this Registration Statement are listed in the Index to Exhibits in this Registration Statement, which immediately precedes such exhibits and is incorporated herein by reference.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of The Woodlands, State of Texas, on August 15, 2017.

	Venator Materials PLC

	By:	/s/ Russ Stolle
	Name:	Russ Stolle
	Title:	Senior Vice President, General Counsel and Chief Compliance Officer

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below authorizes and appoints Russ Stolle and Kurt Ogden, and each of them, any of whom may act without the joinder of the other, as such person’s true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or agents, or their substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on August 15, 2017.

Signature		Title

/s/ Simon Turner		Chief Executive Officer, President and Director
Simon Turner		(Principal Executive Officer)

/s/ Kurt Ogden		Senior Vice President and Chief Financial Officer (Principal Financial Officer), and Venator’s Authorized Representative in the United States
Kurt Ogden

/s/ Stephen Ibbotson		Vice President and Corporate Controller
Stephen Ibbotson		(Principal Accounting Officer)

/s/ Peter R. Huntsman		Director
Peter R. Huntsman

/s/ Sir Robert J. Margetts		Director
Sir Robert J. Margetts

/s/ Douglas D. Anderson		Director
Douglas D. Anderson

/s/ Daniele Ferrari		Director
Daniele Ferrari

INDEX TO EXHIBITS

Exhibit
Number		Description

4.1		Amended and Restated Articles of Association (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K (File No. 001-38176) filed with the Commission on August 7, 2017).

4.2		Certificate Evidencing Ordinary Shares (incorporated by reference to Exhibit 4.1 to the Registrant’s Form S-1/A (File No. 333-217753) filed with the Commission on June 30, 2017).

4.3		Venator Materials 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No. 001-38176) filed with the Commission on August 7, 2017).

4.4*		Form of Non-qualified Stock Option Agreement (Employee Form) related to the Venator Materials 2017 Stock Incentive Plan.

4.5*		Form of Performance Unit Agreement (Employee Form) related to the Venator Materials 2017 Stock Incentive Plan.

4.6*		Form of Phantom Share Agreement (Employee Form) related to the Venator Materials 2017 Stock Incentive Plan.

4.7*		Form of Restricted Stock Unit Agreement (Employee Form, IPO Award Conversion) related to the Venator Materials 2017 Stock Incentive Plan.

4.8*		Form of Restricted Stock Unit Agreement (Employee Form, New Grants) related to the Venator Materials 2017 Stock Incentive Plan.

4.9*		Form of Restricted Stock Unit Agreement (Director Form) related to the Venator Materials 2017 Stock Incentive Plan.

4.10*		Form of Share Unit Agreement (Director Form) related to the Venator Materials 2017 Stock Incentive Plan.

4.11*		Form of Notice of Award of Ordinary Shares (Director Form) related to the Venator Materials 2017 Stock Incentive Plan.

5.1*		Opinion of Vinson & Elkins R.L.L.P.

23.1*		Consent of Vinson & Elkins R.L.L.P. (included in the opinion filed as Exhibit 5.1 to this Registration Statement).

23.2*`		Consent of Deloitte & Touche LLP (Venator Materials PLC).

23.3.*		Consent of Deloitte & Touche LLP (Venator (Combined Divisions of Huntsman)).

23.4*		Consent of Deloitte & Touche LLP (Titanium Dioxide Pigments and Other Businesses of Rockwood Holdings, Inc.).

24.1*		Power of Attorney (included on the signature page of this Registration Statement).

*Filed herewith.

Exhibit 4.4

VENATOR MATERIALS
2017 STOCK INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT
(Employee Form)

Grantee:
Date of Grant:
Non-Qualified Stock Option Grant Number:
Exercise Price Per Share:
Number of Ordinary Shares to which Option Relates:

This Agreement is made and entered into as of the Date of Grant set forth above, by and between Venator Materials PLC, a public company limited by shares and incorporated under the laws of England and Wales (the “ Company ”) and you;

WHEREAS , the Company in order to induce you to enter into and to continue and dedicate service to the Company and to materially contribute to the success of the Company agrees to grant you this option award;

WHEREAS , the Company adopted the Venator Materials 2017 Stock Incentive Plan, as it may be amended from time to time (the “ Plan ”) under which the Company is authorized to grant Non-Qualified Stock Options (the “ Non-Qualified Stock Options ”) to eligible service providers of the Company;

WHEREAS , a copy of the Plan has been furnished to you and shall be deemed a part of this Non-Qualified Stock Option Agreement (the “ Agreement ”) as if fully set forth herein; and

WHEREAS , you desire to accept the award of Non-Qualified Stock Options made pursuant to this Agreement.

NOW, THEREFORE , in consideration of the mutual covenants set forth herein and for other valuable consideration hereinafter set forth, the parties hereto agree as follows:

1. The Grant . Subject to the conditions set forth below, the Company hereby grants you, effective as of the Date of Grant, a Non-Qualified Stock Option (the “ Option ”) to purchase the number of Ordinary Shares of the Company as set forth above, whereby the Option, to the extent vested, in accordance with all of the terms and conditions set forth herein and in the Plan (the “ Award ”). The Option is not intended to be an incentive stock option within the meaning of Section 422 of the Code. You acknowledge receipt of a copy of the Plan, and agree that the terms and provisions of the Plan, including any future amendments thereto, shall be deemed a part of this Agreement as if fully set forth herein. To the extent that any provision of this Agreement conflicts with the expressly applicable terms of the Plan, you acknowledge and agree that those terms of the Plan shall control and, if necessary, the applicable terms of this

Agreement shall be deemed amended so as to carry out the purpose and intent of the Plan. Terms that have their initial letter capitalized, but that are not otherwise defined in this Agreement shall have the meanings given to them in the Plan.

2. No Shareholder Rights . The Option granted pursuant to this Agreement does not and shall not entitle you to any rights of a holder of a Share prior to the date Shares are issued to you in settlement of the Award, if at all. Your rights with respect to the Option shall remain forfeitable at all times prior to the date on which rights become vested and the restrictions with respect to the Option lapse in accordance with Section 4 or 5.

3. Nontransferability of Option . Without the express written consent of the Committee, which may be withheld for any reason in its sole discretion, this Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during your lifetime only by you. The terms of the Plan and this Agreement shall be binding upon your executors, administrators, heirs, successors and assigns.

4. Vesting and Exercise of Option .

(a) General . Subject to the further provisions of this Agreement, the Option shall become vested and may be exercised in accordance with the following schedule, by written notice to the Company at its principal executive office addressed to the attention of its Secretary (or such other officer or employee of the Company as the Company may designate from time to time):

Vesting Date		Percentage of Award to Vest on Vesting Date
One year anniversary of Date of Grant		1/3
Two year anniversary of Date of Grant		1/3
Three year anniversary of Date of Grant		1/3

(b) Termination of Employment . If your employment with the Company is terminated for any reason (including without limitation on account of death, disability, or retirement), the Option, to the extent vested on the date of your termination, may be exercised at any time during the six-month period following such termination, by you or by your guardian or legal representative (or by your estate or the person who acquires the Option by will or the laws of descent and distribution or otherwise by reason of the death of you if you die during such period), but in each case only as to the vested number of Option shares, if any, that you were entitled to purchase hereunder as of the date your employment so terminates. All Option shares that are not vested on your termination of employment shall be automatically cancelled and forfeited without payment upon your termination. For purposes of this Agreement, “employment with the Company” shall include being an employee or a director of, or a consultant to, the Company or an affiliate.

(c) Purchase Amounts . There is no minimum or maximum number of Option shares that must be purchased upon exercise of the Option. Instead, the Option may be exercised, at any time and from time to time, to purchase any number of Option shares that are then vested according to the provisions of this Agreement.

(d) Method of Payment . Payment of the aggregate Exercise Price for the Shares being purchased shall be by any of the following, or a combination thereof, at your election: (i) cash; (ii) check; (iii) consideration received by the Company under a cashless broker exercise program approved by the Company; (iv) the withholding or “netting” of Shares having an aggregate Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares being purchased; or (v) any other lawful method of payment requested by you and approved in advance by the Committee. Notwithstanding anything to the contrary within this Agreement, to the extent that Shares are purchased pursuant to the Option pursuant to clause (iii) or (iv) of the preceding sentence, or any other method that the Company deems similar to a “net” settlement of Shares, you shall also undertake to pay to the Company the aggregate par value of the Shares, rounded up to the nearest $0.01, to be issued to you pursuant to this Section 4 within a ten (10) day period immediately following the issuance of such Shares, unless the Shares were transferred directly out of Treasury.

(e) Timing of Exercise . Notwithstanding any of the foregoing, the Option may not be exercised on or after the earliest of the following to take place:

(i) the date that is ten (10) years following the Date of Grant as set forth above;

(ii) the expiry of the period of six months following a Change of Control which qualifies as such because it is (1) a court-sanctioned compromise or arrangement between the Company and its shareholders under section 899 of the Companies Act, resulting in a change of Control of the Company and/or (2) the obtaining by any Person (or group of Persons acting in concert) of Control of the Company as the result of making a general offer to (A) acquire all of the issued Ordinary Share capital of the Company, which is made on a condition that, if it is satisfied, such acquiring Person or Persons, as applicable, will have Control of the Company or (B) acquire all of the shares in the Company which are of the same class as the Ordinary Shares; and

(iii) the expiry of the period during which any Person (or groups of Persons acting in concert) is bound or entitled under Sections 979 to 982 or Sections 983 to 985 of the Companies Act 2006 (or similar law of another jurisdiction) to acquire shares of the same class as the Ordinary Shares.

(f) Change of Control . Upon the occurrence of a Change of Control, the provisions of Section 6(j)(ix) of the Plan will apply.

5. Effect of Other Agreement . Notwithstanding any provision herein to the contrary, in the event of any inconsistency between this Section 5 and any employment agreement, change in control or severance arrangement entered into by and between you and the Company or its Subsidiaries, the terms of such an agreement shall control.

6. Leave of Absence . With respect to the Award, the Company may, in its sole discretion, determine that if you are on leave of absence for any reason you will be considered to still be in the employ of, or providing services for, the Company, provided that rights to the

Option during a leave of absence will be limited to the extent to which those rights were earned or vested when the leave of absence began.

7. Tax Related Items .

(a) Responsibility for Taxes . You acknowledge that, regardless of any action taken by the Company or any Subsidiaries, the ultimate liability for all income taxes, social security taxes, national insurance contributions, payroll taxes, fringe benefits taxes, or any similar taxes to the foregoing in any jurisdiction, payment on account or any other tax-related items including any interest or penalties thereon related to your participation in the Plan including, for the avoidance of doubt, in connection with the issue, acquisition, holding or sale of any Shares acquired by you in connection with the Plan (“ Tax-Related Items ”) for which you may be held liable under applicable law, is and remains your responsibility and may exceed the amount in respect thereof actually withheld by the Company or any Subsidiary. You further acknowledge that the Company (i) makes no representations or undertakings regarding any Tax-Related Items in connection with any aspect of this Award, including, but not limited to, the grant, vesting or settlement of this Award (or any part of this Award), the subsequent sale of Shares attributable to this Award, and (ii) does not commit to and is under no obligation to structure the terms of the grant or any aspect of this Award to reduce or eliminate your responsibility for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, you acknowledge that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b) Tax Indemnity . You shall indemnify the Company and the Subsidiaries in respect of any Tax-Related Items for which the Company and/or any Subsidiary is or may be liable to account (or reasonably believes it is or may be liable to account).

(c) Tax Withholding . The Company shall not settle any Award as set forth in Section 4, unless you have agreed in writing to pay any amounts under Section 7(a) or to make adequate arrangements satisfactory to the Company to satisfy all such Tax-Related Items (which, for the avoidance of doubt, shall include any employer’s (secondary) Class 1 national insurance contributions which may be recovered by the Company or a relevant Subsidiary from you under UK law). In this regard, if you do not pay the amount owed to the Company or the relevant Subsidiaries under Section 79(a) within the time period notified to you by the Company, you authorize the Company and the Subsidiaries or an agent of the Company and/or the Subsidiaries, as applicable, to satisfy your obligations with regard to all Tax-Related Items by one or a combination of the following:

(i) The Company may withhold a portion of the Shares otherwise issuable in settlement of this Award (or, in the case of Awards settled in cash, a portion of the cash proceeds) that have an aggregate Fair Market Value sufficient to pay the Tax-Related Items required to be withheld (as determined by the Company in good faith and in its sole discretion) with respect to this Award. For purposes of the foregoing, no fractional Shares will be withheld or issued pursuant to the vesting of this Award and the issuance of Shares or cash thereunder.

(ii) The Company may withhold a portion of the sales proceeds from the sale of Shares acquired pursuant to this Award either through a voluntary sale or through a mandatory sale arranged by the Company (on your behalf pursuant to this authorization without further consent).

(iii) The Company or the relevant Subsidiary may withhold any amounts necessary to pay the Tax-Related Items from your salary or other amounts payable to you to the extent permissible under applicable law.

(iv) The Company or the relevant Subsidiary may require you to submit a cash payment equivalent to the Tax-Related Items required to be withheld with respect to this Award.

(v) The Company or the relevant Subsidiary may satisfy the Tax-Related Items by such other methods or combinations of methods as the Company may make available from time to time.

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable withholding rates (as determined by the Company in good faith and its sole discretion), including maximum applicable tax rates. If the obligation for Tax-Related Items is satisfied by withholding from the Shares to be delivered upon settlement of this Award, for tax purposes, you are deemed to have been issued the full number of Shares notwithstanding that a number of Shares are held back for the purpose of paying Tax-Related Items. In the event the withholding requirements are not satisfied, no Shares or cash will be issued to you (or your estate) in settlement of this Award unless and until satisfactory arrangements (as determined by the Company in its sole discretion) have been made by you with respect to the payment of any such Tax-Related Items. By accepting the grant of this Award, you expressly consent to the methods of withholding of Tax-Related Items as provided hereunder. All other Tax-Related Items related to this Award and any Shares or cash delivered in settlement thereof are your sole responsibility.

(d) Tax Withholding for Section 16 Officers . If you are a Section 16 officer of the Company under the U.S. Securities and Exchange Act of 1934, as amended, the Company will withhold Shares upon the settlement of the Award to cover any withholding obligations for Tax-Related Items unless the use of such withholding method is prohibited or problematic under applicable laws or otherwise may trigger adverse consequences to the Company, in which case the obligation to withhold Tax-Related Items shall be satisfied by you submitting a payment in cash or such other form as the Company deems appropriate to the Company equal to the amount of the Tax-Related Items required to be withheld.

(e) Tax Elections . If requested by the Company you shall, on or before the date of the receipt of any Shares related to this Award (or within any other period specified by the Company), enter into a joint election with the Company (or any relevant Subsidiary that is your employer) under section 431 of the Income Tax (Earnings and Pensions) Act 2003.

the requirements of any stock exchange or market system upon which the Shares may then be listed. No Shares will be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. In addition, Shares will not be issued hereunder unless (a) a registration statement under the Securities Act is, at the time of issuance, in effect with respect to the shares issued or (b) in the opinion of legal counsel to the Company, the shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE CAUTIONED THAT ISSUANCE OF SHARES UPON SETTLEMENT OF OPTIONS GRANTED PURSUANT TO THIS AGREEMENT MAY NOT OCCUR UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make Shares available for issuance. Depending on your country of residence (or country of employment, if different), you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to acquire or sell Shares during such times as you are considered to have “inside information” regarding the Company (as defined by the laws of your country of residence or employment, as applicable). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions and that you should consult with your personal advisor on this matter.

9. Legends . The Company may at any time place legends referencing any restrictions imposed on the shares pursuant to Section 8 of this Agreement on all certificates representing shares issued with respect to this Award.

10. Right of the Company and Subsidiaries to Terminate Services . Nothing in this Agreement confers upon you the right to continue in the employ of or performing services for the Company or any Subsidiary, or interfere in any way with the rights of the Company or any Subsidiary to terminate your employment or service relationship at any time.

11. Furnish Information . You agree to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirements imposed upon the Company by or under any applicable statute or regulation.

12. Remedies . The parties to this Agreement shall be entitled to recover from each other reasonable attorneys’ fees incurred in connection with the successful enforcement of the terms and provisions of this Agreement whether by an action to enforce specific performance or for damages for its breach or otherwise.

13. No Liability for Good Faith Determinations . The Company and the members of the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Option granted hereunder.

14. Execution of Receipts and Releases . Any payment of cash or any issuance or transfer of Shares or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such Persons hereunder. The Company may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance, to execute a release and receipt therefor in such form as it shall determine.

15. No Guarantee of Interests . The Board and the Company do not guarantee the Shares of the Company from loss or depreciation.

16. Company Records . Records of the Company or its Subsidiaries regarding your period of service, termination of service and the reason(s) therefor, and other matters shall be conclusive for all purposes hereunder, unless determined by the Company to be incorrect.

17. Notice . All notices required or permitted under this Agreement must be in writing and personally delivered or sent by mail and shall be deemed to be delivered on the date on which it is actually received by the person to whom it is properly addressed or if earlier the date it is sent via certified United States mail.

18. Waiver of Notice . Any person entitled to notice hereunder may waive such notice in writing.

19. Information Confidential . As partial consideration for the granting of the Award hereunder, you hereby agree to keep confidential all information and knowledge, except that which has been disclosed in any public filings required by law, that you have relating to the terms and conditions of this Agreement; provided, however, that such information may be disclosed as required by law and may be given in confidence to your spouse and tax and financial advisors. In the event any breach of this promise comes to the attention of the Company, it shall take into consideration that breach in determining whether to recommend the grant of any future similar award to you, as a factor weighing against the advisability of granting any such future award to you.

20. Successors . This Agreement shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the Company, its successors and assigns.

21. Severability . If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein.

22. Company Action . Any action required of the Company shall be by resolution of the Board or by a person or entity authorized to act by resolution of the Board.

23. Headings . The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof.

24. Section 409A . With respect to any Award granted under this Agreement that is subject to the Nonqualified Deferred Compensation Rules, and notwithstanding any provisions of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Nonqualified Deferred Compensation Rules, or an exemption therefrom, and shall be interpreted, construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from the Nonqualified Deferred Compensation Rules (due to qualifying as a short-term deferral or otherwise) shall be excluded from the Nonqualified Deferred Compensation Rules to the maximum extent possible. No payment shall be made under this Agreement if such payment would give rise to taxation under the Nonqualified Deferred Compensation Rules to any person, and any amount payable under such provisions shall be paid on the earliest date permitted with respect to such provision by Nonqualified Deferred Compensation Rules and not before such date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, the Nonqualified Deferred Compensation Rules and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with the Nonqualified Deferred Compensation Rules.

25. Data Protection . The Company and the Committee shall process your Personal Data in accordance with the provisions of Schedule A attached to this Agreement.

26. Governing Law . All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of Delaware, without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state law is preempted by federal law. The obligation of the Company to sell and deliver Shares hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Shares.

27. Compliance with Law . You agree to take any and all actions, and consent to any and all actions taken by the Company and its Affiliates, as may be required to allow the Company and its Affiliates to comply with local laws, rules and regulations in your country of residence (and country of employment, if different). Finally, you agree to take any and all actions as may be required to comply with your personal legal, regulatory and tax obligations under local laws, rules and regulations in your country of residence (and country of employment, if different).

28. Amendment . This Agreement may be amended the Board or by the Committee at any time (a) if the Board or the Committee determines, in its sole discretion, that amendment is necessary or advisable in light of any addition to or change in any foreign, federal or state, tax or securities law or other law or regulation, which change occurs after the Date of Grant and by its terms applies to the Award; or (b) other than in the circumstances described in clause (a) or provided in the Plan, with your consent.

29. The Plan . This Agreement is subject to all the terms, conditions, limitations and restrictions contained in the Plan.

IN WITNESS WHEREOF , the Company has caused this Agreement to be executed by its officer thereunto duly authorized, and you have set your hand as to the date and year first above written.

	VENATOR MATERIALS PLC


	Name: [NAME]
	Title: [TITLE]

	[GRANTEE NAME]

Schedule A

Data Protection

1. The Company and the Committee may process certain Personal Data (whether provided in any documents that you may complete in order to participate in the Plan or sourced from your employment with your employer), in connection with the Plan and an Award For the purpose of this Schedule A, references to the “Company” shall include your employer. This Schedule A sets out:

(a) the Personal Data that the Company and the Committee will hold; and

(b) the purposes for which the Company and the Committee will hold and use that Personal Data.

2. A Participant shall be required to disclose Personal Data in order to receive an Award. Disclosure may occur pursuant to an Award Agreement or in connection with the administrative processes used by the Company in order to populate the Award Agreement and administer the Award. If a Participant does not disclose the Personal Data which is required by the Company or the Committee in order to comply with the Plan, the Company and the Committee may not be able to grant an Award to the Participant.

3. The Company and the Committee may collect, use and process your Personal Data in order to administer or otherwise give effect to the Plan including for the following purposes:

(a) to correspond with you and discuss the Plan with you;

(b) to carry out your obligations arising from any contracts entered into between you, the Committee and/or the Company;

(d) to support and assist any third parties with whom the Committee or the Company may share your Personal Data to manage and administer the Plan;

(e) to manage and administer the relationship between you and the Committee and the Company;

(f) to comply with legal obligations of the Company and the Committee and to comply with instructions the Company and the Committee may receive from any regulatory bodies and tax authorities;

(g) to provide information to the Company, the Committee, trustees of any employee benefit trust, registrars, brokers or any administrators of the Plan; and

A- 1

(h) to provide information to bona fide prospective purchasers or merger partners of the Company (including advisers to such prospective purchasers or merger partners), or the business in which you work.

4. The Company and the Committee may, in order to administer or otherwise give effect to the Plan, from time to time share your Personal Data with:

(a) any Company Affiliate or any Subsidiary of the Company that does not employ you;

(b) advisers, brokers or registrars engaged by the Company, the Committee, and any Company Affiliate and/or any Subsidiary of the Company that does not employ you; and/or

(c) any third parties that provide services to the Company, the Committee, and any Company Affiliate and/or any Subsidiary of the Company that does not employ you.

5. The Company and the Committee will process your Personal Data in order to:

(a) pursue their legitimate interests of administering, or otherwise giving effect to, the Plan; and/or

(b) fulfill their respective obligations as necessary for the performance of a contract with you (or another Person), or in preparation of entering into a contract with you (or another Person).

6. The Committee will not retain any of your Personal Data relating to the Plan. Any of your Personal Data relating to the Plan will be stored by the Company until termination of the Plan.

7. Where the Company and/or the Committee share your Personal Data with, or transfer it to, any person and that person is located outside the European Economic Area, the Company and/or the Committee will ensure that there are in place adequate safeguards for such information, including, entering into model contract clauses which have been approved by the European Commission. Copies of such agreements can be obtained by request from Nina Nandelstaedt at the Company.

8. The privacy compliance manager for the Company (and contact details) are: Nina Nandelstaedt (email: Nina_Nandelstaedt@venatorcorp.com; telephone: +49 20 6622 2206).

9. You have a number of rights in respect of the use by the Company and the Committee of your Personal Data. These include:

(a) the right to object to direct marketing;

A- 2

(b) the right (subject to certain exclusions) to receive a copy of Personal Data held by the Committee and the Company; and

(i) the right to be forgotten;

(ii) the right to restrict the use of your Personal Data by the Company and the Committee;

(iii) the right to object to the way your Personal Data is used; and

(iv) the right to object to profiling and automated decision making.

10. If you would like any further information about your rights or how to exercise them, you should contact Nina Nandelstaedt.

11. If you are unhappy about the use of your Personal Data by the Company or the Committee, you may make a complaint to the Information Commissioner. Further information can be found at https://ico.org.uk.

A- 3

Exhibit 4.5

VENATOR MATERIALS

2017 STOCK INCENTIVE PLAN

PERFORMANCE UNIT AGREEMENT

(Employee Form)

Grantee:
Date of Grant:
Target Number of Performance Units:
Maximum Number of Performance Units:
Performance Unit Grant Number:

WHEREAS , the Company adopted the Venator Materials 2017 Stock Incentive Plan, as it may be amended from time to time (the “ Plan ”) under which the Company is authorized to grant Performance Awards in the form of performance units (the “ Performance Units ”) to eligible service providers of the Company;

WHEREAS , a copy of the Plan has been furnished to you and shall be deemed a part of this Performance Unit Agreement (the “ Agreement ”) as if fully set forth herein; and

WHEREAS , you desire to accept the award of Performance Units made pursuant to this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other valuable consideration hereinafter set forth, the parties hereto agree as follows:

1. The Grant . Subject to the conditions set forth below, the Company hereby grants you, effective as of the Date of Grant, an award consisting of an aggregate number of Performance Units as determined in accordance with Annex A attached hereto and based upon the Target Number of Performance Units provided above whereby each Performance Unit, to the extent vested, represents the right to receive one Ordinary Share or the Fair Market Value of one Ordinary Share, as determined in accordance with Section 5, plus the additional rights to Dividend Equivalents set forth in Section 3, in accordance with all of the terms and conditions set forth herein and in the Plan (the “ Award ”). You acknowledge receipt of a copy of the Plan, and agree that the terms and provisions of the Plan, including any future amendments thereto, shall be deemed a part of this Agreement as if fully set forth herein. To the extent that any provision of this Agreement conflicts with the expressly applicable terms of the Plan, you acknowledge and agree that those terms of the Plan shall control and, if necessary, the applicable terms of this Agreement shall be deemed amended so as to carry out the purpose and intent of the

Plan. Terms that have their initial letter capitalized, but that are not otherwise defined in this Agreement shall have the meanings given to them in the Plan.

2. No Shareholder Rights . The Performance Units granted pursuant to this Agreement do not and shall not entitle you to any rights of a holder of a Share prior to the date Shares are issued to you in settlement of the Award, if at all. Your rights with respect to the Performance Units shall remain forfeitable at all times prior to the date on which rights become vested and the restrictions with respect to the Performance Units lapse in accordance with Section 6 or 7.

3. Dividend Equivalents . In the event that the Company declares and pays a dividend in respect of its outstanding Shares and, on the record date for such dividend, you hold Performance Units granted pursuant to this Agreement that have not been settled, the Company shall credit to an account maintained by the Company for your benefit an amount equal to the cash dividends you would have received if you were the holder of record, as of such record date, of the number of Shares related to the portion of the Performance Units that have not been settled or forfeited as of such record date (the “ Dividend Equivalent ” or “ DER ”). Such account is intended to constitute an “unfunded” account, and neither this Section 3 nor any action taken pursuant to or in accordance with this Section 3 shall be construed to create a trust of any kind. Amounts credited to such account with respect to Performance Units that vest in accordance with Section 6 or 7 will become vested DERs and will be paid to you in cash as soon as administratively practicable following the vesting date but no later than the last day of the calendar year that includes the vesting date specified in Section 6 or 7. You shall not be entitled to receive any interest with respect to the timing of payment of DERs. In the event all or any portion of the Performance Units granted hereby fail to become vested under Section 6 or 7, the unvested DERs accumulated in your account with respect to such Performance Units shall be forfeited.

4. Restrictions; Forfeiture . The Performance Units are restricted in that they may not be sold, transferred or otherwise alienated or hypothecated until these restrictions are removed or expire as contemplated in Section 6 or 7 of this Agreement and Shares or cash are distributed to you as described in Section 5 of this Agreement. The Performance Units are also restricted in the sense that they may be forfeited (the “ Forfeiture Restrictions ”).

5. Settlement of Award . On or as soon as administratively feasible, but not later than 30 days, following the Vesting Date (defined below) of the Performance Units, the Company, in its sole discretion, shall either: (a) cause Shares to be issued in your name without legend restrictions (except for any legend required pursuant to applicable securities laws or any other agreement to which you are a party); (b) cause to be paid to you an amount of cash equal to the Fair Market Value of the Shares (on the vesting date) that would otherwise be issued to you; or (c) cause to be paid and issued to you a combination of cash and Shares which in combination equal the Fair Market Value of the Shares (on the vesting date) that would otherwise be issued to you. The value of any fractional Performance Units shall be rounded down at the time Ordinary Shares, if any, are issued to you in connection with the Performance Units. No fractional Ordinary Shares, nor the cash value of any fractional Ordinary Shares, will be issuable or payable to you pursuant to this Agreement. The value of such Ordinary Shares shall not bear any interest owing to the passage of time. This Section 5 shall be subject to any requirements or

delays imposed by Section 9 or 10 below. In the event that the Company determines to settle all or a portion of the Award in the form of Shares, you undertake to pay to the Company the aggregate par value of the Shares, rounded up to the nearest $0.01, to be issued to you pursuant to this Section 5 within a ten (10) day period immediately following the issuance of such Shares, unless the Shares were transferred directly out of Treasury.

6. Expiration of Restrictions and Risk of Forfeiture .

(a) Vesting Requirements . Subject to the terms and conditions of this Agreement and the Plan, the Forfeiture Restrictions on the Performance Units will lapse and the Performance Units will vest, if at all, in accordance with and at the conclusion of the performance period set forth in Appendix A attached hereto (the “ Vesting Date ”). Except to the extent provided in Sections 5 or 10 of this Agreement, settlement of your vested Performance Units shall occur as set forth in Section 5, provided that you remain in the employ of, or a service provider to, the Company or its Subsidiaries from the Date of Grant through the Vesting Date. For purposes of this Agreement, “employed by or providing services to the Company or any of its Subsidiaries,” “service relationship with the Company or any of its Subsidiaries” and similar phrases shall include being an employee or a director of, or a consultant to, the Company or a Subsidiary.

(b) Adjustments to Performance Units Following Performance Period . Immediately following the Committee’s certification of the satisfaction of the applicable performance goals set forth in Appendix A attached hereto, and the applicable level of achievement attained in connection therewith, the number of Performance Units as determined in accordance with Appendix A (and the corresponding underlying number of Ordinary Shares) shall be determined based upon the achievement of the applicable performance goals, taking into account the Target Number and the Maximum Number of Performance Units provided above.

7. Termination of Services or Change of Control .

(a) Termination Generally . Subject to subsection (b) or (c), if your service relationship with the Company or any of its Subsidiaries is terminated for any reason, then those Performance Units for which the restrictions have not lapsed as of the date of termination shall become null and void and those Performance Units shall be forfeited. The Performance Units for which the restrictions have lapsed as of the date of such termination, including Performance Units for which the restrictions lapsed in connection with such termination, shall not be forfeited and shall be settled as set forth in Section 5. For purposes of this Agreement, you shall not be deemed to have a termination of employment unless such a termination also meets the requirements of a “separation from service” as defined within the Nonqualified Deferred Compensation Rules.

(b) Change of Control . Upon the occurrence of a Change of Control, the provisions of Section 6(j)(ix) of the Plan will apply.

(c) Effect of Other Agreement . Notwithstanding any provision herein to the contrary, in the event of any inconsistency between this Section 7 and any employment

agreement, change in control or severance arrangement entered into by and between you and the Company or its Subsidiaries, the terms of such an agreement shall control.

8. Leave of Absence. With respect to the Award, the Company may, in its sole discretion, determine that if you are on leave of absence for any reason you will be considered to still be in the employ of, or providing services for, the Company, provided that rights to the Performance Units during a leave of absence will be limited to the extent to which those rights were earned or vested when the leave of absence began.

9. Tax Related Items .

(c) Tax Withholding . The Company shall not settle any Award as set forth in Section 5, unless you have agreed in writing to pay any amounts under Section 9(a) or to make adequate arrangements satisfactory to the Company to satisfy all such Tax-Related Items (which, for the avoidance of doubt, shall include any employer’s (secondary) Class 1 national insurance contributions which may be recovered by the Company or a relevant Subsidiary from you under UK law). In this regard, if you do not pay the amount owed to the Company or the relevant Subsidiaries under Section 9(a) within the time period notified to you by the Company, you authorize the Company and the Subsidiaries or an agent of the Company and/or the Subsidiaries, as applicable, to satisfy your obligations with regard to all Tax-Related Items by one or a combination of the following:

(iv) The Company or the relevant Subsidiary may require you to submit a cash payment equivalent to the Tax-Related Items required to be withheld with respect to this Award.

(v) The Company or the relevant Subsidiary may satisfy the Tax-Related Items by such other methods or combinations of methods as the Company may make available from time to time.

(e) Tax Elections. If requested by the Company you shall, on or before the date of the receipt of any Shares related to this Award (or within any other period specified by the Company), enter into a joint election with the Company (or any relevant Subsidiary that is your employer) under section 431 of the Income Tax (Earnings and Pensions) Act 2003.

10. Compliance with Securities Law . Notwithstanding any provision of this Agreement to the contrary, the issuance of Shares will be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Shares may then be listed. No Shares will be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. In addition, Shares will not be issued hereunder unless (a) a registration statement under the Securities Act is, at the time of issuance, in effect with respect to the shares issued or (b) in the opinion of legal counsel to the Company, the shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE CAUTIONED THAT ISSUANCE OF SHARES UPON THE VESTING OF PERFORMANCE UNITS GRANTED PURSUANT TO THIS AGREEMENT MAY NOT OCCUR UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make Shares available for issuance. Depending on your country of residence (or country of employment, if different), you may be subject to insider trading restrictions and/or market abuse laws, which may affect your ability to acquire or sell Shares during such times as you are considered to have “inside information” regarding the Company (as defined by the laws of your country of residence or employment, as applicable). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. You acknowledge that it is your responsibility to comply with any applicable restrictions and that you should consult with your personal advisor on this matter.

11. Legends . The Company may at any time place legends referencing any restrictions imposed on the shares pursuant to Section 10 of this Agreement on all certificates representing shares issued with respect to this Award.

12. Right of the Company and Subsidiaries to Terminate Services . Nothing in this Agreement confers upon you the right to continue in the employ of or performing services for the Company or any Subsidiary, or interfere in any way with the rights of the Company or any Subsidiary to terminate your employment or service relationship at any time.

13. Furnish Information . You agree to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirements imposed upon the Company by or under any applicable statute or regulation.

14. Remedies . The parties to this Agreement shall be entitled to recover from each other reasonable attorneys’ fees incurred in connection with the successful enforcement of the terms and provisions of this Agreement whether by an action to enforce specific performance or for damages for its breach or otherwise.

15. No Liability for Good Faith Determinations . The Company and the members of the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Performance Units granted hereunder.

16. Execution of Receipts and Releases . Any payment of cash or any issuance or transfer of Shares or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such Persons hereunder. The Company may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance, to execute a release and receipt therefor in such form as it shall determine.

17. No Guarantee of Interests . The Board and the Company do not guarantee the Shares of the Company from loss or depreciation.

18. Company Records . Records of the Company or its Subsidiaries regarding your period of service, termination of service and the reason(s) therefor, and other matters shall be conclusive for all purposes hereunder, unless determined by the Company to be incorrect.

19. Notice . All notices required or permitted under this Agreement must be in writing and personally delivered or sent by mail and shall be deemed to be delivered on the date on which it is actually received by the person to whom it is properly addressed or if earlier the date it is sent via certified United States mail.

20. Waiver of Notice . Any person entitled to notice hereunder may waive such notice in writing.

21. Information Confidential . As partial consideration for the granting of the Award hereunder, you hereby agree to keep confidential all information and knowledge, except that which has been disclosed in any public filings required by law, that you have relating to the terms and conditions of this Agreement; provided, however, that such information may be disclosed as required by law and may be given in confidence to your spouse and tax and financial advisors. In the event any breach of this promise comes to the attention of the Company, it shall take into consideration that breach in determining whether to recommend the grant of any future similar award to you, as a factor weighing against the advisability of granting any such future award to you.

22. Successors . This Agreement shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the Company, its successors and assigns.

23. Severability . If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein.

24. Company Action . Any action required of the Company shall be by resolution of the Board or by a person or entity authorized to act by resolution of the Board.

25. Headings . The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof.

26. Section 409A . With respect to any Award granted under this Agreement that is subject to the Nonqualified Deferred Compensation Rules, and notwithstanding any provisions of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Nonqualified Deferred Compensation Rules, or an exemption therefrom, and shall be interpreted, construed and administered in accordance with such intent. Any payments under this Agreement that may be excluded from the Nonqualified Deferred Compensation Rules (due to qualifying as a short-term deferral or otherwise) shall be excluded from the Nonqualified Deferred Compensation Rules to the maximum extent possible. No payment shall be made under this Agreement if such payment would give rise to taxation under the Nonqualified Deferred Compensation Rules to any person, and any amount payable under such provisions shall be paid on the earliest date permitted with respect to such provision by Nonqualified Deferred Compensation Rules and not before such date. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, the Nonqualified Deferred Compensation Rules and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with the Nonqualified Deferred Compensation Rules.

27. Data Protection . The Company and the Committee shall process your Personal Data in accordance with the provisions of Annex B attached to this Agreement.

28. Governing Law . All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of Delaware, without giving any effect to any conflict of law provisions thereof, except to the extent Delaware state law is preempted by federal law. The obligation of the Company to sell and deliver Shares hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Shares.

29. Compliance with Law . You agree to take any and all actions, and consent to any and all actions taken by the Company and its Affiliates, as may be required to allow the Company and its Affiliates to comply with local laws, rules and regulations in your country of residence (and country of employment, if different). Finally, you agree to take any and all actions as may be required to comply with your personal legal, regulatory and tax obligations under local laws, rules and regulations in your country of residence (and country of employment, if different).

30. Amendment . This Agreement may be amended the Board or by the Committee at any time (a) if the Board or the Committee determines, in its sole discretion, that amendment is necessary or advisable in light of any addition to or change in any foreign, federal or state, tax or securities law or other law or regulation, which change occurs after the Date of Grant and by its terms applies to the Award; or (a) other than in the circumstances described in clause (b) or provided in the Plan, with your consent.

31. The Plan . This Agreement is subject to all the terms, conditions, limitations and restrictions contained in the Plan.

IN WITNESS WHEREOF , the Company has caused this Agreement to be executed by its officer thereunto duly authorized, and you have set your hand as to the date and year first above written.

	VENATOR MATERIALS PLC


	Name: [NAME]
	Title: [TITLE]

	[GRANTEE NAME]

Annex A

PERFORMANCE GOAL

[insert performance goal with vesting and payout criteria]

A- 1

Annex B

Data Protection

1. The Company and the Committee may process certain Personal Data (whether provided in any documents that you may complete in order to participate in the Plan or sourced from your employment with your employer), in connection with the Plan and an Award For the purpose of this Annex B, references to the “Company” shall include your employer. This Annex B sets out:

(a) the Personal Data that the Company and the Committee will hold; and

(b) the purposes for which the Company and the Committee will hold and use that Personal Data.

3. The Company and the Committee may collect, use and process your Personal Data in order to administer or otherwise give effect to the Plan including for the following purposes:

(a) to correspond with you and discuss the Plan with you;

(b) to carry out your obligations arising from any contracts entered into between you, the Committee and/or the Company;

(d) to support and assist any third parties with whom the Committee or the Company may share your Personal Data to manage and administer the Plan;

(e) to manage and administer the relationship between you and the Committee and the Company;

(f) to comply with legal obligations of the Company and the Committee and to comply with instructions the Company and the Committee may receive from any regulatory bodies and tax authorities;

(g) to provide information to the Company, the Committee, trustees of any employee benefit trust, registrars, brokers or any administrators of the Plan; and

B- 1