Exhibit 10.2

FORM OF TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT, dated as of _______, 2016 (this “ Agreement ”), is by and between WestRock Company, a Delaware corporation (“ Provider ”), and Ingevity Corporation, a Delaware corporation (“ SpinCo ”).

R E C I T A L S:

WHEREAS, the board of directors of Provider (the “ Provider Board ”) has determined that it is in the best interests of Provider and its stockholders to create a new publicly traded company that shall operate the SpinCo Business;

WHEREAS, in furtherance of the foregoing, the Provider Board has determined that it is appropriate and desirable to separate the SpinCo Business from the Provider Business (the “ Separation ”) and, following the Separation, make a distribution, on a pro rata basis, to holders of Provider Shares on the Record Date of all the outstanding SpinCo Shares owned by Provider (the “ Distribution ”);

WHEREAS, to effectuate the Separation and the Distribution, Provider and SpinCo have entered into a Separation and Distribution Agreement, dated as of _______, 2016 (the “ Separation and Distribution Agreement ”); and

WHEREAS, to facilitate and provide for an orderly transition in connection with the Separation and the Distribution, the Parties desire to enter into this Agreement to set forth the terms and conditions pursuant to which Provider shall provide Services to SpinCo for a transitional period.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

Article I
DEFINITIONS

Section 1.01.          Definitions .      For purposes of this Agreement, the following terms shall have the following meanings:

“ Action ” shall mean any demand, action, claim, dispute, suit, countersuit, arbitration, inquiry, subpoena, proceeding or investigation of any nature (whether criminal, civil, legislative, administrative, regulatory, prosecutorial or otherwise) by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal.

“ Additional Service ” has the meaning set forth in Section 2.02(b) .

“ Affiliate ” has the meaning set forth in the Separation and Distribution Agreement.

“ Agreement ” has the meaning set forth in the Preamble.

“ Ancillary Agreements ” has the meaning set forth in the Separation and Distribution Agreement.

“ Charge ” and “ Charges ” have the meaning set forth in Section 2.03 .

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Confidential Information ” shall mean all Information that is either confidential or proprietary.

“ Dispute ” has the meaning set forth in Section 8.02(a) .

“ Distribution ” has the meaning set forth in the Recitals.

“ Distribution Date ” shall mean the date of the consummation of the Distribution, which shall be determined by the Provider Board in its sole and absolute discretion.

“ Effective Time ” shall mean [●], New York City time, on the Distribution Date.

“ Force Majeure ” shall mean, with respect to a Party, an event beyond the control of such Party (or any Person acting on its behalf), which event (a) does not arise or result from the fault or negligence of such Party (or any Person acting on its behalf) and (b) by its nature would not reasonably have been foreseen by such Party (or such Person), or, if it would reasonably have been foreseen, was unavoidable, and includes acts of God, acts of civil or military authority, embargoes, epidemics, war (whether declared or not), acts of terror or sabotage, riots, insurrections, national or regional emergencies, fires, explosions, earthquakes, floods, unusually severe weather conditions, strikes, labor problems or unavailability of parts, technological disruptions, or, in the case of computer systems, any failure in electrical, telecommunications or air conditioning equipment or systems. Notwithstanding the foregoing, the receipt by a Party of an unsolicited takeover offer or other acquisition proposal, even if unforeseen or unavoidable, and such Party’s response thereto, shall not be deemed an event of Force Majeure.

“ Governmental Authority ” shall mean any nation or government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, court, tribunal or other instrumentality, whether federal, state, local, domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory, administrative or other similar functions of, or pertaining to, government and any executive official thereof.

“ Information ” shall mean information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data.

“ Interest Payment ” has the meaning set forth in Section 4.02 .

“ Law ” shall mean any national, supranational, federal, state, provincial, local or similar law (including common law), statute, code, order, ordinance, rule, regulation, treaty (including any income tax treaty), license, permit, authorization, approval, consent, decree, injunction, binding judicial or administrative interpretation or other requirement, in each case, enacted, promulgated, issued or entered by a Governmental Authority.

“ Level of Service ” has the meaning set forth in Section 2.02(b) .

“ Liabilities ” shall mean all debts, guarantees, assurances, commitments, liabilities, responsibilities, Losses, remediation, deficiencies, damages, fines, penalties, settlements, sanctions, costs, expenses, interest and obligations of any nature or kind, whether accrued or fixed, absolute or contingent, matured or unmatured, accrued or not accrued, asserted or unasserted, liquidated or unliquidated, foreseen or unforeseen, known or unknown, reserved or unreserved, or determined or determinable, including those arising under any Law, claim (including any Third-Party Claim), demand, Action, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority or arbitration tribunal, and those arising under any contract, agreement, obligation, indenture, instrument, lease, promise, arrangement, release, warranty, commitment or undertaking, or any fines, damages or equitable relief that is imposed, in each case, including all costs and expenses relating thereto.

“ Losses ” shall mean actual losses (including any diminution in value), costs, damages, penalties and expenses (including legal and accounting fees and expenses and costs of investigation and litigation), whether or not involving a Third-Party Claim.

“ Minimum Service Period ” shall mean the period commencing on the Distribution Date and ending thirty (30) days after the Distribution Date.

“ Parties ” shall mean the parties to this Agreement.

“ Person ” shall mean an individual, a general or limited partnership, a corporation, a trust, a joint venture, an unincorporated organization, a limited liability entity, any other entity and any Governmental Authority.

“ Provider ” has the meaning set forth in the Preamble.

“ Provider Board ” has the meaning set forth in the Recitals.

“ Provider Business ” shall mean “Parent Business” as defined in the Separation and Distribution Agreement.

“ Provider Indemnitees ” has the meaning set forth in Section 7.03 .

“ Provider Shares ” shall mean the common shares, $0.01 par value, of Provider.

“ Record Date ” shall mean the close of business on the date to be determined by the Provider Board as the record date for determining holders of Provider Shares entitled to receive SpinCo Shares pursuant to the Distribution.

“ Representatives ” shall mean, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys or other representatives.

“ Separation ” has the meaning set forth in the Recitals.

“ Separation and Distribution Agreement ” has the meaning set forth in the Recitals.

“ Service Baseline Period ” has the meaning set forth in Section 2.02(b) .

“ Service Period ” means, with respect to any Service, the period commencing on the Distribution Date and ending on the earlier of (a) the date that a Party terminates the provision of

such Service pursuant to Section 5.02 and (b) the date that is the two-year anniversary of the Distribution Date.

“ Services ” has the meaning set forth in Section 2.01 .

“ SpinCo ” has the meaning set forth in the Preamble.

“ SpinCo Business ” has the meaning set forth in the Separation and Distribution Agreement. “ SpinCo Shares ” shall mean the shares of common stock, par value $0.01 per share, of SpinCo.

“ Subsidiary ” shall mean, with respect to any Person, any corporation, limited liability company, joint venture or partnership of which such Person (a) beneficially owns, either directly or indirectly, more than 50% of (i) the total combined voting power of all classes of voting securities, (ii) the total combined equity interests or (iii) the capital or profit interests, in the case of a partnership, or (b) otherwise has the power to vote, either directly or indirectly, sufficient securities to elect a majority of the board of directors or similar governing body.

“ Tax ” has the meaning set forth in the Tax Matters Agreement.

“ Tax Matters Agreement ” shall mean the Tax Matters Agreement to be entered into by and between Provider and SpinCo or their respective Subsidiaries in connection with the Separation, the Distribution or the other transactions contemplated by the Separation and Distribution Agreement.

“ Taxing Authority ” has the meaning set forth in the Tax Matters Agreement.

“ Termination Charges ” shall mean, with respect to the termination of any Service pursuant to Section 5.02(a)(i) , the sum of (a) any and all costs, fees and expenses (other than any severance or retention costs) payable by Provider to a Third Party principally because of the early termination of such Service; provided , however , that Provider shall use commercially reasonable efforts to minimize any costs, fees or expenses payable to any Third Party in connection with such early termination of such Service; and (b) any additional severance and retention costs, if any, because of the early termination of such Service that Provider incurs to employees who had been retained primarily to provide such terminated Service (it being agreed that the costs set forth in this clause (b) shall only be the amount, if any, in excess of the severance and retention costs that Provider would have paid to such employees if the Service had been provided for the full period during which such Service would have been provided hereunder but for such early termination).

“ Third Party ” shall mean any Person other than the Parties or any of their Affiliates.

“ Third-Party Claim ” shall mean any Action commenced by any Third Party against any Party or any of its Affiliates.

“ Transition Committee ” has the meaning set forth in the Separation and Distribution Agreement.

Article II
SERVICES

Section 2.01.         Services .      Commencing as of the Effective Time, Provider agrees to provide, or to cause one or more of its Subsidiaries to provide, to SpinCo, or any Subsidiary of SpinCo, the applicable services (the “ Services ”) set forth on Schedule 1 hereto.

Section 2.02.         Performance of Services .

(a)          Nothing in this Agreement shall require Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or violate, conflict with, result in the loss of any benefit under, or increase the costs under any existing contract or agreement with a Third Party. If Provider is or becomes aware of any such potential violation, conflict, loss of benefit or increased cost on the part of Provider or any of its Affiliates, Provider shall use commercially reasonable efforts to promptly advise SpinCo of such potential violation, conflict, loss of benefit or increased cost, and Provider and SpinCo will mutually seek an alternative that addresses such potential violation, conflict, loss of benefit or increased cost. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Party consents required under any existing contract or agreement with a Third Party to allow Provider to perform, or cause to be performed, all Services hereunder in accordance with the standards set forth in this Section 2.02 . Unless otherwise agreed in writing by the Parties, all reasonable out-of-pocket costs and expenses (if any) incurred by Provider or any of its Subsidiaries in connection with obtaining any such Third Party consent that is required to allow Provider to perform or cause to be performed such Services shall be borne by SpinCo. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required Third Party consent, or the performance of such Service by Provider would constitute a violation of any applicable Law or violate, conflict with, result in the loss of any benefit under or increase the costs under any existing contract or agreement with a Third Party, then Provider shall determine and adopt, subject to SpinCo’s prior written approval, a commercially reasonable alternative to the affected Services; provided , however , that if no such commercially reasonable alternative is available, Provider shall have no obligation whatsoever to perform or cause to be performed such Service.

(b)          Provider shall perform or to cause to be performed such Service with substantially the same degree of care, skill and diligence with which Provider performed analogous services for Provider or its applicable functional group or Subsidiary (collectively referred to as the “ Level of Service ”) consistent with past practices during the six (6) months prior to the Effective Time (the “ Service Baseline Period ”), including without limitation with respect to the quality and timeliness of such Services; provided that the Level of Service shall not be deemed to be a guaranty of any particular result. If SpinCo requests that Provider perform or cause to be performed any Service that exceeds the Level of Service during the Service Baseline Period, then the Parties shall cooperate and act in good faith to determine whether Provider is willing to provide such requested higher Level of Service (and, if so, the terms therefor). Furthermore, SpinCo may request additional transition services to the extent such transition services reasonably relate to the transition of the SpinCo Business (each an “ Additional Service ”). If the Parties determine that Provider shall provide the requested higher Level of Service or the requested

Additional Service, then such higher Level of Service or Additional Service shall be documented in a written agreement signed by the Parties. Each amended section of Schedule 1 hereto, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such written agreement and the Level of Service increases or Additional Services set forth in such written agreement shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. If there is a conflict between the immediate needs of Provider and those of SpinCo as to the use of or access to a particular Service, which conflict cannot reasonably be avoided, Provider shall have the right, in its sole discretion, to establish reasonable priorities, at particular times and under particular circumstances, as between Provider and SpinCo. In any such situation, Provider shall provide notice to SpinCo of any changes at the earliest practical opportunity.

(c)          (i) Neither Provider nor any of its Subsidiaries shall be required to perform or to cause to be performed any of the Services for the benefit of any Third Party or any other Person other than SpinCo and its Subsidiaries, and (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02 OR 7.04 , EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, THAT SPINCO ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT PROVIDER MAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

(d)          Each Party shall be responsible for its own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party.

(e)          Provider shall not be required to incur capital expenses or employ additional personnel in order to provide the Services (other than employing additional personnel in the future to replace exiting personnel providing the Services, if such replacement personnel are necessary in order for Provider to fulfill its obligations under this Agreement). Furthermore, Provider shall not be obligated to provide Services hereunder that are greater in nature and scope than the Services historically rendered by Provider in the operation of SpinCo’s business by Provider prior to the date hereof, except as may be specifically provided on the Schedules hereto or as otherwise agreed to in writing by Provider and SpinCo. Subject to the Level of Service, management of and control over the provision of the Services (including without limitation the determination or designation at any time of the employees or other resources of Provider to be used in connection with the Services) shall reside solely with Provider.

Section 2.03.         Charges for Services .      SpinCo shall pay Provider a fee (either one-time or recurring) for the Services (or category of Services, as applicable) (each fee constituting a “ Charge ” and, collectively, “ Charges ”), which Charges are based upon the cost of providing such

Services and are set forth on Schedule A hereto. Except to the extent provided otherwise in Schedule A , Provider shall be solely responsible for the payment of out-of-pocket costs and expenses incurred by Provider or any of its Subsidiaries in connection with providing the Services, including all compensation for Provider’s personnel assigned to perform Services under this Agreement, and shall be responsible for workers’ compensation insurance, unemployment insurance, severance and other termination costs, employment taxes and all other employer payment obligations relating to Provider’s personnel, except to the extent SpinCo is responsible for Termination Charges pursuant to Section 5.02(a)(i) . During the term of this Agreement, the amount of a Charge for any Service may be modified to the extent of (a) any adjustments mutually agreed to by the Parties, (b) any adjustments due to a change in Level of Service or Additional Service requested by SpinCo and agreed upon by Provider, and (c) any adjustment in the rates or charges imposed by any Third Party provider that is providing Services. Together with any invoice for Charges, Provider shall provide SpinCo with reasonable documentation, including any additional documentation reasonably requested by SpinCo to the extent that such documentation is in Provider’s or its Subsidiaries’ possession or control, to support the calculation of such Charges.

Section 2.04.         Changes in the Performance of Services .      Subject to the performance standards for Services set forth in Sections 2.02(a) and 2.02(b) , Provider may make changes from time to time in the manner of performing the Services if Provider is making similar changes in performing analogous services for itself and if, to the extent practicable, Provider furnishes to SpinCo reasonable prior written notice (in content and timing) of such changes. Except as otherwise provided in Section 2.03 , no such change shall materially adversely affect the timeliness or quality of, or the Charges for, the applicable Service and Provider shall be solely responsible for any increase in costs and expenses required in order for SpinCo to continue to receive and utilize the applicable Services in the same manner as SpinCo was receiving and utilizing such Service prior to such change. Upon request, SpinCo shall provide Provider with reasonable documentation, including any additional documentation reasonably requested by Provider to the extent such documentation is in SpinCo’s or its Subsidiaries’ possession or control, to support the calculation of such increase in costs and expenses.

Section 2.05.         Transitional Nature of Services .      The Parties acknowledge the transitional nature of the Services and agree to cooperate in good faith and to use commercially reasonable efforts to effectuate a smooth transition of the Services from Provider to SpinCo (or its designee). Accordingly, subject to Article V , Seller will use commercially reasonable efforts to as promptly as practicable following the date hereof make the transition of each Service to its own internal organization or to obtain alternative Service from Third Parties on or prior to the last day of the applicable Service Period.

Section 2.06.         Subcontracting .      Provider may hire or engage one or more Third Parties to perform any or all of its obligations under this Agreement; provided , however , that (a) Provider shall use the same degree of care (but at least reasonable care) in selecting each such Third Party as it would if such Third Party was being retained to provide similar services to Provider and (b) notwithstanding anything to the contrary in this Agreement but subject to Article VII , in no event shall Provider or any of its Affiliates be liable for any Liability related to, arising out of or connected with any Service provided by such Third Party. Subject to the confidentiality provisions set forth in Article VI , each Party shall, and shall cause their respective Affiliates to, provide,

upon ten (10) business days’ prior written notice from the other Party, any Information within such Party’s or its Affiliates’ possession that the requesting Party reasonably requests in connection with any Services being provided to such requesting Party by a Third Party, including any applicable invoices, agreements documenting the arrangements between such Third Party and Provider and other supporting documentation; provided , further , however , that each Party shall make no more than one such request during any calendar quarter.

Article III
OTHER ARRANGEMENTS

Section 3.01.         Access .

(a)          Each of Provider and SpinCo shall, and shall cause its Subsidiaries to, allow the other Party and its Subsidiaries and their respective Representatives reasonable access to the facilities of such Party and its Subsidiaries that is necessary for the Parties to fulfill their obligations under this Agreement.

(b)          In addition to the foregoing right of access, Provider shall, and shall cause its Subsidiaries to, afford SpinCo, its Subsidiaries and their respective Representatives, upon reasonable advance written notice, reasonable access during normal business hours to the facilities, Information, systems, infrastructure and personnel of Provider and its Subsidiaries as reasonably necessary for SpinCo to verify the adequacy of internal controls over information technology, reporting of financial data and related processes employed in connection with the Services being provided by Provider or its Subsidiaries, including in connection with verifying compliance with Section 404 of the Sarbanes-Oxley Act of 2002; provided that (i) such access shall not unreasonably interfere with any of the business or operations of Provider or any of its Subsidiaries and (ii) in the event that Provider determines that providing such access could be commercially detrimental, violate any applicable Law or agreement or waive any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit such access in a manner that avoids each of such harm and consequence. SpinCo agrees that all of its and its Subsidiaries’ employees shall, and that it shall use commercially reasonable efforts to cause its Representatives’ employees to, when on the property of Provider or its Subsidiaries, or when given access to any facilities, Information, systems, infrastructure or personnel of Provider or its Subsidiaries, conform to the policies and procedures of Provider and its Subsidiaries, as applicable, concerning health, safety and conduct, and computer hardware, software and data security, which are made known or provided to SpinCo from time to time.

Article IV
BILLING; TAXES

Section 4.01.         Procedure .      Charges for the Services shall be charged to and payable by SpinCo. Amounts payable pursuant to this Agreement shall be paid by wire transfer (or such other method of payment as may be agreed between the Parties from time to time) to Provider (as directed by Provider), on a monthly basis in the case of recurring fees, which amounts shall be due within thirty (30) days of SpinCo’s receipt of each such invoice, including reasonable documentation pursuant to Section 2.03 . All amounts due and payable hereunder shall be invoiced and paid in U.S. dollars.

Section 4.02.         Late Payments .      Charges not paid when due pursuant to this Agreement (and any amounts billed or otherwise invoiced or demanded and properly payable that are not paid within thirty (30) days of the receipt of such bill, invoice or other demand) shall accrue interest at a rate of 12% per annum (or such lesser amount as shall be the maximum amount permitted by Law) (the “ Interest Payment ”).

Section 4.03.         Taxes .      Without limiting any provisions of this Agreement, SpinCo shall bear any and all Taxes and other similar charges (and any related interest and penalties) imposed on, or payable with respect to, any fees or charges, including any Charges, payable by it pursuant to this Agreement, including all sales, use, value-added, and similar Taxes, but excluding Taxes based on Provider’s net income and any excise taxes imposed under Section 4981 of the Code. Notwithstanding anything to the contrary in the previous sentence or elsewhere in this Agreement, SpinCo shall be entitled to withhold from any payments to Provider any such Taxes that SpinCo is required by applicable Law to withhold and shall pay such Taxes to the applicable Taxing Authority.

Section 4.04.         No Set-Off .      Except as mutually agreed to in writing by Provider and SpinCo, SpinCo shall not have any right of set-off or other similar rights with respect to (a) any amounts received pursuant to this Agreement or (b) any other amounts claimed to be owed to Provider or any of its Subsidiaries arising out of this Agreement.

Article V
TERM AND TERMINATION

Section 5.01.         Term .      This Agreement shall commence at the Effective Time and shall terminate upon the earlier to occur of (a) the last date on which Provider is obligated to provide any Service Party in accordance with the terms of this Agreement; (b) the mutual written agreement of the Parties to terminate this Agreement in its entirety; and (c) the date that is the [ two-year]anniversary of the Distribution Date. Unless otherwise terminated pursuant to Section 5.02 , this Agreement shall terminate with respect to each Service as of the close of business on the last day of the Service Period for such Service. To the extent that Provider’s ability to provide a Service is dependent on the continuation of a specified Service, Provider’s obligation to provide such dependent Service shall terminate automatically with the termination of such supporting Service.

Section 5.02.         Early Termination .

(a)          Without prejudice to SpinCo’s rights with respect to Force Majeure, SpinCo may from time to time terminate this Agreement with respect to the entirety of any individual Service but not a portion thereof:

(i)          subsequent to the end of the Minimum Service Period, for any reason or no reason, upon the giving of at least sixty (60) days’ prior written notice to Provider (it being agreed that such notice may not be delivered prior to the end of the Minimum Service Period); provided , however , that any such termination (x) may only be effective as of the last day of a month and (y) shall be subject to the obligation to pay any applicable Termination Charges pursuant to Section 5.04 ; or

(ii)         if Provider has failed to perform any of its material obligations under this Agreement with respect to such Service, and such failure shall continue to be uncured for a period of at least thirty (30) days after receipt by Provider of written notice of such failure from SpinCo; provided , however , that any such termination may only be effective as of the last day of a month; and provided , further , that SpinCo shall not be entitled to terminate this Agreement with respect to the applicable Service if, as of the end of such period, there remains a good-faith Dispute between the Parties (undertaken in accordance with the terms of Section 8.02 ) as to whether Provider has cured the applicable failure to so perform.

(b)          Provider may terminate this Agreement with respect to any individual Service, but not a portion thereof, at any time upon prior written notice to SpinCo if SpinCo has failed to perform any of its material obligations under this Agreement relating to such Service, including making payment of Charges for such Service when due, and such failure shall continue to be uncured for a period of at least thirty (30) days after receipt by SpinCo of a written notice of such failure from Provider; provided , however , that any such termination may only be effective as of the last day of a month; and provided , further , that Provider shall not be entitled to terminate this Agreement with respect to the applicable Service if, as of the end of such period, there remains a good-faith Dispute between the Parties (undertaken in accordance with the terms of Section 8.02 ) as to whether SpinCo has cured the applicable failure to so perform. Schedule 1 hereto shall be updated to reflect any terminated Service.

Section 5.03.         Interdependencies .      The Parties acknowledge and agree that (a) there may be interdependencies among the Services being provided under this Agreement; (b) upon the request of either Party, the Parties shall cooperate and act in good faith to determine whether (i) any such interdependencies exist with respect to the particular Service that a Party is seeking to terminate pursuant to Section 5.02 and (ii) in the case of such termination, Provider’s ability to provide a particular Service in accordance with this Agreement would be materially and adversely affected by such termination of another Service; and (c) in the event that the Parties have determined that such interdependencies exist (and, in the case of such termination that Provider’s ability to provide a particular Service in accordance with this Agreement would be materially and adversely affected by such termination), the Parties shall negotiate in good faith to amend Schedule 1 hereto with respect to such termination of such impacted Service, which amendment shall be consistent with the terms of comparable Services.

Section 5.04.         Effect of Termination .      Upon the termination of any Service pursuant to this Agreement, Provider shall have no further obligation to provide the terminated Service, and SpinCo shall have no obligation to pay any future Charges relating to such Service; provided , however , that SpinCo shall remain obligated to Provider for (a) the Charges owed and payable in respect of Services provided prior to the effective date of termination for such Service, and (b) any applicable Termination Charges (which, in the case of each of clauses (a) and (b), shall be payable only in the event that SpinCo terminates any Service pursuant to Section 5.02(a)(i) ). In connection with the termination of any Service, the provisions of this Agreement not relating solely to such terminated Service shall survive any such termination, and in connection with a termination of this Agreement, Article I , this Article V , Article VII and Article IX , all confidentiality obligations under this Agreement and Liability for all due and unpaid Charges, and Termination Charges shall continue to survive indefinitely.

Section 5.05.         Information Transmission .      Provider, on behalf of itself and its Subsidiaries, shall use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to SpinCo, in accordance with Section [•] of the Separation and Distribution Agreement, any Information received or computed by Provider for the benefit of SpinCo concerning the relevant Service during the Service Period; provided , however , that, except as otherwise agreed to in writing by the Parties (a) Provider shall not have any obligation to provide, or cause to be provided, Information in any non-standard format, (b) Provider and its Subsidiaries shall be reimbursed for their reasonable costs in accordance with Section [•] of the Separation and Distribution Agreement for creating, gathering, copying, transporting and otherwise providing such Information, and (c) Provider shall use commercially reasonable efforts to maintain any such Information in accordance with Section [•] of the Separation and Distribution Agreement.

Article VI
CONFIDENTIALITY; PROTECTIVE ARRANGEMENTS

Section 6.01.         Provider and SpinCo Obligations .      Subject to Section 6.04 , until the five (5)-year anniversary of the date of the termination of this Agreement in its entirety, each of Provider and SpinCo, on behalf of itself and each of its Subsidiaries, agrees to hold, and to cause its respective Representatives to hold, in strict confidence, with at least the same degree of care that applies to Provider’s Confidential Information pursuant to policies in effect as of the Effective Time, all Confidential Information concerning the other Party or its Subsidiaries or their respective businesses that is either in its possession (including Confidential Information in its possession prior to the date hereof) or furnished by such other Party or such other Party’s Subsidiaries or their respective Representatives at any time pursuant to this Agreement, and shall not use any such Confidential Information other than for such purposes as may be expressly permitted hereunder, except , in each case, to the extent that such Confidential Information has been (a) in the public domain or generally available to the public, other than as a result of a disclosure by such Party or any of its Subsidiaries or any of their respective Representatives in violation of this Agreement; (b) later lawfully acquired from other sources by such Party or any of its Subsidiaries, which sources are not themselves bound by a confidentiality obligation or other contractual, legal or fiduciary obligation of confidentiality with respect to such Confidential Information; or (c) independently developed or generated without reference to or use of the Confidential Information of the other Party or any of its Subsidiaries. If any Confidential Information of a Party or any of its Subsidiaries is disclosed to the other Party or any of its Subsidiaries in connection with providing the Services, then such disclosed Confidential Information shall be used only as required to perform such Services.

Section 6.02.         No Release; Return or Destruction .      Each Party agrees (a) not to release or disclose, or permit to be released or disclosed, any Confidential Information of the other Party addressed in Section 6.01 to any other Person, except its Representatives who need to know such Confidential Information in their capacities as such (whom shall be advised of their obligations hereunder with respect to such Confidential Information) and except in compliance with Section 6.04 , and (b) to use commercially reasonable efforts to maintain such Confidential Information in accordance with Section [•] of the Separation and Distribution Agreement. Without limiting the foregoing, when any such Confidential Information is no longer needed for the purposes contemplated by the Separation and Distribution Agreement, this Agreement or any other

Ancillary Agreements, each Party will promptly after request of the other Party either return to the other Party all such Confidential Information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or notify the other Party in writing that it has destroyed such Information (and such copies thereof and such notes, extracts or summaries based thereon).

Section 6.03.         Privacy and Data Protection Laws .      Each Party shall comply with all applicable state, federal and foreign privacy and data protection Laws that are or that may in the future be applicable to the provision of the Services under this Agreement.

Section 6.04.         Protective Arrangements .      In the event that a Party or any of its Subsidiaries either determines on the advice of its counsel that it is required to disclose any Information pursuant to applicable Law or receives any request or demand under lawful process or from any Governmental Authority to disclose or provide Information of the other Party (or any of its Subsidiaries) that is subject to the confidentiality provisions hereof, such Party shall notify the other Party (to the extent legally permitted) as promptly as practicable under the circumstances prior to disclosing or providing such Information and shall cooperate, at the expense of the other Party, in seeking any appropriate protective order requested by the other Party. In the event that such other Party fails to receive such appropriate protective order in a timely manner and the Party receiving the request or demand reasonably determines that its failure to disclose or provide such Information shall actually prejudice the Party receiving the request or demand, then the Party that received such request or demand may thereafter disclose or provide Information to the extent required by such Law (as so advised by its counsel) or by lawful process of such Governmental Authority, and the disclosing Party shall promptly provide the other Party with a copy of the Information so disclosed, in the same form and format so disclosed, together with a list of all Persons to whom such Information was disclosed, in each case to the extent legally permitted.

Article VII
LIMITED LIABILITY AND INDEMNIFICATION

Section 7.01.        Limitations on Liability .

(a)          SUBJECT TO the obligation to re-perform a Service pursuant TO SECTION 7.02 , THE LIABILITIES OF PROVIDER AND ITS SUBSIDIARIES AND THEIR RESPECTIVE REPRESENTATIVES, COLLECTIVELY, UNDER THIS AGREEMENT FOR ANY ACT OR FAILURE TO ACT IN CONNECTION HEREWITH (INCLUDING THE PERFORMANCE OR BREACH OF THIS AGREEMENT), OR FROM THE SALE, DELIVERY, PROVISION OR USE OF ANY SERVICES PROVIDED UNDER OR CONTEMPLATED BY THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL NOT EXCEED (X) IF THE SERVICES WERE PERFORMED BY PROVIDER FOR ONE YEAR OR LESS, THE AGGREGATE CHARGES PAID TO PROVIDER BY SPINCO PURSUANT TO THIS AGREEMENT OR (Y) IF THE SERVICES WERE PERFORMED BY SUCH PROVIDER FOR MORE THAN ONE YEAR, THE AGGREGATE CHARGES PAID TO PROVIDER BY SPINCO PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITIES.

(b)          IN NO EVENT SHALL EITHER PARTY, ITS SUBSIDIARIES OR THEIR RESPECTIVE REPRESENTATIVES BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF REVENUE OR INCOME, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY, DIMINUTION IN VALUE, DAMAGES BASED ON ANY TYPE OF MULTIPLE OR ANY INDIRECT, PUNITIVE, EXEMPLARY, REMOTE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, SPECULATIVE OR SIMILAR DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER PARTY IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT (OTHER THAN ANY SUCH LIABILITY OWING TO A THIRD PARTY WITH RESPECT TO A THIRD-PARTY CLAIM), AND EACH PARTY HEREBY WAIVES ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND ITS REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE.

(c)          Except for the obligation to re-perform a Service pursuant to Section 7.02 and as otherwise provided in Section 7.04 , Provider shall not be liable for any Liabilities (including, without limitation, any Liabilities sustained by SpinCo in respect of a Third Party Claim) relating to, arising out of or resulting from the furnishing of or failure to furnish the Services, whether arising out of breach of warranty, strict liability, tort, contract or otherwise, other than any Liability OWING TO A THIRD PARTY with respect to a Third Party Claim resulting from Provider’s willful misconduct or fraud with respect to the furnishing of or failure to furnish the Services hereunder.

(d)          The limitations in Section 7.01(a) and Section 7.01(b) shall not apply in respect of any Liability arising out of or in connection with (i) either Party’s Liability for breaches of confidentiality under Article VI or (ii) willful misconduct or fraud of or by the Party to be charged.

Section 7.02.         Obligation to Re-Perform; Liabilities .     In the event of any breach of this Agreement by Provider with respect to the provision of any Services (with respect to which Provider can reasonably be expected to re-perform in a commercially reasonable manner), Provider shall (a) promptly correct in all material respects such error, defect or breach or re-perform in all material respects such Services at the request of SpinCo and at the sole cost and expense of Provider and (b) subject to the limitations set forth in Section 7.01 , reimburse SpinCo and its Subsidiaries and Representatives for Liabilities attributable to such breach by Provider. Except as set forth in Section 7.04 , the remedy set forth in this Section 7.02 shall be the sole and exclusive remedy of SpinCo for any such breach of this Agreement; provided , however , that the foregoing shall not prohibit SpinCo from exercising its right to terminate this Agreement in accordance with the provisions of Section 5.02(a)(ii) . Any request for re-performance in accordance with this Section 7.02 by SpinCo must be in writing and specify in reasonable detail the particular error, defect or breach, and such request must be made no more than forty-five (45) days from the date on which such breach occurred.

Section 7.03.         SpinCo Indemnity .      SpinCo shall indemnify, defend and hold harmless Provider, its Subsidiaries and each of their respective Representatives, and each of the successors

and assigns of any of the foregoing (collectively, the “ Provider Indemnitees ”), from and against any and all Liabilities owing to Third Parties with respect to Third Party Claims relating to, arising out of or resulting from Provider’s furnishing or failing to furnish the Services provided for in this Agreement, other than such Liabilities that relate to, arise out of or result from the willful misconduct or fraud of any Provider Indemnitee with respect to the furnishing or failure to furnish the Services provided for in this Agreement. The indemnification obligations set forth herein are the exclusive indemnification obligations and the sole and exclusive remedy with respect to the matters addressed in this Section 7.03 and are in lieu of any other indemnification obligations of SpinCo (if any) under the Separation and Distribution Agreement or any other Ancillary Agreement with respect to the matters addressed herein.

Section 7.04.         Provider Indemnity .     Provider shall indemnify, defend and hold harmless SpinCo, its Subsidiaries and each of their respective Representatives, and each of the successors and assigns of any of the foregoing, from and against any and all Liabilities owing to Third Parties with respect to Third Party Claims relating to, arising out of or resulting from the furnishing of or failure to furnish the Services provided for in this Agreement, but only to the extent that such Liabilities relate to, arise out of or result from Provider’s willful misconduct or fraud with respect to the furnishing or failure to furnish the Services provided for in this Agreement. The indemnification obligations set forth herein are the exclusive indemnification obligations and the sole and exclusive remedy with respect to the matters addressed in this Section 7.04 and are in lieu of any other indemnification obligations of Provider (if any) under the Separation and Distribution Agreement or any other Ancillary Agreement, or fraud.

Section 7.05.         Indemnification Procedures .      The procedures for indemnification set forth in Sections [•] of the Separation and Distribution Agreement shall govern claims for indemnification under this Agreement.

Article VIII
TRANSITION COMMITTEE

Section 8.01.         Establishment .     Pursuant to the Separation and Distribution Agreement, a Transition Committee is to be established by Provider and SpinCo to, among other things, monitor and manage matters arising out of or relating in any way to this Agreement. Without limiting the generality of the foregoing, each Party shall cause each member of the Transition Committee who is an employee, agent or other Representative of such Party, to work in good faith to resolve any Dispute arising out of or relating in any way to this Agreement.

Section 8.02.         Dispute Resolution .      Provider and SpinCo shall attempt in good faith to resolve any Dispute arising out of or relating to this Agreement promptly by negotiation in accordance with this Section 8.02 .

(a)          In the event of any controversy, dispute or claim (a “ Dispute ”), the Transition Committee shall consider such Dispute for up to ten (10) business days following receipt of a notice from either party specifying the nature of such Dispute, during which time the Transition Committee shall meet in person at least once and attempt to resolve such Dispute.

(b)          If such Dispute is not resolved by the end of the ten (10) business day period referred to in Section 8.02(a) , or if the Transition Committee agrees that such Dispute cannot be resolved by it, either Party may submit the dispute resolution in accordance with the procedures described in Schedule 8.02 . If such Dispute is not resolved after following the procedures described in Schedule 8.02 , then either Party thereafter may pursue any and all rights and remedies available to it at Law or in equity.

(c)          In any Dispute regarding the amount of a Charge or a Termination Charge, if such Dispute is finally resolved by the Transition Committee or pursuant to the Dispute resolution process set forth in Schedule 8.02 and it is determined that the Charge or the Termination Charge, as applicable, that Provider has invoiced SpinCo, and that SpinCo has paid to Provider, is greater or less than the amount that the Charge or the Termination Charge, as applicable, should have been, then (i) if it is determined that SpinCo has overpaid the Charge or the Termination Charge, as applicable, Provider shall within five (5) business days after such determination reimburse SpinCo an amount of cash equal to such overpayment, plus the Interest Payment, accruing from the date of payment by SpinCo to the time of reimbursement by Provider; and (ii) if it is determined that SpinCo has underpaid the Charge or the Termination Charge, as applicable, SpinCo shall within five (5) business days after such determination reimburse Provider an amount of cash equal to such underpayment, plus the Interest Payment, accruing from the date such payment originally should have been made by SpinCo to the time of payment by SpinCo.

Article IX
MISCELLANEOUS

Section 9.01.         Mutual Cooperation .     Each Party shall, and shall cause its Subsidiaries to, cooperate with the other Party and its Subsidiaries in connection with the performance of the Services hereunder; provided , however , that such cooperation shall not unreasonably disrupt the normal operations of such Party or its Subsidiaries; and, provided , further , that this Section 9.01 shall not require such Party to incur any out-of-pocket costs or expenses unless and except as expressly provided in this Agreement or otherwise agreed to in writing by the Parties.

Section 9.02.         Further Assurances .     Each Party shall take, or cause to be taken, any and all reasonable actions, including the execution, acknowledgment, filing and delivery of any and all documents and instruments that any other Party may reasonably request to effect the intent and purpose of this Agreement and the transactions contemplated hereby.

Section 9.03.         Audit Assistance .     Each of the Parties and their respective Subsidiaries are or may be subject to regulation and audit by a Governmental Authority (including a Taxing Authority), standards organizations, customers or other parties to contracts with such Parties or their respective Subsidiaries under applicable Law, standards or contract provisions. If a Governmental Authority, standards organization, customer or other party to a contract with a Party or its Subsidiary exercises its right to examine or audit such Party’s or its Subsidiary’s books, records, documents or accounting practices and procedures pursuant to such applicable Law, standards or contract provisions, and such examination or audit relates to the Services, then the other Party shall provide, at the sole cost and expense of the requesting Party, all assistance reasonably requested by the Party that is subject to the examination or audit in responding to such examination or audits or requests for Information, to the extent that such assistance or

Information is within the reasonable control of the cooperating Party and is related to the Services.

Section 9.04.         Title to Intellectual Property .     Except as expressly provided for under the terms of this Agreement or the Separation and Distribution Agreement, SpinCo acknowledges that it shall acquire no right, title or interest (including any license rights or rights of use) in any intellectual property that is owned or licensed by Provider or any of its Affiliates, by reason of the provision of the Services hereunder. SpinCo shall not remove or alter any copyright, trademark, confidentiality or other proprietary notices that appear on any intellectual property owned or licensed by Provider or any of its Affiliates, and SpinCo shall reproduce any such notices on any and all copies thereof. SpinCo shall not attempt to decompile, translate, reverse engineer or make excessive copies of any intellectual property owned or licensed by Provider or any of its Affiliates, and SpinCo shall promptly notify Provider of any such attempt, regardless of whether by SpinCo or any Third Party, of which SpinCo becomes aware.

Section 9.05.         Independent Contractors .     The Parties each acknowledge and agree that they are separate entities, each of which has entered into this Agreement for independent business reasons. The relationships of the Parties hereunder are those of independent contractors and nothing contained herein shall be deemed to create a joint venture, partnership or any other relationship between the Parties. Employees performing services hereunder do so on behalf of, under the direction of, and as employees of, Provider, and SpinCo shall have no right, power or authority to direct such employees.

Section 9.06.         Counterparts; Entire Agreement; Corporate Power .

(a)          This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.

(b)          This Agreement, the Separation and Distribution Agreement and the Ancillary Agreements and the Exhibits, Schedules and appendices hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein.

(c)          Provider represents on behalf of itself and, to the extent applicable, each of its Subsidiaries, and SpinCo represents on behalf of itself and, to the extent applicable, each of its Subsidiaries, as follows:

(i)          each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and

(ii)         this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms hereof.

(d)          Each Party acknowledges and agrees that delivery of an executed counterpart of a signature page to this Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by email in portable document format (PDF) shall be effective as delivery of such executed counterpart of this Agreement. Each Party expressly adopts and confirms each such facsimile, stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile or by email in portable document format (PDF)) made in its respective name as if it were a manual signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Party at any time, it will as promptly as reasonably practicable cause this Agreement to be manually executed (any such execution to be as of the date of the initial date thereof) and delivered in person, by mail or by courier.

Section 9.07.         Governing Law; Waiver of Jury Trial .     This Agreement (and any claims or disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware, irrespective of the choice of Laws principles of the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

Section 9.08.         Assignability .     This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided , however , that neither Party may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Party. Notwithstanding the foregoing, no such consent shall be required for the assignment of a Party’s rights and obligations under the Separation and Distribution Agreement, this Agreement and the other Ancillary Agreements in whole (i.e., the assignment of a Party’s rights and obligations under the Separation and Distribution Agreement, this Agreement and all the other Ancillary Agreements all at the same time) in connection with a change of control of a Party so long as the resulting, surviving or transferee Person assumes all the obligations of the relevant party thereto by operation of Law or pursuant to an agreement in form and substance reasonably satisfactory to the other Party. Nothing herein is intended to, or shall be construed to, prohibit either Party or any of its Subsidiaries from being party to or undertaking a change of control.

Section 9.09.         Third-Party Beneficiaries .     Except as provided in Article VII with respect to the Provider Indemnitees in their capacities as such, (a) the provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any other Person except the Parties any rights or remedies hereunder; and (b) there are no other third-party beneficiaries of this Agreement and this Agreement shall not provide any other Third Party with any remedy, claim, Liability, reimbursement, claim of Action or other right in excess of those existing without reference to this Agreement.

Section 9.10.         Notices .     All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.10 ):

If to WestRock, to:

WestRock Company

504 Thrasher Street NW
Norcross, GA 30071-1967
Attention: Chief Financial Officer

(with a copy to):

WestRock Company
504 Thrasher Street NW
Norcross, GA 30071-1967
Attention: General Counsel

If to SpinCo, to:

Ingevity Corporation
5255 Virginia Avenue
North Charleston, SC 29406
Attention: General Counsel

Any Party may, by notice to the other Party, change the address to which such notices are to be given.

Section 9.11.         Severability .     If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

Section 9.12.         Force Majeure .     No Party shall be deemed in default of this Agreement for any delay or failure to fulfill any obligation hereunder (other than the obligation to pay money) so long as and to the extent to which any delay or failure in the fulfillment of such obligations is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance (other than the obligation to pay money) shall be extended for a period equal to the time lost by reason of the delay unless this Agreement has previously been terminated under Article V or under this Section 9.12 . A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such Force Majeure, (a) provide written notice to the other Party of the nature and extent of such Force Majeure; and (b) use commercially reasonable efforts to remove any

such causes and resume performance under this Agreement as soon as reasonably practicable (and in no event later than the date that the affected Party resumes providing analogous services to, or otherwise resumes analogous performance under any other agreement for, itself, its Affiliates or any Third Party) unless this Agreement has previously been terminated under Article V or this Section 9.12 . SpinCo shall be (i) relieved of the obligation to pay Charges for the affected Service(s) throughout the duration of such Force Majeure, (ii) free to acquire such Services from an alternative source, at SpinCo’s sole cost and expense, and without liability to Provider, for the period and to the extent reasonably necessitated by such non-performance, and (iii) entitled to permanently terminate such Service(s) if the delay or failure in providing such Services because of a Force Majeure shall continue to exist for more than thirty (30) consecutive days (it being understood that SpinCo shall not be required to provide any advance notice of such termination to Provider).

Section 9.13.         Headings .     The Article, Section and Paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 9.14.         Survival of Covenants .     Except as expressly set forth in this Agreement, the covenants, representations and warranties and other agreements contained in this Agreement, and Liability for the breach of any obligations contained herein, shall survive the Effective Time and shall remain in full force and effect thereafter.

Section 9.15.         Waivers of Default .     Waiver by any Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the waiving Party. No failure or delay by any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 9.16.         Specific Performance .     Subject to Section 7.02 and Section 8.02 , in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party or Parties who are, or are to be, thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief (on an interim or permanent basis) in respect of its rights or their rights under this Agreement, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at Law for any breach or threatened breach, including monetary damages, may be inadequate compensation for any loss and that any defense in any Action for specific performance that a remedy at Law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are hereby waived by each of the Parties.

Section 9.17.         Amendments .     No provisions of this Agreement or any Ancillary Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement or modification.

Section 9.18.         Interpretation .     In this Agreement, (a) words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other genders as the context requires; (b) the terms “hereof,” “herein,” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all of the Schedules, Annexes and Exhibits hereto) and not to any particular provision of this Agreement; (c) Article, Section, Exhibit, Annex and Schedule references are to the Articles, Sections, Exhibits, Annexes and Schedules to this Agreement unless otherwise specified; (d) unless otherwise stated, all references to any agreement shall be deemed to include the exhibits, schedules and annexes to such agreement; (e) the word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless otherwise specified; (f) the word “or” shall not be exclusive; (g) unless otherwise specified in a particular case, the word “days” refers to calendar days; (h) references to “business day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by law to close in the United States or Atlanta, Georgia or Charleston, South Carolina; (i) references herein to this Agreement or any other agreement contemplated herein shall be deemed to refer to this Agreement or such other agreement as of the date on which it is executed and as it may be amended, modified or supplemented thereafter, unless otherwise specified; and (j) unless expressly stated to the contrary in this Agreement, all references to “the date hereof,” “the date of this Agreement,” “hereby” and “hereupon” and words of similar import shall all be references to ______, 2016.

Section 9.19.         Mutual Drafting .     This Agreement shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable to this Agreement.

Section 9.20.         Effect if Distribution Does Not Occur .     If the Distribution does not occur, then all actions and events that are, under this Agreement, to be taken or occur shall not be taken or occur except to the extent specifically agreed by the parties.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized Representatives.

[Signature Page to Transition Services Agreement]

EXHIBIT 10.3

Form of

EMPLOYEE MATTERS AGREEMENT

by and between

WESTROCK COMPANY

and

INGEVITY CORPORATION

Dated as of [___], 2016

TABLE OF CONTENTS

Page

No table of contents entries found. EMPLOYEE MATTERS AGREEMENT

This Employee Matters Agreement (this “ Agreement ”), dated as of [___], 2016, with effect as of the Effective Time (as defined below), is entered into by and between WestRock Company, a Delaware corporation (“ Parent ”), and Ingevity Corporation, a Delaware corporation (“ SpinCo, ” and together with Parent, the “ Parties ”).

RECITALS :

WHEREAS, Parent and SpinCo have entered into a Separation and Distribution Agreement pursuant to which the Parties have set out the terms on which, and the conditions subject to which, they wish to implement the Separation (as defined in the Separation and Distribution Agreement) (such agreement, as amended, restated or modified from time to time, the “ Separation and Distribution Agreement ”).

WHEREAS, in connection therewith, Parent and SpinCo have agreed to enter into this Agreement to allocate between them assets, liabilities and responsibilities with respect to certain employee compensation, pension and benefit plans, programs and arrangements and certain employment matters.

NOW THEREFORE, in consideration of the mutual agreements, covenants and other provisions set forth in this Agreement, the Parties hereby agree as follows:

ARTICLE I
DEFINITIONS

Unless otherwise defined in this Agreement, capitalized words and expressions and variations thereof used in this Agreement have the meanings set forth below. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Separation and Distribution Agreement.

1.1         “ Accrued Union Hourly DB Benefit ” has the meaning set forth in Section 3.2(b) .

1.2         “ Affiliate ” has the meaning given that term in the Separation and Distribution Agreement.

1.3         “ Agreement ” means this Employee Matters Agreement, including all the Schedules hereto.

1.4         “ Ancillary Agreements ” has the meaning given that term in the Separation and Distribution Agreement.

1.5         “ Approved Leave of Absence ” means an absence from active service pursuant to an approved leave policy with a guaranteed right of reinstatement.

1.6         “ Benefit Agreement ” means each employment, consulting, bonus, incentive, deferred compensation, equity or equity-based compensation, change in control, retention, severance, termination, restrictive covenant or other compensatory Contract between any Parent Entity or SpinCo Entity, on the one hand, and any current or former employee or service provider of any Parent Entity or SpinCo Entity (as applicable), on the other hand.

1.7         “ Benefit Plan ” means, with respect to an entity or any of its Subsidiaries, (a) each “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) and all other employee benefits arrangements, plans, policies or payroll practices (including severance pay, sick leave, vacation pay, salary continuation, disability, retirement, deferred compensation, bonus, stock option or other equity-based compensation, hospitalization, medical insurance or life insurance) sponsored or maintained by such entity or by any of its Subsidiaries (or to which such entity or any of its Subsidiaries contributes or is required to contribute) and (b) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA), occupational pension plan or arrangement or other pension arrangements sponsored, maintained or contributed to by such entity or any of its Subsidiaries (or to which such entity or any of its Subsidiaries contributes or is required to contribute). For the avoidance of doubt, “Benefit Plans” includes Health and Welfare Plans, Parent Executive DB Plans, and SpinCo Executive Benefit Plans. When immediately preceded by “Parent,” Benefit Plan means any Benefit Plan sponsored, maintained or contributed to by Parent or a Parent Entity or any Benefit Plan with respect to which Parent or a Parent Entity is a party and when immediately preceded by “SpinCo,” Benefit Plan means any Benefit Plan sponsored, maintained or contributed to by SpinCo or any SpinCo Entity or any Benefit Plan with respect to which SpinCo or a SpinCo Entity is a party, as in effect as of the time relevant to the applicable provision of this Agreement; provided however , a Benefit Plan sponsored or maintained by Parent or a Parent Entity shall not be a SpinCo Benefit Plan (regardless of whether such Benefit Plan is contributed to by SpinCo or a SpinCo Entity), and a Benefit Plan sponsored or maintained by SpinCo or a SpinCo Entity shall not be a Parent Benefit Plan (regardless of whether such Benefit Plan is contributed to by Parent or a Parent Entity).

1.8         “ Cash LTI Award ” means a cash-based long-term incentive award granted under any Parent Long-Term Incentive Plan.  

1.9         “ COBRA ” means the continuation coverage requirements for “group health plans” under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Code § 4980B and ERISA §§ 601 through 608.

1.10       “ Code ” means the Internal Revenue Code of 1986, as amended, or any successor U.S. federal income tax law. Reference to a specific Code provision also includes any proposed, temporary or final regulation in force under that provision.

1.11       “ Collective Bargaining Agreement ” has the meaning set forth in Section 6.2 .

1.12       “ Committee ” has the meaning set forth in Section 5.3(a) .

1.13       “ Contract ” has the meaning given that term in the Separation and Distribution Agreement.

1.14       “ Distribution Date ” has the meaning given that term in the Separation and Distribution Agreement.

1.15       “ Effective Time ” has the meaning given that term in the Separation and Distribution Agreement.

1.16       “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended. Reference to a specific provision of ERISA also includes any proposed, temporary or final regulation in force under that provision.

1.17       “ Former Parent Employee ” means any individual who is a former employee of the Parent Group or the SpinCo Group and who has not resumed employment with the Parent Group, in each case, other than any SpinCo Employee or Former SpinCo Employee.

1.18       “ Former SpinCo Employee ” means any individual who becomes a former employee of the SpinCo Group on or after January 1, 2016 and who has not resumed employment with the SpinCo Group as of the Effective Time.

1.19       “ Former SpinCo Non-U.S. Employee ” means a Former SpinCo Employee whose principal place of employment or engagement was outside of the United States at the time such employee ceased to be a SpinCo Employee.

1.20       “ Former SpinCo U.S. Employee ” means a Former SpinCo Employee whose principal place of employment or engagement was in the United States at the time such employee ceased to be a SpinCo Employee.

1.21       “ Health and Welfare Plans ” means any plan, fund or program which was established or is maintained for the purpose of providing for its participants or their dependents and beneficiaries, through the purchase of insurance or otherwise, medical (including PPO, EPO and HDHP coverages), dental, prescription, vision, short-term disability, long-term disability, life and AD&D, employee assistance, group legal services, wellness, cafeteria (including premium payment, health flexible spending account and dependent care flexible spending account components), travel reimbursement, transportation, or other benefits in the event of sickness, accident, disability, death or unemployment, or vacation benefits, apprenticeship or other training programs or day care centers, scholarship funds, or prepaid legal services, including any such plan, fund or program as defined in Section 3(1) of ERISA.

1.22       “ HIPAA ” means the health insurance portability and accountability requirements for “group health plans” under the Health Insurance Portability and Accountability Act of 1996, as amended.

1.23       “ Liability ” has the meaning given that term in the Separation and Distribution Agreement.

1.24       “ MeadWestvaco Long-Term Incentive Plans ” means the MeadWestvaco Corporation 2005 Performance Incentive Plan, the 2009 Compensation Plan for Non-Employee Directors, the 1996 Stock Option Plan, each as amended and restated and any other plan providing for the grant of equity-based compensation or cash-based long-term incentive awards maintained by MeadWestvaco Corporation on or prior to July 1, 2015.

1.25       “ Non-U.S. Health and Welfare Plan ” means any Health and Welfare Plan that is not a U.S. Health and Welfare Plan.

1.26       “ NYSE ” has the meaning given that term in the Separation and Distribution Agreement.  

1.27        “ Option ” (a) when immediately preceded by “Parent” means an option (either nonqualified or incentive) to purchase shares of Parent Common Stock granted under any Parent Long-Term Incentive Plan and (b) when immediately preceded by “SpinCo,” Option means an option (either nonqualified or incentive) to purchase shares of SpinCo Common Stock following the Effective Time granted (or deemed to be granted) under the SpinCo Long-Term Incentive Plan.  If not immediately preceded by “Parent” or “SpinCo”, Option means Parent Options and SpinCo Options.

1.28       “ Parent 401(k) Plans ” means the WestRock Company 401(k) Retirement Savings Plan or any other defined contribution plan intended to be qualified under Section 401 of the Code maintained by Parent or any Parent Entity as in effect as of the time relevant to the applicable provision of this Agreement.

1.29       “ Parent Common Stock ” means shares of common stock, $0.01 par value per share, of Parent

1.30       “ Parent DSU ” means an award of director stock units corresponding to shares of Parent Common Stock granted under any Parent Long-Term Incentive Plan.

1.31        “ Parent Employee ” means any individual who (a) as of immediately prior to January 1, 2016, was either actively employed by, or then on Approved Leave of Absence from, any Parent Entity or (b) became actively employed by any Parent Entity on or after such date, in each case, excluding any Former Parent Employee, SpinCo Employee, or Former SpinCo Employee.

1.32       “ Parent Entities ” means the members of the Parent Group, as defined in the Separation and Distribution Agreement.

1.33       “ Parent Executive DB Plans ” means the Rock-Tenn Company Supplemental Executive Retirement Plan, the MeadWestvaco Corporation Executive Retirement Plan, the MeadWestvaco Corporation Retirement Restoration Plan, each as amended and restated, or any other similar plan maintained by Parent as in effect as of the time relevant to the applicable provision of this Agreement, other than any Parent Executive DC Plan.

1.34       “ Parent Executive DC Plans ” means the MeadWestvaco Deferred Income Plan, the Rock-Tenn Company Supplemental Retirement Savings Plan, the WestRock Company

Deferred Compensation Plan or any other supplemental defined contribution plan maintained by Parent as in effect as of the time relevant to the applicable provision of this Agreement.

1.35       “ Parent Retiree Life Insurance Plan ” means the MeadWestvaco Corporation Retiree Welfare Benefit Program, to the extent such program provides for post-employment life insurance benefits.

1.36       “ Parent Retiree Medical Plan ” means the MeadWestvaco Corporation Retiree Welfare Benefit Program, to the extent such program provides for post-employment health insurance benefits.

1.37       “ Parent Union Hourly DB Plan ” has the meaning set forth in Section 3.2(a) .

1.38       “ Parent Indemnitees ” has the meaning given that term in the Separation and Distribution Agreement.

1.39       “ Parent Long-Term Incentive Plans ” means the WestRock Company 2016 Incentive Stock Plan, Rock-Tenn Company Amended and Restated 2004 Incentive Stock Plan, the Rock-Tenn Company 2000 Incentive Stock Plan, the Rock-Tenn Company 1993 Employee Stock Option Plan, the MeadWestvaco Corporation 2005 Performance Incentive Plan, the 2009 Compensation Plan for Non-Employee Directors and the 1996 Stock Option Plan, each as amended and restated, and any other plan providing for the grant of equity-based compensation or cash-based long-term incentive awards maintained by Parent, as in effect as of the time relevant to the applicable provision of this Agreement.

1.40       “ Parent Non-U.S. Health and Welfare Plans ” has the meaning set forth in Section 4.3(b) of this Agreement.

1.41       “ Parent Pension Plan ” has the meaning set forth in Section 3.2(a) .

1.42       “ Parent Post-Separation Stock Value ” means the closing per-share price of Parent Common Stock in the “when issued market” on the NYSE on the last trading day preceding the Distribution Date, as reported by Bloomberg L.P.

1.43       “ Parent Pre-Separation Stock Value ” means the closing per-share price of Parent Common Stock trading “regular way with due bills” on the NYSE on the last trading day preceding the Distribution Date, as reported by Bloomberg L.P.

1.44       “ Parent Ratio ” means the quotient obtained by dividing the Parent Pre-Separation Stock Value by the Parent Post-Separation Stock Value.

1.45       “ Parent U.S. Health and Welfare Plan ” means a U.S. Health and Welfare Plan sponsored by any Parent Entity, other than a SpinCo U.S. Health and Welfare Plan.

1.46       “ Parent ” has the meaning set forth in the preamble to this Agreement.

1.47       “ Participating Company ” means (a) Parent and (b) any other Person (other than an individual) that participates in a plan sponsored by any Parent Entity.

1.48       “ Parties ” has the meaning set forth in the preamble to this Agreement.

1.49       “ Person ” has the meaning given that term in the Separation and Distribution Agreement.

1.50       “ Reimbursement Award ” means any award, whether vested or unvested, that was granted under any MeadWestvaco Long-Term Incentive Plan (other than any Cash LTI Award) that is outstanding as of immediately prior to the Effective Time and held by a SpinCo Employee.

1.51       “ Reimbursement Event ” means (i) the settlement of any Reimbursement Award that is an RSU, Restricted Share or similar full-value share-based award or (ii) the exercise of any Reimbursement Award that is an Option or SAR.

1.52       “ Reimbursement Invoice ” has the meaning set forth in Section 5.3(e) .

1.53       “ Restricted Share ” (a) when immediately preceded by “Parent,” means a share of Parent Common Stock that is subject to transfer restrictions granted under any Parent Long-Term Incentive Plan and (b) when immediately preceded by “SpinCo,” means a share of SpinCo Common Stock that is subject to transfer restrictions following the Effective Time granted (or deemed to be granted) under the SpinCo Long-Term Incentive Plan.  If not immediately preceded by “Parent” or “SpinCo”, Restricted Share means Parent Restricted Shares and SpinCo Restricted Shares.

1.56       “ Retiree Medical Invoice ” has the meaning set forth in Section 4.1(d) .

1.57       “ RSU ” (a) when immediately preceded by “Parent,” means units granted under any Parent Long-Term Incentive Plan representing a general unsecured promise by Parent to pay the value of shares of Parent Common Stock in cash or shares of Parent Common Stock, other than Parent DSUs, and, (b) when immediately preceded by “SpinCo,” means units granted (or deemed to be granted) under the SpinCo Long-Term Incentive Plan representing a general unsecured promise by SpinCo to pay the value of shares of SpinCo Common Stock in cash or shares of SpinCo Common Stock following the Effective Time.  If not immediately preceded by “Parent” or “SpinCo”, RSU means Parent RSUs and SpinCo RSUs.

1.58       “ SAR ” (a) when immediately preceded by “Parent” means a stock appreciation right covering shares of Parent Common Stock granted under any Parent Long-Term Incentive Plan, and (b) when immediately preceded by “SpinCo,” SAR means a stock appreciation right covering shares of SpinCo Common Stock following the Effective Time granted (or deemed to be granted) under the SpinCo Long-Term Incentive Plan.  If not immediately preceded by “Parent” or “SpinCo”, SAR means Parent SARs and SpinCo SARs.

1.59       “ Section 414(l) Amount ” has the meaning set forth in Section 3.2(c) .

1.60       “ Separation and Distribution Agreement ” has the meaning set forth in the recitals to this Agreement.

1.61       “ Separation ” has the meaning given that term in the Separation and Distribution Agreement.

1.62       “ SpinCo 401(k) Plan ” has the meaning set forth in Section 3.1(a) .

1.63       “ SpinCo 401(k) Plan Trust ” has the meaning set forth in Section 3.1(a) .

1.64       “ SpinCo Common Stock ” means shares of common stock, $0.01 par value per share, of SpinCo.

1.65       “ SpinCo Employee ” means any individual who (a) as of immediately prior to January 1, 2016, was either actively employed by, or then on Approved Leave of Absence (including, for the avoidance of doubt, any individual absent due to long-term disability as determined by Parent in its sole discretion) from, a SpinCo Entity or (b) became actively employed by a SpinCo Entity on or after such date, in each case, excluding any Former SpinCo Employee.

1.66       “ SpinCo Entities ” means the members of the SpinCo Group as defined in the Separation and Distribution Agreement.

1.67       “ SpinCo Executive Benefit Plans ” means the executive benefit and nonqualified plans, programs, and arrangements established, sponsored, maintained, or agreed upon, by any SpinCo Entity for the benefit of employees and former employees of any SpinCo Entity.

1.68       “ SpinCo Executive DB Obligations ” has the meaning set forth in Section 5.1 .

1.71       “ SpinCo Non-U.S. Health and Welfare Plans ” has the meaning set forth in Section 4.2 .

1.72       “ SpinCo Non-U.S. Employee ” means a SpinCo Employee whose principal place of employment or engagement is outside the United States.

1.73       “ SpinCo NQDC Plan ” has the meaning set forth in Section 5.5(b) .

1.74       “ SpinCo Pension Plan ” has the meaning set forth in Section 3.2(b) .

1.75       “ SpinCo Pension Plan Trust ” has the meaning set forth in Section 3.2(b) .

1.76       “ SpinCo U.S. Employee ” means a SpinCo Employee whose principal place of employment or engagement is in the United States.

1.77       “ SpinCo U.S. Health and Welfare Plans ” has the meaning set forth in Section 4.1(a) of this Agreement.

1.78       “ SpinCo ” has the meaning set forth in the preamble to this Agreement.

1.79       “ Subsidiary ” has the meaning given that term in the Separation and Distribution Agreement.

1.80       “ Transfer Date ” has the meaning set forth in Section 3.2(c) .

1.81       “ Union Hourly SpinCo Employee ” means each SpinCo Employee (including, for the avoidance of doubt, those SpinCo Employees on Approved Leave of Absence, including due to long-term disability as determined by Parent in its sole discretion) who, as of immediately prior to the Effective Time, is participating in any Parent Pension Plan under any benefit formula applicable to bargained hourly employees.

1.82       “ United States ” or “ U.S. ” means the 50 United States of America and the District of Columbia.

1.83       “ U.S. Health and Welfare Plan ” means any Health and Welfare Plan that is primarily for the benefit of employees whose principal place of employment or engagement is in the United States.

ARTICLE II
GENERAL PRINCIPLES

2.1          Employment of SpinCo Employees . All employees of SpinCo and each other SpinCo Entity as of immediately prior to the Effective Time (including, for the avoidance of doubt, any individual absent due to long-term disability as determined by Parent in its sole discretion) shall continue to be employees of SpinCo or such other SpinCo Entity, as the case may be, immediately after the Effective Time.

2.2          Assumption and Retention of Liabilities; Related Assets .

(a)          As of the Distribution Date, except as expressly provided in this Agreement, the Parent Entities shall assume or retain and Parent hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Parent Benefit Plans with respect to all Parent Employees, Former Parent Employees and their dependents and beneficiaries, (ii) all Liabilities with respect to the employment or termination of employment of all Parent Employees and Former Parent Employees, and (iii) any other Liabilities expressly assigned to Parent under this Agreement. All assets held in trust to fund the Parent Benefit Plans and all insurance policies funding the Parent Benefit Plans shall be Parent Assets (as defined in the Separation and Distribution Agreement), except to the extent specifically provided otherwise in this Agreement.

(b)          From and after the Distribution Date, except as expressly provided in this Agreement, SpinCo and the SpinCo Entities shall assume or retain, as applicable, and SpinCo hereby agrees to pay, perform, fulfill and discharge, in due course in full, (i) all Liabilities under all SpinCo Benefit Plans, (ii) all Liabilities with respect to the employment or termination of employment of all SpinCo Employees and Former SpinCo Employees, and (iii) any other Liabilities expressly assigned to SpinCo or any SpinCo Entity under this Agreement.

2.3          SpinCo Participation in Parent Benefit Plans . Except as expressly provided in this Agreement, effective as of the Effective Time (or, in the case of Parent U.S. Health and Welfare Plans and Parent 401(k) Plans, January 1, 2016), SpinCo and each other SpinCo Entity shall cease to be a Participating Company in any Parent Benefit Plan and each SpinCo Employee and each Former SpinCo Employee shall cease to be an individual participant in any Parent Benefit Plan, and Parent and SpinCo shall take all necessary action to effectuate such cessation as a Participating Company and as an individual participant.  With respect to SpinCo Employees and Former SpinCo Employees, service with SpinCo or any other SpinCo Entity on or after the Effective Time (or, in the case of Parent U.S. Health and Welfare Plans and Parent 401(k) Plans, January 1, 2016) shall not be recognized under any Parent Benefit Plan for any purpose, except to the extent otherwise required by applicable law or as expressly provided in this Agreement.

2.4          Terms of Participation by SpinCo Employees in SpinCo Benefit Plans . Parent and SpinCo shall agree on methods and procedures, including amending the respective Benefit Plan documents, to prevent SpinCo Employees from receiving duplicative benefits from the Parent Benefit Plans and the SpinCo Benefit Plans.  With respect to SpinCo Employees, each SpinCo Benefit Plan shall provide that all service, all compensation and all other benefit-affecting determinations that, as of the Effective Time, were recognized under the corresponding Parent Benefit Plan shall, as of immediately after the Distribution Date or any subsequent effective date for such SpinCo Benefit Plan, receive full recognition, credit and validity and be taken into account under such SpinCo Benefit Plan to the same extent as if such items occurred under such SpinCo Benefit Plan, except to the extent that duplication of benefits would result or for benefit accrual under any defined benefit pension plan.

2.5          Commercially Reasonable Efforts . Parent and SpinCo shall use commercially reasonable efforts to (a) enter into any necessary agreements to accomplish the assumptions and transfers contemplated by this Agreement and (b) provide for the maintenance of the necessary participant records, the appointment of the trustees and the engagement of recordkeepers, investment managers, providers, insurers, and other third parties reasonably necessary to maintaining and administering the Parent Benefit Plans and the SpinCo Benefit Plans.

2.6          Regulatory Compliance . Parent and SpinCo shall, in connection with the actions taken pursuant to this Agreement, reasonably cooperate in making any and all appropriate filings required under the Code, ERISA and any applicable securities laws, implementing all appropriate communications with participants, transferring appropriate records and taking all such other reasonable actions as the requesting party may reasonably determine to be necessary or appropriate to implement the provisions of this Agreement in a timely manner.

2.7          Approval by Parent as Sole Stockholder . Prior to the Effective Time, Parent shall cause SpinCo to adopt a long-term incentive plan or program, to be effective immediately prior

to the Distribution Date (the “ SpinCo Long-Term Incentive Plan ”) and Parent shall approve the SpinCo Long-Term Incentive Plan as the sole stockholder of SpinCo.

2.8          No Change in Control .  The Parties hereto agree that none of the transactions contemplated by the Separation and Distribution Agreement or any of the Ancillary Agreements, including this Agreement, constitutes a “change in control,” “change of control” or similar term, as applicable, within the meaning of any SpinCo Benefit Plan or SpinCo Benefit Agreement, including the SpinCo Long-Term Incentive Plan.

ARTICLE III
Defined Contribution Plans; Defined Benefit Plans

3.1          Defined Contribution Plans .

(a)          SpinCo has established a defined contribution Benefit Plan intended to be qualified under Section 401(a) of the Code (the “ SpinCo 401(k) Plan ”) and a related trust that is intended to be exempt from tax under Section 501(a) of the Code (the “ SpinCo 401(k) Plan Trust ”). Effective as of January 1, 2016, Parent implemented a trust to trust transfer of the accounts of the SpinCo Employees and Former SpinCo Employees (in each case, determined as of the date of transfer) under the Parent 401(k) Plan (including any outstanding participant loans) and such accounts were transferred to the SpinCo 401(k) Plan and the SpinCo 401(k) Plan Trust in cash or such other assets as determined by Parent in its sole discretion; provided that shares of Parent Common Stock were transferred as provided in Section 3.1(b) .  Effective as of January 1, 2016, SpinCo shall cause the SpinCo 401(k) Plan to assume and be solely responsible for all Liabilities for plan benefits under the SpinCo 401(k) Plan to or relating to SpinCo Employees and Former SpinCo Employees, including those whose accounts have been transferred from the Parent 401(k) Plan. Parent and SpinCo agree to cooperate in making all appropriate filings and taking all reasonable actions required to implement the provisions of this Section 3.1 ; provided that SpinCo acknowledges that it will be responsible for complying with any requirements and applying for any Internal Revenue Service determination letters with respect to the SpinCo 401(k) Plan.

(b)           Stock Considerations .

(i)          To the extent that SpinCo Employees or Former SpinCo Employees hold shares of Parent Common Stock under the SpinCo 401(k) Plan, such shares will be deposited in a stock fund under the SpinCo 401(k) Plan, subject to such limitations (including the ability to dispose of such shares of Parent Common Stock in accordance with the terms of the SpinCo 401(k) Plan), or the removal of such stock fund, in each case, as determined solely by SpinCo or the applicable fiduciary of the SpinCo 401(k) Plan.  Following January 1, 2016, SpinCo Employees and Former SpinCo Employees shall not be permitted to acquire shares of Parent Common Stock in any stock fund under the SpinCo 401(k) Plan, except for dividend reinvestments permitted under the terms of the SpinCo 401(k) Plan.

(ii)         To the extent that Parent Employees or Former Parent Employees receive shares of SpinCo Common Stock in connection with the Separation with respect

to Parent Common Stock held under the Parent 401(k) Plan, such shares will be deposited in the Parent 401(k) Plan, subject to such limitations (including the ability to dispose of such shares of SpinCo Common Stock in accordance with the terms of the Parent 401(k) Plan), or the removal of such fund, in each case, as determined solely by Parent or the applicable fiduciary of the Parent 401(k) Plan.  Following January 1, 2016, Parent Employees and Former Parent Employees shall not be permitted to acquire shares of SpinCo Common Stock fund under the Parent 401(k) Plan, except for the shares of SpinCo Common Stock acquired in connection with the Separation.

(c)          Parent and SpinCo shall assume sole responsibility for ensuring that their respective savings plans are maintained in compliance with applicable laws (including the fiduciary requirements under ERISA) with respect to holding shares of their respective common stock and common stock of the other Party.

3.2          Defined Benefit Plans .   (a)  On and after the Distribution Date, (i) Parent shall make payments under any Parent Benefit Plan that is a defined benefit pension plan subject to Title IV of ERISA, other than a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA, (each a “ Parent Pension Plan ”) to any SpinCo Employees who participated in any such Parent Pension Plan prior to the Distribution Date, other than any Union Hourly SpinCo Employee and (ii) Parent shall make payments under any Parent Pension Plan to any Parent Employee, Former Parent Employee or Former SpinCo Employee (for the avoidance of doubt, determined as of the Distribution Date), in each case, in accordance with the terms of the applicable Parent Pension Plan as in effect from time to time.

(b)           Establishment of SpinCo Pension Plan .  As of the Distribution Date, SpinCo shall have in effect a defined benefit pension plan that is intended to be qualified under Section 401(a) of the Code (the “ SpinCo Pension Plan ”) and a related trust that is intended to be exempt from tax under Section 501(a) of the Code (the “ SpinCo Pension Plan Trust ”).  The SpinCo Pension Plan shall be established and maintained for the benefit of all Union Hourly SpinCo Employees.  Without limiting the generality of Section 2.2 or Section 2.3 , as of the Effective Time, (i) each Union Hourly SpinCo Employee shall become a participant in the SpinCo Pension Plan and (ii) SpinCo shall assume all Liabilities and obligations of the Parent Entities for the benefits accrued by the Union Hourly SpinCo Employees in respect of service prior to the Effective Time under any benefit formula applicable to bargained hourly employees (such benefits, the “ Accrued Union Hourly DB Benefits ”) whether arising prior to, at or after the Effective Time; provided that, for the period between the Distribution Date and the Transfer Date (as defined below), Parent or any other applicable Parent Entity shall, to the extent permitted by applicable law, continue to make benefit payments to Union Hourly SpinCo Employees from the Parent Pension Plans in respect of benefit payments under the SpinCo Pension Plan.  The SpinCo Pension Plan and the SpinCo Pension Plan Trust (and any successors to such plan and/or trust) shall provide that (A) with respect to assets transferred to the SpinCo Pension Plan from the Parent Pension Plans in accordance with Section 3.2(c) , such assets shall be held by the SpinCo Pension Plan Trust for the exclusive benefit of the participants in the SpinCo Pension Plan, (B) the Accrued Union Hourly DB Benefits may not be decreased by amendment or otherwise and (C) at the time he or she otherwise would be eligible to receive a payment in respect of his or her Accrued Union Hourly DB Benefit, each Union Hourly SpinCo Employee shall have the right to elect to receive under the SpinCo Pension Plan his or her

Accrued Union Hourly DB Benefit in any form such Union Hourly SpinCo Employee would have been permitted to elect under the Parent Pension Plan.  

(c)           Transfer of Assets to SpinCo Pension Plan .  As soon as practicable following the Effective Time and subject to this Section 3.2(c) , Parent shall cause the trustee of the applicable Parent Pension Plans to transfer to the trustee of the SpinCo Pension Plan assets in respect of the Accrued Union Hourly DB Benefits equal to:  (i) the amount required to be transferred pursuant to Section 414(l) of the Code, Treasury Regulation Section 1.414(l)-1(n)(2) (unless the requirements of such section cannot be satisfied) and such other applicable law using the actuarial assumptions and methodology deemed reasonable by Parent in its sole discretion (for the avoidance of doubt, such actuarial assumptions and methodology need not include the safe harbor assumptions specified in Section 414(l) of the Code), subject to any requirements under such Section of the Code and ERISA (the “ Section 414(l) Amount ”); plus (ii) for the period between the Distribution Date and the date such assets are transferred (the “ Transfer Date ”), an interest increment on the Section 414(l) Amount at the rate equal to the yield on the three month US Treasury Bill rate as of the Distribution Date; less (iii) any benefit payments that are made from the Parent Pension Plans to the Union Hourly SpinCo Employees in respect of the Accrued Union Hourly DB Benefits for the period between the Distribution Date and the Transfer Date; less (iv) any costs or expenses incurred by Parent in respect of the Accrued Union Hourly DB Benefits for the period between the Distribution Date and the Transfer Date.  Notwithstanding the foregoing, no transfer shall be made until such time as Parent has been provided evidence reasonably satisfactory to Parent that SpinCo has submitted the Spinco Pension Plan to the Internal Revenue Service for a favorable determination letter; provided that, to the fullest extent permitted by law, SpinCo shall, and shall cause each of the other SpinCo Entities to, indemnify, defend and hold harmless the Parent Indemnitees, from and against any and all Liabilities of the Parent Indemnitees relating to, arising out of or resulting from, directly or indirectly, SpinCo not having received the applicable favorable determination letter.  For purposes of this Section 3.2(c) , the fair market value of the assets of the Parent Pension Plans shall be based on actual market values as of the Distribution Date. For the avoidance of doubt, Parent and the trustee of the applicable Parent Pension Plan shall retain all assets of the applicable Parent Pension Plan other than the assets described in the first sentence of this Section 3.2(c) .

(d)           Determination of Section 414(l) Amount; Disputes .  The Section 414(l) Amount shall be determined by an enrolled actuary designated by Parent, and Parent shall provide an actuary designated by SpinCo with information reasonably necessary to calculate the Section 414(l) Amount and to verify that such calculations have been performed in a manner consistent with Section 414(l) of the Code.  Within 14 days following receipt by SpinCo’s actuary of the calculation of the Section 414(l) Amount, SpinCo shall notify Parent in writing if there is a good faith dispute between Parent’s actuary and SpinCo’s actuary as to whether Parent’s calculation of the Section 414(l) Amount is in violation of applicable law or contains errors of a mathematical nature.  If SpinCo does not notify Parent of any such good faith dispute within such 14-day period, the determination of Parent’s actuary shall become conclusive, final and binding.  If any such dispute remains unresolved for 14 days following Parent’s receipt of such written notification from SpinCo (or within such longer period as Parent and SpinCo shall mutually agree), Parent and SpinCo shall (in writing) select and appoint a third actuary (the cost of which shall be borne equally by Parent and SpinCo), who shall make a final and binding

determination of the Section 414(l) Amount in accordance with applicable law.  Each of Parent and SpinCo shall be responsible for the cost of its own actuary.  Parent’s actuary shall be responsible for the required actuarial certification under Section 414(l) of the Code.

(e)           Filings .  Parent and SpinCo shall reasonably cooperate to make any and all filings and submissions to the appropriate governmental agencies and authorities required to be made by Parent or SpinCo in effectuating the provisions of this Section 3.2, including (i) IRS Forms 5310-A in respect of the transfers of assets, if applicable, and (ii) in the event that the transactions contemplated by the Separation and Distribution Agreement or any of the Ancillary Agreements constitute a “reportable event” (within the meaning of Section 4043 of ERISA) for which the 30-day notice has not been waived, timely notification of the Pension Benefit Guaranty Corporation and filing of all reports required in connection therewith.

ARTICLE IV
HEALTH AND WELFARE PLANS

4.1          U.S. Health and Welfare Plans

(a)           Establishment of SpinCo Health and Welfare Plans . Effective as of January 1, 2016, SpinCo has adopted U.S. Health and Welfare Plans for the benefit of SpinCo U.S. Employees, Former SpinCo U.S. Employees and their dependents and beneficiaries (the “ SpinCo U.S. Health and Welfare Plans ”), and SpinCo shall be responsible for all Liabilities relating to, arising out of or resulting from health and welfare coverage (including COBRA continuation coverage) from and after January 1, 2016 or claims incurred on or after January 1, 2016 by or on behalf of SpinCo U.S. Employees, Former SpinCo U.S. Employees or their covered dependents and beneficiaries under the SpinCo U.S. Health and Welfare Plans.

(b)           Flexible Benefit Plan . Effective as of January 1, 2016, SpinCo has established a flexible benefit plan for the benefit of SpinCo U.S. Employees.  

(c)           COBRA and HIPAA Compliance . Parent shall be responsible for administering compliance with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the Parent U.S. Health and Welfare Plans with respect to Parent Employees and Former Parent Employees and their covered dependents and beneficiaries who incur a COBRA qualifying event or loss of coverage under the Parent U.S. Health and Welfare Plans at any time before, on or after the Effective Time. Parent shall be responsible for administering compliance with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the Parent U.S. Health and Welfare Plans with respect to SpinCo Employees and their covered dependents and beneficiaries who incurred a COBRA qualifying event or loss of coverage under the Parent U.S. Health and Welfare Plans at any time prior to January 1, 2016. SpinCo or another SpinCo Entity shall be responsible for administering compliance with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the SpinCo U.S. Health and Welfare Plans with respect to SpinCo Employees and Former

SpinCo Employees and their covered dependents who incur a COBRA qualifying event or loss of coverage under the SpinCo U.S. Health and Welfare Plans on or after January 1, 2016. The Parties hereto agree that none of the transactions contemplated by the Separation and Distribution Agreement or any of the Ancillary Agreements, including this Agreement, shall constitute a COBRA qualifying event for any purpose of COBRA.  

(d)           Retiree Medical Benefits . Each SpinCo Employee and each former employee of the SpinCo Group (excluding any Parent Employee), and each of their respective dependents and beneficiaries, who participated in the Parent Retiree Medical Plan as of January 1, 2016 (the “ Retiree Medical Beneficiaries ”) may continue to participate in the Parent Retiree Medical Plan during the period commencing on January 1, 2016 and ending on December 31, 2016 on the same general terms and conditions as similarly situated Parent Employees and former employees of the Parent Group (and their respective dependents and beneficiaries) for so long as such individual satisfies the applicable eligibility criteria (with, in the case of SpinCo Employees, employment with any SpinCo Entity being treated as employment with Parent).  Beginning on the Distribution Date, as promptly as practicable following the end of each calendar month, Parent shall deliver to SpinCo a summary (the “ Retiree Medical Invoice ”) that sets forth the following amounts for the applicable calendar month (or, in the case of the first Retiree Medical Invoice delivered to SpinCo, since January 1, 2016):  (i) the aggregate amounts paid by the Parent Group for welfare benefit claims in respect of the Retiree Medical Beneficiaries under the Parent Retiree Medical Plan, to the extent not fully covered by insurance (if applicable); (ii) the aggregate premiums paid by the Parent Group to third-party insurance providers in respect of coverage of the Retiree Medical Beneficiaries; and (iii) the aggregate administrative costs and any legal fees incurred by the Parent Group in respect of participation by the Retiree Medical Beneficiaries in the Parent Retiree Medical Plan.  Within ten (10) days following SpinCo’s receipt of each Retiree Medical Invoice, SpinCo shall make a cash payment to Parent in an amount equal to the aggregate amount set forth on such Retiree Medical Invoice (in the case of the first Retiree Medical Invoice delivered to SpinCo, reduced by any amounts previously paid by SpinCo in respect thereof prior to the Distribution Date).  Notwithstanding anything in Section 7.5 to the contrary, Parent’s obligation to permit the participation provided for in this Section 4.1(d) shall be subject to any necessary consents of any third-party vendors and insurance carriers in respect of the Parent Retiree Medical Plan.  In order to implement the provisions of this Section 4.1(d) , Parent and SpinCo shall reasonably cooperate in the exchange of information, notification to Retiree Medical Beneficiaries and in the preparation of any documentation required to be filed with appropriate governmental agencies or authorities, except as prohibited by applicable law.

(e)           Retiree Medical Indemnification .  Notwithstanding anything in the Separation and Distribution Agreement or any of the Ancillary Agreements, including this Agreement, to the contrary, to the fullest extent permitted by law, SpinCo shall, and shall cause each of the other SpinCo Entities to, indemnify, defend and hold harmless the Parent Indemnitees, from and against any and all Liabilities of the Parent Indemnitees relating to, arising out of or resulting from, directly or indirectly, any suit or other claim by any Retiree Medical Beneficiary, SpinCo Employee or Former SpinCo Employee related to (i) participation in the Parent Retiree Medical Plan or (ii) the termination of post-employment health insurance benefits under the Parent Retiree Medical Plan; provided , however , that this indemnity shall not

apply to any such Liabilities resulting from the willful misconduct of Parent or any other member of the Parent Group.

(f)            Retiree Life Insurance .  As of the Distribution Date, SpinCo shall have in effect a life insurance plan (the “ SpinCo Life Insurance Plan ”).  The SpinCo Life Insurance Plan shall be established and maintained for the benefit of all SpinCo Employees and former employees of the SpinCo Group (excluding any Parent Employees) who participate in the Parent Retiree Life Insurance Plan as of the Effective Time (“ Retiree Life Participants ”).  Without limiting the generality of Section 2.2 or Section 2.3 , as of the Effective Time, (i) each Retiree Life Participant shall become a participant in the SpinCo Life Insurance Plan and (ii) SpinCo shall assume all Liabilities and obligations of the Parent Entities in respect of the Retiree Life Participants under the Parent Retiree Life Insurance Plan.  

4.2          Non-U.S. Health and Welfare Plans . Effective as of the Distribution Date, SpinCo shall adopt Non-U.S. Health and Welfare Plans for the benefit of SpinCo Non-U.S. Employees, Former SpinCo Non-U.S. Employees and their dependents and beneficiaries (the “ SpinCo Non-U.S. Health and Welfare Plans ”), and SpinCo shall be responsible for all Liabilities relating to, arising out of or resulting from health and welfare coverage from and after the Distribution Date or claims incurred on or after the Distribution Date by or on behalf of SpinCo Non-U.S. Employees, Former SpinCo Non-U.S. Employees or their covered dependents and beneficiaries under the SpinCo Non-U.S. Health and Welfare Plans.    

4.3          Retention of Sponsorship and Liabilities .

(a)          Following December 31, 2015, the Parent Entities shall retain:

(i)          sponsorship of all Parent U.S. Health and Welfare Plans and any trust or other funding arrangement established or maintained with respect to such plans, including any assets held as of December 31, 2015 with respect to such plans; and

(ii)         all Liabilities under the Parent U.S. Health and Welfare Plans, except as set forth in Section 4.1(d) ,   Section 4.1(e) or Section 4.1(f) .

(b)          Following the Distribution Date, the Parent Entities shall retain:

(i)          sponsorship of all Non-U.S. Health and Welfare Plans sponsored by any Parent Entity, other than a SpinCo Non-U.S. Health and Welfare Plan (the “ Parent Non-U.S. Health and Welfare Plans ”) and any trust or other funding arrangement established or maintained with respect to such plans, including any assets held as of the Distribution Date with respect to such plans; and

(ii)         all Liabilities under the Parent Non-U.S. Health and Welfare Plans, except as set forth in Section 4.1(d) ,   Section 4.1(e) or Section 4.1(f) .

Parent shall not assume any Liability under any SpinCo U.S. Health and Welfare Plan or any SpinCo Non-U.S. Health and Welfare Plan, and all such claims shall be satisfied pursuant to Section 4.1(a) and Section 4.2 .

4.4          Workers’ Compensation Liabilities . The Parent Entities shall retain all workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by a Parent Employee or Former Parent Employee and SpinCo Entities shall retain all workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by a SpinCo Employee or Former SpinCo Employee. Parent and SpinCo shall cooperate with respect to any notification to appropriate governmental agencies or authorities of the effective time of, and the issuance of new, or the transfer of existing, workers’ compensation insurance policies and claims handling contracts. In the event that any claims arising prior to the Effective Time are part of a Parent Entity self-insurance program that cannot by statute be transferred to the SpinCo Entities, SpinCo will arrange for a separate administration agreement of such claims and/or will arrange for financial payment of or reimbursement for any claim and expense payments made on such claims made on its behalf by the Parent Entities.  SpinCo shall promptly provide any and all data required by the Parent Entities for filing of any self-insurance reports and shall promptly pay any and all fees and assessments as they become due from any governing state self-insurance agency.  SpinCo shall also pay its proportionate share of any collateral required (including associated collateral fees) for any self-insured workers’ compensation Liabilities.

4.5          Payroll Taxes and Reporting of Compensation . Parent and SpinCo shall, and shall cause the other Parent Entities and the other SpinCo Entities to, respectively, take such action as may be reasonably necessary or appropriate in order to minimize Liabilities related to payroll taxes after the Distribution Date.   Subject to Sections 5.3(e) and 5.3(f) , Parent and SpinCo shall, and shall cause the other Parent Entities and the other SpinCo Entities to, respectively, each bear its responsibility for payroll tax obligations and for the proper reporting to the appropriate governmental agencies or authorities of compensation earned by their respective employees after the Effective Time, including compensation related to the Parent Executive DC Plans, the SpinCo Executive DC Plans, the exercise of Options or SARs or the vesting and/or settlement of any RSUs, DSUs or Restricted Shares.

ARTICLE V
EXECUTIVE BENEFITS AND OTHER BENEFITS

5.1          Assumption of Executive Benefit Plan Obligations . Except as expressly provided in this Agreement, effective as of the Effective Time, the SpinCo Entities shall assume and be solely responsible for all Liabilities to or relating to SpinCo Employees and Former SpinCo Employees under all Parent Executive DB Plans (the “ SpinCo Executive DB Obligations ”) and SpinCo Executive Benefit Plans.  After the Effective Time, the Parent Entities shall provide the SpinCo Entities with all information, data and administrative support that is reasonably necessary for SpinCo to properly fully satisfy the SpinCo Executive DB Obligations in accordance with the terms of the Parent Executive DB Plans; provided that, to the fullest extent permitted by law, SpinCo shall, and shall cause each of the other SpinCo Entities to, indemnify, defend and hold harmless the Parent Indemnitees, from and against any and all Liabilities of the Parent Indemnitees relating to, arising out of or resulting from, directly or indirectly, the SpinCo Executive DB Obligations, including such provision of information, data and administrative support.

5.2          Short-Term Incentive Awards .

(a)           SpinCo Bonus Awards .

(i)          SpinCo shall assume all Liabilities with respect to any bonus or other short-term incentive awards payable under any Benefit Plan or Benefit Agreement (other than any equity-based awards described in Section 5.3 ) to any SpinCo Employee or Former SpinCo Employee on or after January 1, 2016 (the “ SpinCo Bonus Payments ”).  SpinCo shall be responsible for determining the amounts of all SpinCo Bonus Payments that have not be determined prior to the Effective Time, including the extent to which established performance criteria (as interpreted by SpinCo, in its sole discretion) have been met, and shall pay all SpinCo Bonus Payments no later than the times provided for under the applicable Benefit Plan or Benefit Agreement.  For the avoidance of doubt, any determinations made prior to the Effective Time regarding the amounts of any SpinCo Bonus Payments shall be subject to Parent’s approval.

(ii)         If any SpinCo Employee (determined as of January 1, 2016) received a bonus or other short-term incentive award cash payment from Parent in respect of the period beginning on July 1, 2015 and ending on September 30, 2015 and has remained continuously employed by the Parent Entities or the SpinCo Entities through January 1, 2016, then SpinCo shall provide such SpinCo Employee with one or more bonus or other short-term incentive award cash payments in respect of the period beginning on October 1, 2015 and ending on December 31, 2015 in amounts that shall be determined by SpinCo in its reasonable discretion.

(b)           Parent Bonus Awards . Parent shall retain all Liabilities with respect to any bonus or other short-term incentive awards payable under any Benefit Plan or Benefit Agreement (other than equity-based awards described in Section 5.3 ) to Parent Employees for the fiscal year of Parent in which the Effective Time occurs and thereafter.

5.3          Parent Equity and Long-Term Incentive Awards . Parent and SpinCo shall use commercially reasonable efforts to take all actions necessary or appropriate so that each outstanding Parent Option, Parent SAR, Parent RSU, Parent Restricted Share, Parent Cash LTI Award and any other award (including cash awards) granted under the Parent Long-Term Incentive Plans held by any individual, in each case, as of the Effective Time, shall be treated as set forth in this Section 5.3 .  

(a)           Parent Options and Parent SARs .  As determined by the Compensation Committee of the Parent Board of Directors (the “ Committee ”) pursuant to its authority under the applicable Parent Long-Term Incentive Plan, each Parent Option and each Parent SAR, whether vested or unvested, shall be subject to the same terms and conditions after the Effective Time as were applicable to such Parent Option or Parent SAR immediately prior to the Effective Time; provided , however , that from and after the Effective Time:

(i)          the number of shares of Parent Common Stock subject to such Parent Option or Parent SAR shall be equal to the product, rounded down to the nearest whole share, obtained by multiplying (A) the number of shares of Parent Common Stock subject to such Parent Option or Parent SAR immediately prior to the Effective Time by (B) the Parent Ratio,

(ii)         the per share exercise or base price of such Parent Option or Parent SAR shall be equal to the quotient, rounded up to the nearest whole cent, obtained by dividing (A) the per share exercise or base price of such Parent Option or Parent SAR immediately prior to the Effective Time by (B) the Parent Ratio and

(iii)        any portion of such Parent Option or Parent SAR that is unvested immediately prior to the Effective Time and that is held by a SpinCo Employee shall vest in full on the Effective Time.

(b)           Parent RSUs and Parent DSUs . As determined by the Committee pursuant to its authority under the applicable Parent Long-Term Incentive Plan, each Parent RSU and each Parent DSU awarded in respect of service as a Parent director shall be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to such Parent RSUs or Parent DSUs immediately prior to the Effective Time; provided , however , that from and after the Effective Time:

(i)          the number of Parent RSUs or Parent DSUs shall be equal to the product, rounded to the nearest whole share, obtained by multiplying (A) the number of Parent RSUs or Parent DSUs immediately prior to the Effective Time by (B) the Parent Ratio,

(ii)         Parent RSUs that (A) were granted prior to 2015, (B) are unvested immediately prior to the Effective Time and (C) are held by a SpinCo Employee shall vest in full on the Effective Time and shall be settled in accordance with their terms, and

(iii)        a pro-rata portion of the Parent RSUs that (A) were granted in 2015, (B) are unvested immediately prior to the Effective Time and (C) are held by a SpinCo Employee shall vest on the Effective Time and shall be settled in accordance with their terms such that the ratio of (x) the total number of shares of Parent Common Stock covered by such Parent RSUs that have vested after giving effect to this provision to (y) the total number of shares of Parent Common Stock covered by such Parent RSUs shall equal the ratio of (I) the number of full months that have elapsed from January 1, 2015 through the date on which the Effective Time occurs to (II) thirty-six (36), and the balance of such Parent RSUs shall be forfeited; provided that performance with respect to any Parent RSUs subject to performance criteria shall be deemed satisfied at the target performance level.

(c)           Parent Restricted Shares . Notwithstanding anything in the Separation and Distribution Agreement to the contrary, as determined by the Committee pursuant to its authority under the applicable Parent Long-Term Incentive Plan, the holder of each Parent Restricted Share shall be entitled to receive a number of SpinCo Restricted Shares determined in the same manner as the number of shares of SpinCo Common Stock to be received by the holder of each share of Parent Common Stock upon the Distribution, which SpinCo Restricted Shares shall be subject to the same terms and conditions after the Effective Time as were applicable to the Parent Restricted Shares to which they relate.  For the avoidance of doubt, no Parent Restricted Share shall receive any shares of SpinCo Common Stock that are not SpinCo Restricted Shares in connection with the Distribution.

(d)           Cash LTI Awards .  As determined by the Committee pursuant to its authority under the Parent Long-Term Incentive Plans, the Cash LTI Awards held by a SpinCo Employee shall be assumed by the SpinCo Long-Term Incentive Plan, which shall be considered a successor to the applicable Parent Long-Term Incentive Plans with respect to such Cash LTI Awards, and shall otherwise be subject to the same terms and conditions after the Effective Time as were applicable to such Cash LTI Award immediately prior to the Effective Time.  The SpinCo Entities shall be solely responsible for all Liabilities in connection with any payments pursuant to such assumed Cash LTI Awards.

(e)           Reimbursement Awards .  Following the Effective Time, Parent may, from time to time, deliver to SpinCo a summary (a “ Reimbursement Invoice ”) of all Reimbursement Events that have occurred on or after the date of the previous Reimbursement Invoice or, in the case of the first Reimbursement Invoice delivered to SpinCo, the Effective Time.  Such Reimbursement Invoice shall also provide Parent’s determination of the amounts that are due in respect of such Reimbursement Events under this Section 5.3(e) , as described below.  Within ten (10) days following the delivery of such Reimbursement Invoice, SpinCo shall make a cash payment to Parent equal to the aggregate value of all Reimbursement Awards settled or exercised, in whole or in part, in connection with the Reimbursement Events identified in such Reimbursement Invoice, as determined in accordance with this Section 5.3(e) , plus the amount of any employer-paid employment and payroll taxes paid by any Parent Entity related to such Reimbursement Events.  With respect to each Reimbursement Award that is an RSU, Restricted Share or similar full-value share-based equity award, the value for purposes of this Section 5.3(e) shall be equal to the number of shares of Parent Common Stock with respect to which such award is settled, multiplied by the closing per share price of Parent Common Stock on the day of settlement of such award.  With respect to each Reimbursement Award that is an Option or SAR, the value for purposes of this Section 5.3(e) shall be equal to (A) the number of shares of Parent Common Stock with respect to which such award was exercised, multiplied by (B) the closing per share price of Parent Common Stock on the day of such exercise minus the exercise price or base price, as applicable, of such award.  The Parties shall reasonably cooperate with respect to the exchange of any other information necessary to satisfy their obligations under this Section 5.3(e) .

(f)           Foreign Grants/Awards . To the extent that any of the Parent Options, Parent SARs, Parent RSUs or Parent Restricted Shares are held by non-U.S. employees, Parent and SpinCo shall use their commercially reasonable efforts to preserve, at and after the Effective Time, the value and tax treatment accorded to such Parent Options, Parent SARs, Parent RSUs or Parent Restricted Shares; provided that, SpinCo shall, and shall cause each of the other SpinCo Entities to, indemnify, defend and hold harmless the Parent Indemnitees, from and against any and all Liabilities of the Parent Indemnitees relating to, arising out of or resulting from, directly or indirectly, any such efforts by Parent in respect of any Reimbursement Award.

(g)           Miscellaneous Equity Award Terms . After the Distribution Date, Parent Options, Parent SARs, Parent RSUs, Parent DSUs, and Parent Restricted Shares, regardless of by whom held, shall be settled by Parent pursuant to the terms of the Parent Long-Term Incentive Plans, and SpinCo Options, SpinCo SARs, SpinCo RSUs, and SpinCo Restricted Shares, regardless of by whom held, shall be settled by SpinCo pursuant to the terms of the SpinCo Long-Term Incentive Plan.  Accordingly, it is intended that, to the extent of the issuance of such

SpinCo Restricted Shares in connection with the adjustment provisions of this Section 5.3 , the SpinCo Long-Term Incentive Plan shall be considered a successor to the applicable Parent Long-Term Incentive Plan.  With respect to equity awards adjusted pursuant to this Section 5.3 , employment with any SpinCo Entity shall be treated as employment with Parent with respect to Parent equity awards held by SpinCo Employees and employment with any Parent Entity shall be treated as employment with SpinCo with respect to SpinCo equity awards held by Parent Employees.  The Parties will reasonably cooperate following the Effective Time so that the value, as determined by Parent in its sole discretion, of any tax benefit actually realized by any Party in connection with the vesting, settlement or exercise of any Reimbursement Award will be transferred to the Party that would have been entitled to such tax benefit if such Reimbursement Award had converted into a SpinCo award.

(h)           Waiting Period for Exercisability of Options and SARs and Settlement of RSUs and DSUs . Parent Options and Parent SARs that are covered by this Section 5.3 shall not be exercisable during a period beginning on a date prior to the Distribution Date determined by Parent in its sole discretion, and continuing until the Parent Post-Separation Stock Value is determined after the Effective Time, or such longer period as Parent determines necessary to implement the provisions of this Section 5.3 . Parent RSUs and Parent DSUs that are covered by this Section 5.3 shall not be settled during a period beginning on a date prior to the Distribution Date determined by Parent in its sole discretion, and continuing until the Parent Post-Separation Stock Value is determined after the Effective Time, or such longer period as Parent determines necessary to implement the provisions of this Section 5.3 .

(i)            MWV LTI Indemnification .  Notwithstanding anything in the Separation and Distribution Agreement or any of the Ancillary Agreements, including this Agreement, to the contrary and in addition to the indemnifications set forth in Section 5.3(e) and Section 5.3(f) , to the fullest extent permitted by law, SpinCo shall, and shall cause each of the other SpinCo Entities to, indemnify, defend and hold harmless the Parent Indemnitees, from and against any and all Liabilities of the Parent Indemnitees relating to, arising out of or resulting from, directly or indirectly, any suit or other claim relating to any awards granted under the MeadWestvaco Long-Term Incentive Plans to any SpinCo Employee (determined as of the Effective Time) (other than any Reimbursement Awards).    

5.4          Employment Agreements . Any employment agreement between Parent and a SpinCo Employee shall, effective as of January 1, 2016, be assigned by Parent to SpinCo and assumed by SpinCo.

5.5          Parent Executive DC Plans .

(a)          Parent shall retain, or cause another of the Parent Entities to retain, all assets and all Liabilities arising out of or relating to the Parent Executive DC Plans related to (i) any Parent Employee or Former Parent Employee or (ii) any SpinCo Employee or Former SpinCo Employee in connection with his or her service prior to December 31, 2015, including the obligation to make all payments or distributions in respect of such Liabilities in accordance with the terms of the applicable Parent Executive DC Plan. The Parties hereto agree that none of the transactions contemplated by the Separation and Distribution Agreement or any of the Ancillary Agreements, including this Agreement, will trigger a payment or distribution of

compensation under the Parent Executive DC Plans to any SpinCo Employee or Former SpinCo Employee and, consequently, that the payment or distribution of any compensation to which any SpinCo Employee or Former SpinCo Employee is entitled under the Parent Executive DC Plans will occur upon the time provided for under the applicable Parent Executive DC Plan and such SpinCo Employee’s or Former SpinCo Employee’s deferral election.

(b)          On or as soon as practicable following January 1, 2016, SpinCo shall, in respect of each Parent Executive DC Plan in which any SpinCo Employee participates, establish a nonqualified deferred compensation plan (a “ SpinCo Executive DC Plan ”) for the benefit of such participating SpinCo Employees (the date such plan is established, a “ SpinCo NQDC Plan Date ”).  For the avoidance of doubt, from and after December 31, 2015, all participating SpinCo Employees shall cease participation in the applicable Parent Executive DC Plan, and on the applicable SpinCo NQDC Plan Date shall begin to accrue benefits, if any, under the applicable SpinCo Executive DC Plan in accordance with the terms of such SpinCo Executive DC Plan, and the Parent Entities shall have no Liabilities or obligations with respect to the SpinCo Executive DC Plans.  

5.6          Severance . The Parties hereto agree that none of the transactions contemplated by the Separation and Distribution Agreement or any of the Ancillary Agreements, including this Agreement, shall result in any SpinCo Employee or Former SpinCo Employee being deemed to have incurred a termination of employment or being eligible to receive severance benefits. The SpinCo Entities shall be solely responsible for all Liabilities arising out of any payments and benefits relating to the termination or alleged termination of the employment of any SpinCo Employee or Former SpinCo Employee (in each case, determined as of January 1, 2016), including for purposes of the MeadWestvaco Corporation Change of Control Severance Pay Plan for Salaried and Non-Union Hourly Employees, other than with respect to the portion of any such payments or benefits to SpinCo Employees or Former SpinCo Employees who terminate employment prior to the Effective Time that Parent has agreed, in its sole discretion, to provide to such employees as a payment from, or benefit under, a Parent Pension Plan.  For the avoidance of doubt, such Liabilities shall include any employer-paid portion of any employment and payroll taxes (including social security or similar contributions) related thereto.

ARTICLE VI
Labor Matters

6.1          Works Councils; Employee Notices .  Prior to the Effective Time, (a) SpinCo shall, and shall cause the other SpinCo Entities, to satisfy all legally required obligations of the SpinCo Entities and (b) Parent shall, and shall cause the other Parent Entities, to satisfy all legally required obligations of the Parent Entities, in each case, relating to (i) notification and consultation with works councils, labor unions and other employee representatives, (ii) completion of all regulatory filings relating to SpinCo Employees and Former SpinCo Employees, (iii) notification of SpinCo Employees, and Former SpinCo Employees, (iv) obtaining any required consents from any SpinCo Employees and Former SpinCo Employees and (v) taking such other actions with respect to the SpinCo Employees and Former SpinCo Employees as may be required by applicable law, in each case, as may be necessary in order to consummate the transactions contemplated by the Separation and Distribution Agreement or any of the Ancillary Agreements, including this Agreement. Each of the Parties

hereto shall indemnify, defend and hold harmless the other Party hereto from and against any and all Liabilities relating to, arising out of or resulting from the failure of any of the indemnifying Party to satisfy its obligations pursuant to this Section 6.1 .

6.2          Collective Bargaining Agreements . As of the Effective Time, SpinCo shall, and shall cause the other SpinCo Entities as appropriate to, adopt and assume any collective bargaining, works council or other labor union contract or labor arrangement (collectively, “ Collective Bargaining Agreements ”) covering any of the SpinCo Employees immediately prior to the Effective Time and recognize the works councils, labor unions and other employee representatives that are party to such Collective Bargaining Agreements; provided that, any compensation or benefits that were, prior to the Effective Time, provided to SpinCo Employees under the Collective Bargaining Agreements through the Parent Benefit Plans shall, from and after the Effective Time, be provided through the SpinCo Benefit Plans as set forth in this Agreement.

6.3          Reinstatements .  Subject to applicable laws and Collective Bargaining Agreements, in the event that any individual who is a former employee of the SpinCo Group (regardless of whether such employee is a Former SpinCo Employee or a Former Parent Employee) is awarded reinstatement to employment with the Parent Entities under any applicable law or Collective Bargaining Agreement, including any Collective Bargaining Agreement dispute resolution procedure, within five days of receiving notification of such reinstatement from Parent, SpinCo, or one of the other SpinCo Entities, shall offer such former employee of the SpinCo Group employment with SpinCo or one of the other SpinCo Entities on substantially identical terms and conditions as required pursuant to the terms of the award of reinstatement, and the Parties shall otherwise reasonably cooperate in order to transfer (a) the employment of such former employee of the SpinCo Group and (b) all Liabilities related to such former employee of the SpinCo Group that would have become liabilities of the SpinCo Group under this Agreement if such former employee had been a SpinCo Employee immediately prior to the Effective Time (including, for the avoidance of doubt, the portion of any backpay awarded to such former employee of the SpinCo Group in respect of the period beginning on the Distribution Date) to SpinCo or one of the other SpinCo Entities, including taking all reasonable actions to ensure that such former employee of the SpinCo Group accepts such offer of employment.  

ARTICLE VII
GENERAL AND ADMINISTRATIVE

7.1          Sharing of Participant Information . Subject to applicable laws, Parent and SpinCo shall share, and Parent shall cause each other Parent Entity to share, and SpinCo shall cause each other SpinCo Entity to share with each other and their respective agents and vendors (without obtaining releases) all participant information necessary for the efficient and accurate administration of each of the SpinCo Benefit Plans and the Parent Benefit Plans. Parent and SpinCo and their respective authorized agents shall, subject to applicable laws, be given reasonable and timely access to, and may make copies of, all information relating to the subjects of this Agreement in the custody of the other Party, to the extent necessary for such administration. Until the Effective Time, all participant information shall be provided in the manner and medium applicable to Participating Companies in Parent Benefit Plans generally.

7.2          Reasonable Efforts/Cooperation . Each of the Parties hereto will use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. Each of the Parties hereto shall cooperate fully on any issue relating to the transactions contemplated by this Agreement, including, but not limited to, those for which the other Party seeks a determination letter or private letter ruling from the Internal Revenue Service, an advisory opinion from the Department of Labor or any other filing (including, but not limited to, securities filings (remedial or otherwise)), consent or approval with respect to or by a governmental agency or authority in any jurisdiction in the U.S. or abroad.  Without limiting the generality of the preceding sentence, the Parties shall cooperate in connection with any (a) audits of (i) any Benefit Plan with respect to which such Party may have relevant information or (ii) their respective payroll services in connection with the services provided by one Party to the other Party and (b) any terminations of the employment of any Parent Employee or any SpinCo Employee to the extent necessary to administer any Benefit Plans and Benefit Agreements of the Parties, including the Parent Executive DC Plans and the SpinCo Executive DC Plans and any equity-awards held by Parent Employees and SpinCo Employees.

7.3          No Third-Party Beneficiaries . This Agreement is solely for the benefit of the Parties hereto and is not intended to confer upon any other Persons any rights or remedies hereunder. Except as expressly provided in this Agreement, nothing in this Agreement shall preclude Parent or any other Parent Entity, at any time after the Effective Time, from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect any Parent Benefit Plan or Benefit Agreement, any benefit under any Parent Benefit Plan or Benefit Agreement or any trust, insurance policy or funding vehicle related to any Parent Benefit Plan or Benefit Agreement.  Except as expressly provided in this Agreement, nothing in this Agreement shall preclude SpinCo or any other SpinCo Entity, at any time after the Effective Time, from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect any SpinCo Benefit Plan or Benefit Agreement, any benefit under any SpinCo Benefit Plan or Benefit Agreement or any trust, insurance policy or funding vehicle related to any SpinCo Benefit Plan or Benefit Agreement.

7.4          Fiduciary Matters . It is acknowledged that actions required to be taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable law, and no Party shall be deemed to be in violation of this Agreement if it fails to comply with any provisions hereof based upon its good faith determination that to do so would violate such a fiduciary duty or standard. Except as provided in Section 4.1(e) , each Party shall be responsible for taking such actions as are deemed necessary and appropriate to comply with its own fiduciary responsibilities and shall fully release and indemnify the other Party for any Liabilities caused by the failure to satisfy any such responsibility.

7.5          Consent of Third Parties . If any provision of this Agreement is dependent on the consent of any third party (such as a vendor) and such consent is withheld, the Parties hereto shall use commercially reasonable efforts to implement the applicable provisions of this Agreement to the full extent practicable. If any provision of this Agreement cannot be implemented due to the failure of such third party to consent, the Parties hereto shall negotiate in good faith to implement the provision in a mutually satisfactory manner. The phrase

“commercially reasonable efforts” as used herein shall not be construed to require any Party to incur any unreasonable expense or Liability or to waive any right.

ARTICLE VIII
MISCELLANEOUS

8.1          Effect If Effective Time Does Not Occur . If the Separation and Distribution Agreement is terminated in accordance with its terms prior to the Effective Time, then this Agreement shall terminate and all actions and events that are, under this Agreement, to be taken or occur effective immediately prior to or as of the Effective Time, or immediately after the Effective Time, or otherwise in connection with the Separation, shall not be taken or occur except to the extent specifically agreed by Parent and SpinCo.

8.2          Relationship of Parties . Nothing in this Agreement shall be deemed or construed by the Parties or any third party as creating the relationship of principal and agent, partnership or joint venture between the Parties, it being understood and agreed that no provision contained herein, and no act of the Parties, shall be deemed to create any relationship between the Parties other than the relationship set forth herein.

8.3          Affiliates . Each of Parent and SpinCo shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by another Parent Entity or another SpinCo Entity, respectively.

8.4          Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed given to a Party when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b) sent by facsimile with confirmation of transmission by the transmitting equipment; or (c) received or rejected by the addressee, if sent by certified mail, return receipt requested, in each case to the following addresses and facsimile numbers and marked to the attention of the person (by name or title) designated below (or to such other address, facsimile number or person as a Party may designate by notice to the other Parties):

(a)          if to Parent:

WestRock Company
504 Thrasher Street
Norcross, GA 30071
Attention:  General Counsel

(b)         if to SpinCo:

Ingevity Corporation
5255 Virginia Avenue
North Charleston, SC 29406
Attention:  General Counsel

8.5          Incorporation of Separation and Distribution Agreement Provisions . The following provisions of the Separation and Distribution Agreement are hereby incorporated

herein by reference, and unless otherwise expressly specified herein, such provisions shall apply as if fully set forth herein mutatis mutandis, and modified to the extent necessary to comply with applicable laws (references in this Section 8.5 to an “Article” or “Section” shall mean Articles or Sections of the Separation and Distribution Agreement, and references in the material incorporated herein by reference shall be references to the Separation and Distribution Agreement):  Article IV (relating to Mutual Releases; Indemnification); Article VI (relating to Exchange of Information; Confidentiality); Article VII (relating to Dispute Resolution); Article VIII (relating to Further Assurances); Article IX (relating to Termination); and Article X (relating to Miscellaneous).

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Parties have caused this Employee Matters Agreement to be duly executed as of the day and year first above written.

[SIGNATURE PAGE TO EMPLOYEE MATTERS AGREEMENT]

Exhibit 10.6

CRUDE TALL OIL AND BLACK LIQUOR SOAP SKIMMINGS AGREEMENT

THIS CRUDE TALL OIL AND BLACK LIQUOR SOAP SKIMMINGS AGREEMENT (this “ Agreement ”) is made and entered into on ___________, 2016, (“ Effective Date ”), by and between WestRock Shared Services, LLC and WestRock MWV, LLC, on behalf of the affiliates of WestRock Company (“ Seller ”), and Ingevity Corporation, a Delaware corporation (“ Buyer ”). Buyer and Seller may each be referred to as a “ Party ” and collectively as the “ Parties .”

WHEREAS, Seller produces black liquor soap skimmings (“ BLSS ”) and crude tall oil (“ CTO ”, together with BLSS, each as further described on Exhibit A , the “ Products ”) at certain of its mills; and

WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, Seller’s entire production of the Products at such mills;

NOW, THEREFORE, in consideration of the covenants and agreements herein contained, and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, and subject to terms, provisions and conditions set forth herein, the Parties hereto agree as follows:

Seller agrees to sell to Buyer, and Buyer agrees to purchase and receive from Seller, except as otherwise set forth herein, one hundred percent (100%) of the output of BLSS and CTO produced and originating at Seller’s Mills (as defined in Section 1(B)), upon the terms and conditions set forth herein:

(ii) Buyer shall use commercially reasonable efforts to assist Seller to identify areas to maintain and/or improve the recovery and quality of the Products produced at the Mills in order to assist Seller in its efforts to produce the Products. Buyer’s duties relative to technical service efforts with respect to Product recovery and quality shall include, but not be limited to: (a) regular visits to Mill sites to perform analysis of current state of quality and recovery, (b) sample collection and subsequent testing of physical properties of the Products, (c) the preparation of quality reports to be distributed to each Mill at a minimum of once per calendar quarter, and (d) other activities that the Parties may mutually deem to be reasonably necessary to support the ongoing production and quality of the Products.

SC; Panama City, FL; Hopewell, VA; Demopolis, AL; Phenix City, AL, Evadale TX, and Tres Barras, Santa Cantarina Brazil, and any New Mills whose Products are added by Seller pursuant to section 6 (A) below (each, a “ Mill ” and collectively, the “ Mills ”). In the event Seller sells or otherwise transfers any Mill or ceases production of Products at any Mill, or removes any Mill from this Agreement as set forth herein, the remaining above-named Mills and any New Mills shall be deemed the Mills for purposes of this Agreement.

i.          Quality parameters are set on an individual Mill basis. References below to “Moisture Content,” “Acid Number,” “Hexane Insolubles,” “Soap Number,” “Anthraquinone,” “Fiber in Soap,” and “Black Liquor,” are references to such terms associated with various Specifications as further described in Exhibit B . In the event that the WQA CTO or BLSS quality of any particular Mill (i) does not meet or exceed the minimum Specifications set forth on Exhibit B, or (ii) exceeds any of the maximum Specifications set forth on Exhibit B , as applicable, for particular shipments or tonnage of Products (“ Below Standard Products ”) then Seller will provide a credit memo to Buyer for use within thirty (30) days against applicable invoices from Seller (or, if this Agreement has terminated, will reimburse Buyer), as follows:

a.      Moisture Content of CTO. Seller will provide a credit for excess moisture included with CTO sold to Buyer during such calendar quarter as follows: The credit shall be based on the amount that the WQA is above the Specification maximum limit for each specific Mill. For example, if a specific Mill sells 1,000 tons that had a CTO Moisture Content WQA of thirteen percent (13%) and a moisture Specification of two percent (2%), then Seller will provide a Below Standard Product credit equal to (13% - 2%) * 1000 = 110 tons multiplied by the then-current Purchase Price of CTO as described in Exhibits C and E hereto.

b.      Acid Number for CTO and BLSS . Seller will provide a credit for the tons of Below Standard Products sold to Buyer during such calendar quarter based on the amount that the Mill specific WQA is below the applicable Acid Number minimum Specification on Exhibit B . The following calculation will apply: (Mill WQA Acid Number - Mill Acid Number Specification) divided by the Mill Acid Number Specification multiplied by the then-current CTO or BLSS Purchase Price, as applicable, multiplied by the tons delivered during the calendar quarter from the Mill = allowed $ credit. For example, if the Hopewell, VA Mill sells 1,000 tons of CTO at a Purchase Price of $300 with a

WQA Acid Number of 160, the credit would be ((165-160)/165)* $300 * 1,000 = $9,091.

c.      Hexane Insolubles in CTO or BLSS . Seller will provide a credit equal to eight percent (8%) of the Purchase Price for the tons of Below Standard Product sold to Buyer during such calendar quarter by the specific Mill if the WQA of Hexane Insolubles exceeds the Specification for such Mill. Such credit, if payable, shall be limited to a maximum of thirty dollars ($30.00) per ton during the January 1, 2016 to December 31, 2020 period.  For each five (5) year period beginning on January 1, 2021, Buyer will calculate a new maximum per ton credit based on the average maximum credit for Hexane Insolubles agreed to by Buyer with its third party vendors in advance of such applicable time period. If no such market average credit can be established based on Buyer’s third party vendors, then the maximum credit will be eight percent (8%) of the Purchase Price for the tons of Product sold to Buyer during such calendar quarter by the specific Mill.

d.      Soap Number of CTO - Seller will provide a credit equal to eight percent (8%) of the Purchase Price for the tons of Below Standard Product sold to Buyer during such calendar quarter by the specific Mill if the WQA of the Soap Number exceeds the Specification for that Mill. Such credit, if payable, shall be limited to a maximum of thirty dollars ($30.00) per ton during the January 1, 2016 to December 31, 2020 period.  For each five (5) year period beginning on January 1, 2021, Buyer will calculate a new maximum per ton credit based on the average maximum credit for Soap Number of CTO agreed to by Buyer with its third party vendors in advance of such applicable time period. If no such market average credit can be established based on Buyer’s third party vendors, then the maximum credit will be eight percent (8%) of the Purchase Price for the tons of Below Standard Product sold to Buyer during such calendar quarter by the specific Mill.

e.      Black Liquor in BLSS . Seller will provide a credit for excess black liquor included in the tons of Below Standard Product sold to Buyer during such calendar quarter based on the amount that the WQA of Black Liquor is above the Specification maximum limit. For example, if 1000 tons of BLSS is sold that had a WQA of Black Liquor of sixteen percent (16%), then the allowed credit would be (16% - 10%) * 1000 = 60 tons multiplied by the then-current Purchase Price of BLSS.

ii.            Anthraquinone content . Seller shall not ship Products to Buyer with Anthraquinone levels exceeding 500 ppm. Buyer shall have the right to reject delivery of any load of Products that exceeds such Anthraquinone level. Upon such rejection, the Products shall, at Seller’s expense, either be returned to Seller in accordance with Seller's reasonable instructions or disposed of by Buyer in a manner authorized in advance by Seller.

iii.           Fiber in Soap. See Exhibit B .

iv.           In the event that Seller provides an individual load or loads of Products with one or more Negative Impacts (as defined below), Seller in its discretion shall do one of the following: (a) take back such load(s) with Seller reimbursing Buyer for its freight costs and third party demurrage charges incurred; (b) instruct Buyer to dispose of such loads

with Seller reimbursing Buyer for its actual costs incurred for such disposal; or (c) if Buyer provides in writing the actual and reasonable costs it would incur to accept and process such load(s), then Seller may, in its sole discretion, agree to cover such costs and then allow Buyer to proceed with processing such load(s). In the event Seller elects in its sole discretion to pursue either of the foregoing options (a) or (b), Buyer shall have no responsibility for payment to Seller for such load(s). For purposes of this section, a “ Negative Impact ” refers to (a) a Product varying so significantly from a Specification that it would require substantial pre-processing or other extraordinary corrective measures prior to using such Product in Buyer’s typical production processes, or (b) a Product adversely affected by a temporary process change at Seller’s Mill or Mills, such as adding a pulping agent, which would result in abnormal plugging, fouling, or buildup in Buyer’s production system so as to interfere with Buyer’s standard production process.

v.          Each Mill has the right to do its own testing to validate Buyer’s testing accuracy. In the event of a discrepancy, a mutually acceptable third-party laboratory will be used to settle the discrepancy. Each Party agrees to: (a) accept the values provided by the third party laboratory and (b) pay half of such laboratory’s charge for such testing.

vi.          Each claim for credits outlined in this Section 1 must be made in writing within sixty (60) days after close of the calendar quarter in which the applicable Products were Delivered, or such claim shall be deemed to have been waived.

Buyer and Seller will work in good faith to enable transportation by barge as is appropriate and mutually agreed. The initial cost to develop and construct infrastructure for barge shipments shall be borne by Buyer and the maintenance costs for such infrastructure shall be as agreed in writing.

EXCEED THE PURCHASE PRICE DESCRIBED IN SECTION 3 FOR THE APPLICABLE TONNAGE OF SUCH BELOW STANDARD PRODUCTS. THE REMEDIES SET FORTH IN THIS SECTION 1 ARE THE SOLE AND EXCLUSIVE REMEDIES TO COMPENSATE FOR, OR CORRECT THE CONDITION OF, DEFECTIVE OR NON-CONFORMING PRODUCTS, AND NO OTHER REMEDIES CONNECTED WITH THIS AGREEMENT, AT LAW, OR IN EQUITY SHALL APPLY TO SUCH MATTERS.

i. During the first year (“ Year One ”) of the Transition Period, Seller shall be obligated to supply, and Buyer shall be obligated to purchase, one hundred percent (100%) of the output of BLSS and CTO produced at Mills, subject to adjustments for opting Product volumes in or out of this Agreement as provided in Section 7 below (such total amount of Products sold by Seller to Buyer during such year to be known as the “ Year One Volume ”);

ii. During the second year of the Transition Period, fifteen percent (15%) of the Year One Volume shall be released from the purchase and sale obligations set forth in this Agreement. The amount of Products released from this Agreement during such year shall be known as the “ Year Two Released Volume ”;

iii. During the third year (“ Year Three ”) of the Transition Period, the Year Two Released Volume plus an additional fifteen percent (15%) of the Year One Volume shall be released from the purchase and sale obligations in this Agreement. The total amount of Products released from this Agreement during such year shall be known as the “ Year Three Released Volume ”;

iv. During the fourth year (“ Year Four ”) of the Transition Period, the Year Three Released Volume plus an additional fifteen percent (15%) of the Year One Volume shall be released from the purchase and sale obligations in this Agreement. The total amount of Products released from this Agreement during such year shall be known as the “ Year Four Released Volume ”; and

v. During the fifth and final year of the Transition Period, the Year Four Released Volume plus an additional fifteen (15%) of the Year One Volume shall be released from the purchase and sale obligations in this Agreement.

Seller shall be free to sell any volumes of released Products to any third parties. Seller shall have the right to designate in writing at least sixty (60) days prior to each year of the Transition Period the specific U.S. domestic Mill or Mills to be utilized to comprise the volume of Product released from this Agreement pursuant to this Section 2; provided that, Seller will utilize good faith efforts to match the released Product volume from an entire Mill or Mills; provided that the designation right is Seller’s decision based on its operational and economic concerns.

i. If Buyer’s Brazilian BLSS refinery was shut down, then Buyer may remove from this Agreement the Brazilian BLSS, after first ceasing to purchase any BLSS from all other suppliers for such refinery.

ii. If one of Buyer’s North American CTO refineries was shut down, then Buyer may remove from this Agreement fifty percent (50%) of the then-current annual volume of Seller’s North American CTO Equivalent Tons, after Buyer first ceases to purchase : (a) the same volume of CTO Equivalent Tons from all other suppliers in the aggregate, or (b) all Products from all other suppliers.

iii. If all of Buyer’s North American CTO refineries were shut down, then Buyer may remove from this Agreement all of Seller’s CTO Equivalent Tons.

The Parties acknowledge that the Crude Tall Oil and Black Liquor Soap Skimmings Agreement, dated December 6, 2006 as amended, among MeadWestvaco Corporation, Rock Tenn Mill Company and RockTenn CP, LLC, is deemed terminated and superseded by merger of these companies as of July 1, 2015.

BLSS from Seller, Seller shall give Buyer written notice at least one (1) year prior to terminating such supply of CTO, which termination shall be in Seller’s sole discretion. Such termination shall thereby obligate Buyer to resume the purchase of BLSS from the original producing Mill.

Term, Seller may purchase Third Party Products, and utilize, process, or sell such Third Party Products to third parties in Seller’s sole discretion, subject to the following terms:

i. If Seller intends to commence purchases of any Third Party Products, Seller’s Director of Procurement shall notify the CEO of Buyer of such intent prior to Seller’s first purchase of Third Party Products.

ii. If Seller intends to commence purchases of any Third Party Products, Seller shall provide Buyer with written notice of the type of Product(s), a sample of such Third Party Products, anticipated monthly or quarterly volumes, originating mill location, Seller mill location (if third party BLSS is to be acidulated by Seller) and the anticipated time period Seller intends for the Third Party Products transactions to occur (the “ Option Notice ”). Buyer shall have the option to add the Third Party Products described in the Option Notice to this Agreement by notifying Seller in writing within thirty (30) days of receipt of the Option Notice. If Buyer does not provide such notice to Seller within such thirty (30) day period, or declines to exercise such option, then such Third Party Products shall not become part of this Agreement, and Seller may sell the Third Party Products described in the Option Notice to one or more third parties. Upon Seller purchasing any Third Party Products, the pricing and incentives on Exhibits C, D, E and G shall adjust, as applicable, as provided in such Exhibit(s).

iii. For the avoidance of doubt, Third Party Products shall not be included in Products sold to Buyer under this Agreement without Buyer’s prior written consent. If Buyer elects to add the Third Party Products described in the Option Notice to this Agreement, then for the time period set forth in the Option Notice: (a) Buyer shall purchase one hundred percent (100%) of the Third Party Products identified in the Option Notice; and (b) quality Specifications for such Third Party Products will be added to this Agreement by a mutually agreed upon written amendment to this Agreement.

Seller acknowledges that Buyer is and intends to be a party to a marketing alliance agreement with one or more third parties that sell rosin based size. Buyer agrees to make available to its marketing alliance partner(s) tall oil rosin for the manufacture of rosin size required by Seller at competitive market prices in quantities no less than the Rosin Supply Available for Seller (as defined below). Seller acknowledges that the terms of sale of the rosin size to Seller from such third parties will be negotiated by Seller and any third parties. For purposes of this Agreement the “ Rosin Supply Available for Seller ” shall mean for each calendar quarter, an amount equal to the sum of: (a) 100,000 pounds and (b) the average quarterly volume of rosin required to manufacture rosin size manufactured by Buyer for Seller’s benefit during the preceding two calendar quarters. Subject to availability, Buyer will use commercially reasonable efforts to supply its marketing alliance partner(s) with Seller’s additional rosin size requirements in excess of Seller's committed rosin supply. Notwithstanding the foregoing, neither section nor any other provision of this Agreement shall be deemed to require or commit Seller to purchase the Rosin Supply Available for Seller or any other volume of rosin size from any third party, including without limitation any third parties with whom Buyer has or intends to have a marketing alliance. This Agreement is not intended to and does not create any third party beneficiaries, and Seller may or may not decide to purchase rosin size from such third parties in Seller’s sole discretion and without liability for any expenses or costs of Buyer or any third parties in connection with such decisions.

Seller is eligible for certain performance incentives outlined in Exhibit G.

amounts. Seller may cease to ship CTO and/or BLSS to Buyer until such letter of credit or all past due payments are received, in addition to its other rights and remedies in connection with this Agreement.

(ii) In the event Buyer is unable to obtain or elects not to obtain the foregoing Moody’s or S&P credit ratings, Buyer shall provide its annual audited financial statements and its quarterly company-prepared financial statements to Seller, and any other related information reasonably requested by Seller, in order for Seller to make an informed and accurate assessment of whether Buyer meets the Seller’s typical credit requirements and whether Buyer must post a letter of credit or cash amount as described above; provided, that if Buyer does not provide such financial information, then Buyer acknowledges that Seller may, among its other rights, require Buyer to post the letter of credit or forward the cash amount described above. Buyer’s posting of such letter of credit or forwarding of such cash amount shall be absolute and necessary preconditions to Seller’s obligation to provide any Products to Buyer under this Agreement, and any failure of Buyer to satisfy such conditions will result, in Seller’s sole discretion, in (a) reduction in any amount that Seller deems appropriate to the volumes or percentage of Products sold to Buyer under this Agreement, (b) Seller having the right to sell to third parties any portion of the volumes or percentage of Products not sold to Buyer, and (c) Seller having the right to declare that Buyer’s failure is sufficient and conclusive evidence of Buyer’s insolvency and inability to pay its debts as they mature, in which case Seller shall have the right to terminate this Agreement pursuant to Section 18A below.

Except as set forth in this Agreement, Seller’s liability to Buyer or anyone claiming through or on behalf of Buyer with respect to any claim or loss arising out of a breach of warranty or this Agreement shall be limited to an amount equal to (a) the applicable Purchase Price of the volume of CTO or BLSS, associated with such liability, or (b) where mutually agreed to, replacement of the CTO or BLSS in question. In no event shall EITHER party be liable for any PUNITIVE, incidental, consequential, indirect or special losses or damages (including, without limitation, lost profits, lost revenues, loss of business AND DIMUNITION OF VALUE), whether foreseeable or not AND whether OR NOT occasioned by any failure to perform or the breach of any representation, warranty, covenant or other obligation under this Agreement for any cause whatsoever. Any warranty claim shall be brought within six (6) months of the date of delivery of the relevant load(s) of Products from Seller to Buyer or thereafter be barred. For the avoidance of doubt, any warranty claim shall apply only to those warranties expressly provided for in Section 13 above.

production, Delivery, or consumption of any materials covered by this Agreement. The affected Party shall promptly notify the other Party of the occurrence of any of the foregoing and use commercially reasonable efforts to resolve such issue promptly.

This Agreement may not be assigned (by operation of law or otherwise) in whole or in part by either Party without first obtaining the written consent of the other Party thereto, which consent shall not be unreasonably delayed, conditioned, or withheld; provided, however, that either Party may assign or otherwise transfer all of its rights and obligations under this Agreement to any entity controlling, controlled by or under common control with such Party, upon prior written notice to the other Party. In each case of assignment the entity to which the Agreement is assigned shall accept all the duties and obligations of the assigning Party hereunder.

$5,000,000 per occurrence. Each Party shall cause its insurers to (a) waive all rights of subrogation against the other Party, its officers, directors and employees, (b) include the other Party and its affiliates as additional insureds for the coverages set forth in clauses (iii), (iv) and (v) above and (c) furnish certificates of insurance to the other Party in a form acceptable to the other Party evidencing that the above insurance is in effect and otherwise complies with the requirements of this Section. Each Party shall give the other Party at least thirty (30) days written notice of any material change or alteration in or the cancellation of any required policy of insurance. At all times during the Term, all insurance must be issued by an entity authorized to do business in the State(s) where business is transacted relating to the Products and must be rated “A-” or better with a financial rating of VIII or better in the A.M. Best Rating Guide. The carrying by each Party of the insurance required herein shall in no way be interpreted as relieving such Party of any other obligations it may have under this Agreement.

To Seller:

WestRock Company

3950 Shackleford Road

Duluth, GA 30096

Attn: Chief Procurement Officer

With a copy to:

WestRock Company

Attn: General Counsel

504 Thrasher Street

Norcross, Georgia 30071

Email: LegalDepartment@WestRock.com

To Buyer:

Ingevity Corporation

Attn: CTO Procurement Manager

5255 Virginia Avenue

North Charleston, SC 29406

Ingevity Corporation

Attn: General Counsel

5255 Virginia Avenue

North Charleston, SC 29406

Any Party receiving Confidential Information (as defined below) from the other Party shall maintain the confidential and proprietary status of such Confidential Information, keep such Confidential Information and each part thereof within its possession or under its control sufficient to prevent any activity with respect to the Confidential Information that is not specifically authorized by this Agreement, use commercially reasonable efforts, in each case, to prevent the disclosure of any Confidential Information to any other person or entity, and use commercially reasonable efforts to ensure that such Confidential Information is used only for those purposes specifically authorized herein; provided, however, that such restrictions shall not apply to any Confidential Information which is (a) independently developed by, or already in possession of, the receiving Party, as demonstrated by its written records, (b) in the public domain at the time of its receipt or thereafter becomes part of the public domain through no fault of the receiving Party, (c) received without an obligation of confidentiality from a third party who, to the receiving party’s knowledge, has the right to disclose such information, (d) released from the restrictions of this Section 21 by the express written consent of the other Party hereto, or (e) compelled to be disclosed by law or pursuant to a court order (the disclosing Party shall, however, use commercially reasonable efforts to obtain confidential treatment of any such disclosure). “ Confidential Information ” shall mean: (x) the terms and conditions of this Agreement and (y) all information and records relating to the operation of each other's business, including, without limitation, trade secrets, technical information, development, production, sales, marketing, pricing and financial details related to the refining of CTO. Each Party shall return or destroy all Confidential Information of the other Party within thirty (30) days following the termination of this Agreement for any reason, except for one (1) copy that may be retained by the recipient’s legal department for archival, compliance or enforcement purposes.

Except as otherwise expressly provided herein, the failure or delay by either Party to exercise any of its rights hereunder shall not be construed to be a waiver of any of such rights. The provisions of this Agreement may be waived, altered, amended or supplemented, in whole or in part, only by a writing signed by both Parties. No waiver of any performance required under this Agreement shall be deemed a waiver of future compliance with all of the terms hereof.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. A signature sent by telecopy or facsimile transmission shall be as valid and binding upon the Party as an original signature of such Party.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written.

Exhibit 10.9

INTELLECTUAL PROPERTY AGREEMENT

This INTELLECTUAL PROPERTY AGREEMENT, dated as of ______, 2016 (this “ Agreement ”), is by and between WestRock Company, a Delaware corporation (“ Parent ”), and Ingevity Corporation, a Delaware corporation (“ SpinCo ”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1 or the Separation Agreement. SpinCo and Parent may be individually referred to herein as a “ Party ” and collectively as the “ Parties .”

R E C I T A L S

WHEREAS, Parent and SpinCo have entered into that certain Separation and Distribution Agreement, dated as of even date herewith, (the “ Separation Agreement ”);

WHEREAS, the Separation Agreement sets forth the principal corporate transactions required to effect the Separation;

WHEREAS, Parent and SpinCo desire to enter into this Agreement to set forth the terms and conditions pertaining to the allocation of ownership and other rights associated with certain Intellectual Property; and

WHEREAS, this Agreement is deemed to be an Ancillary Agreement under the Separation Agreement.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1.           DEFINITIONS. For the purpose of this Agreement, the following terms shall have the following meanings:

1.1           “ Common Information ” shall mean that Information that is related to, but not exclusively related to, the SpinCo Assets, the SpinCo Liabilities, the SpinCo Business or the Transferred Entities.

1.2           “ Control ” or “ Controlled ” shall mean, with respect to Intellectual Property, that SpinCo or a member of the SpinCo Group owns such Intellectual Property, in whole or in part, and/or has the right to grant a license to Parent with respect to such Intellectual Property as set forth herein and without incurring any financial or other obligations to any other Person, subject, in each case, to the terms of any license or other agreement to which SpinCo or any of the SpinCo Group is a party that relates to any such Intellectual Property.

1.3           “ Embedded SpinCo Information ” shall mean such Information that is exclusively used or exclusively held for use in the SpinCo Business that cannot, through commercially reasonable efforts on behalf of Parent or the relevant member of the Parent Group, be separated or extracted, either physically, electronically or by other means, from Information that is not exclusively used or exclusively held for use in the SpinCo Business.

1.4           “ Improvements ” shall mean any improvements, derivative works, enhancements, refinements, advances or other modifications with respect to any Licensed SpinCo IP (whether or not patentable or reduced to practice).

1.5           “ Intellectual Property ” shall mean all of the following whether arising under the Laws of the United States or of any other foreign or multinational jurisdiction: (a) patents, patent applications (including patents issued thereon) and statutory invention registrations, including reissues, divisions, continuations, continuations in part, substitutions, renewals, extensions and reexaminations of any of the foregoing, and all rights in any of the foregoing provided by international treaties or conventions, (b) trademarks, service marks, trade names, service names, trade dress, logos and other source or business identifiers, including all goodwill associated with any of the foregoing, and any and all common law rights in and to any of the foregoing, registrations and applications for registration of any of the foregoing, all rights in and to any of the foregoing provided by international treaties or conventions, and all reissues, extensions and renewals of any of the foregoing, (c) Internet domain names, accounts with Facebook, LinkedIn, Twitter and similar social media platforms, registrations and related rights, (d) copyrightable works, copyrights, moral rights, mask work rights, database rights and design rights, in each case, other than Software, whether or not registered, and all registrations and applications for registration of any of the foregoing, and all rights in and to any of the foregoing provided by international treaties or conventions, (e) confidential and proprietary information, including trade secrets, invention disclosures, processes and know-how and (f) any other intellectual property rights, in each case, other than Software.

1.6           “ Licensed SpinCo IP ” shall mean (a) the SpinCo Intellectual Property (excluding any trademarks and service marks, whether registered or unregistered), the SpinCo Software, and the SpinCo Technology and (b) all rights, interests and claims of either Party or any of the members of its Group as of the Effective Time with respect to Information that is exclusively related to the items of the aforementioned clause (a) that have or may have application outside of the SpinCo Field, in each case, to the extent Controlled by SpinCo or any member of the SpinCo Group as of the Effective Time (including as a result of the assignments made by this Agreement).

1.7           “ Other IP ” shall mean all Intellectual Property, other than Registrable IP, that is owned by either Party or any member of its Group as of the Effective Time.

1.8            “Mill Recovery Technology/Intellectual Property ” shall mean all Technology, Software and Intellectual Property relating to mill-based recovery processes that generate biorefinery materials.

1.9           “ Parent Name and Parent Marks ” shall mean the names, marks, trade dress, logos, monograms, domain names and other source or business identifiers of either Party or any member of its Group using or containing “WestRock,” “MeadWestvaco” or “RockTenn” or their ticker symbols “WRK,” “MWV,” or “RKT,” either alone or in combination with other words or elements, and all names, marks, trade dress, logos, monograms, domain names and other source or business identifiers confusingly similar to or embodying any of the foregoing either alone or in combination with other words or elements, together with the goodwill associated with any of the foregoing.

1.10         “ Pre-applied Adhesive Technology/Intellectual Property ” shall mean all Technology, Software and Intellectual Property relating to the methods and processes of applying adhesives to cellulose based materials ( e.g. , paper, paper board, liner board and corrugated materials) and packaging, including without limitation, related machine and press manufacturing processes, and the use of such cellulose based materials with adhesives applied thereon. Pre-applied Adhesive Technology/Intellectual Property does not include the chemical formulations of adhesives, nor any process Technology for making adhesives.

1.11         “ Registrable IP ” shall mean all patents, patent applications, statutory invention registrations, registered trademarks, registered service marks, trademark and service mark applications, registered Internet domain names and copyright registrations.

1.12         “ Software ” shall mean any and all (a) computer programs, including any and all software implementation of algorithms, models and methodologies, whether in source code, object code, human readable form or other form, (b) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise, (c) descriptions, flow charts and other work products used to design, plan, organize and develop any of the foregoing, (d) screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons and (e) documentation, including user manuals and other training documentation, relating to any of the foregoing.

1.13         “ SpinCo Field ” shall mean that field of use set forth and described on Schedule 1.13 attached hereto.

1.14         “ SpinCo Intellectual Property ” shall mean (a) the Registrable IP set forth on Schedule 1.14 and (b) all Other IP owned by, licensed by or to, or sublicensed by or to either Party or any member of its Group as of the Effective Time that is exclusively used or exclusively held for use in the SpinCo Business, including any Other IP set forth on Schedule 1.14 ; provided , however , that SpinCo Intellectual Property does not include any Registrable IP or Other IP that comprises (i) Mill Recovery Technology/Intellectual Property, or (ii) Pre-applied Adhesives Technology/Intellectual Property.

1.15         “ SpinCo IP Assets ” shall mean all (a) SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and SpinCo IP Contracts, and (b) all rights, interests and claims of either Party or any of the members of its Group as of the Effective Time with respect to Information that is exclusively related to the items of the aforementioned clause (a) or the SpinCo IP Liabilities, provided , however , that SpinCo IP Assets shall not include copies of the Embedded SpinCo Information retained by Parent and members of the Parent Group.

1.16         “ SpinCo IP Contracts ” shall mean the following contracts and agreements to which either Party or any member of its Group is a party or by which it or any member of its Group or any of their respective Intellectual Property is bound, whether or not in writing; provided that SpinCo IP Contracts shall not include any contract or agreement that is expressly contemplated to be retained by Parent or any member of the Parent Group from and after the Effective Time pursuant to any provision of the Separation Agreement, this Agreement or any other Ancillary Agreement:

1.17        “ SpinCo IP Liabilities ” shall mean all Liabilities relating to, arising out of or resulting from exploitation by, or on behalf of the SpinCo Group, of: (i) the SpinCo Intellectual Property, SpinCo Software, SpinCo Technology, and SpinCo IP Contracts; (ii) the Information that is exclusively related to the items of the aforementioned clause (i); and (iii) all Liabilities arising from the use by the SpinCo Group of Common Information.

1.18        “ SpinCo Software ” shall mean all Software owned or licensed by either Party or member of its Group exclusively used or exclusively held for use in the SpinCo Business as of the Effective Time; provided , however , that SpinCo Software does not include (a) any Software embodying or related to Mill Recovery Technology/Intellectual Property, or (b) any Software embodying or related to Pre-applied Adhesive Technology/Intellectual Property.

1.19        “ SpinCo Technology ” shall mean all Technology owned or licensed by either Party or any member of its Group exclusively used or exclusively held for use in the SpinCo Business as of the Effective Time; provided , however , that SpinCo Technology does not include any Technology that is (a) Mill Recovery Technology/Intellectual Property, or (b) Pre-applied Adhesive Technology/Intellectual Property.

1.20        “ Technology ” shall mean all technology, designs, formulae, algorithms, procedures, methods, discoveries, processes, techniques, ideas, know-how, research and development, technical data, tools, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, improvements, works of authorship in any media, confidential, proprietary or nonpublic information, and other similar materials, and all recordings, graphs, drawings, reports, analyses and other writings, and other tangible embodiments of the foregoing in any form whether or not listed herein, in each case, other than Software.

2.1           Matters Governed Exclusively by this Agreement . This Agreement shall exclusively govern the allocation of Assets and Liabilities that are comprised of Intellectual Property of the Parent Group or the SpinCo Group. In the case of any conflict between the Separation Agreement and this Agreement in relation to any matters addressed herein, this Agreement shall prevail.

2.2           Transfer of Assets and Assumption of Liabilities .

(a)          On or prior to the Effective Time, but in any case, prior to the Distribution, in accordance with the Plan of Reorganization:

(i)           Transfer and Assignment of SpinCo IP Assets . Parent shall, and shall cause the applicable members of its Group to, contribute, assign, transfer, convey and deliver to SpinCo, or to the applicable SpinCo Designees, and SpinCo shall, and shall cause such SpinCo Designees to, accept from Parent and the applicable members of the Parent Group, all of Parent’s and such Parent Group member’s respective direct or indirect right, title and interest in and to all of the SpinCo IP Assets (it being understood that if any SpinCo IP Asset shall be held by a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such SpinCo IP Asset may be assigned, transferred, conveyed and delivered to SpinCo as a result of the transfer of all of the equity interests in such Transferred Entity from Parent or the applicable members of the Parent Group to SpinCo or the applicable SpinCo Designee); and

(ii)          Acceptance and Assumption of SpinCo IP Liabilities . SpinCo shall, and shall cause the applicable SpinCo Designees to, accept, assume and agree faithfully to perform, discharge and fulfill all the SpinCo IP Liabilities in accordance with their respective terms. SpinCo shall, and shall cause such SpinCo Designees to, be responsible for all SpinCo IP Liabilities, regardless of when or where such SpinCo IP Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such SpinCo IP Liabilities are asserted or determined (including any SpinCo IP Liabilities arising out of claims made by Parent’s or SpinCo’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the SpinCo Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Parent Group or the SpinCo Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates.

2.3           Approvals and Notifications .

(a)           Approvals and Notifications for SpinCo IP Assets . To the extent that the transfer or assignment of any SpinCo IP Asset or the assumption of any SpinCo IP Liability requires Approvals or Notifications, the Parties shall use their commercially reasonable efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided , however , that, except to the extent expressly provided in this Agreement or as otherwise agreed in writing between Parent and SpinCo, neither Parent nor SpinCo shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to obtain or make such Approvals or Notifications.

(b)           Delayed SpinCo Transfers . If and to the extent that the valid, complete and perfected transfer or assignment to the SpinCo Group of any SpinCo IP Asset or assumption by the SpinCo Group of any SpinCo IP Liability would be a violation of applicable Law or require any Approvals or Notifications in connection with the Separation that has not been obtained or made by the Effective Time, then, unless the Parties shall otherwise mutually agree in writing, the transfer or assignment to the SpinCo Group of such SpinCo IP Assets or the assumption by the SpinCo Group of such SpinCo IP Liabilities, as the case may be, shall be automatically deemed deferred and any such purported transfer, assignment or assumption shall be null and void until such time as all legal impediments are removed or such Approvals or Notifications have been obtained or made. Notwithstanding the foregoing, any such SpinCo IP Assets or SpinCo IP Liabilities shall continue to constitute SpinCo IP Assets and SpinCo IP Liabilities for all other purposes of this Agreement.

(c)           Treatment of Delayed SpinCo IP Assets and Delayed SpinCo IP Liabilities . If any transfer or assignment of any SpinCo IP Asset (or a portion thereof) or any assumption of any SpinCo IP Liability (or a portion thereof) intended to be transferred, assigned or assumed hereunder, as the case may be, is not consummated on or prior to the Effective Time, whether as a result of the provisions of Section 2.3(b) or for any other reason (any such SpinCo IP Asset (or a portion thereof), a “ Delayed SpinCo IP Asset ” and any such SpinCo IP Liability (or a portion thereof), a “ Delayed SpinCo IP Liability ”), then, insofar as reasonably possible and subject to applicable Law, the member of the Parent Group retaining such Delayed SpinCo IP Asset or such Delayed SpinCo IP Liability, as the case may be, shall thereafter hold such Delayed SpinCo IP Asset or Delayed SpinCo IP Liability, as the case may be, for the use and benefit of the member of the SpinCo Group entitled thereto (at the expense of the member of the SpinCo Group entitled thereto). In addition, the member of the Parent Group retaining such Delayed SpinCo IP Asset or such Delayed SpinCo IP Liability shall, insofar as reasonably possible and to the extent permitted by applicable Law, treat such Delayed SpinCo IP Asset or Delayed SpinCo IP Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the member of the SpinCo Group to whom such Delayed SpinCo IP Asset is to be transferred or assigned, or which will assume such Delayed SpinCo IP Liability, as the case may be, in order to place such member of the SpinCo Group in a substantially similar position as if such Delayed SpinCo IP Asset or Delayed SpinCo IP Liability had been transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Delayed SpinCo IP Asset or Delayed SpinCo IP Liability, as the case may be, including use, non-abandonment, avoidance from contribution to the public domain, risk of loss, potential for gain, and dominion, control and command over such Delayed SpinCo IP Asset or Delayed SpinCo IP Liability, as the case may be, and all costs and expenses related thereto, shall inure from and after the Effective Time to the SpinCo Group.

(d)           Transfer of Delayed SpinCo IP Assets and Delayed SpinCo IP Liabilities . If and when the Approvals or Notifications, the absence of which caused the deferral of transfer or assignment of any Delayed SpinCo IP Asset or the deferral of assumption of any Delayed SpinCo IP Liability pursuant to Section 2.3(b) , are obtained or made, and, if and when any other legal or other impediments for the transfer or assignment of any Delayed SpinCo IP Asset or the

assumption of any Delayed SpinCo IP Liability have been removed, the transfer or assignment of the applicable Delayed SpinCo IP Asset or the assumption of the applicable Delayed SpinCo IP Liability, as the case may be, shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement as soon as reasonably practicable.

(e)           Costs for Delayed SpinCo IP Assets and Delayed SpinCo IP Liabilities . Any member of the Parent Group retaining a Delayed SpinCo IP Asset or a Delayed SpinCo IP Liability due to the deferral of the transfer or assignment of such Delayed SpinCo IP Asset or the deferral of the assumption of such Delayed SpinCo IP Liability, as the case may be, shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced (or otherwise made available) by SpinCo or the member of the SpinCo Group entitled to the Delayed SpinCo IP Asset or Delayed SpinCo IP Liability, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by SpinCo or the member of the SpinCo Group entitled to such Delayed SpinCo IP Asset or Delayed SpinCo IP Liability.

2.4           Novation of SpinCo IP Liabilities .

(a)          Except as set forth in Schedule 2.4(a) , each of Parent and SpinCo, at the request of the other, shall use its commercially reasonable efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all SpinCo IP Liabilities and obtain in writing the unconditional release of each member of the Parent Group that is a party to any such arrangements, so that, in any such case, the members of the SpinCo Group shall be solely responsible for such SpinCo IP Liabilities; provided , however , that, except as otherwise expressly provided in this Agreement or any of the Ancillary Agreements, neither Parent nor SpinCo shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any third Person from whom any such consent, substitution, approval, amendment or release is requested.

(b)          If Parent or SpinCo is unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release as set forth in Section 2.4(a) and the applicable member of the Parent Group continues to be bound by such agreement, lease, license or other obligation or Liability (each, an “ Unreleased SpinCo IP Liability ”), SpinCo shall, to the extent not prohibited by Law, as indemnitor, guarantor, agent or subcontractor for such member of the Parent Group, as the case may be, (i) pay, perform and discharge fully all the obligations or other Liabilities of such member of the Parent Group that constitute Unreleased SpinCo IP Liabilities from and after the Effective Time and (ii) use its commercially reasonable efforts to effect such payment, performance or discharge prior to any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the Parent Group. If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased SpinCo IP Liabilities shall otherwise become assignable or able to be novated, Parent shall promptly assign, or cause to be assigned, and SpinCo or the applicable SpinCo Group member shall assume, such Unreleased SpinCo IP Liabilities without exchange of further consideration.

2.5            Disclaimer of Representations and Warranties . EACH OF PARENT (ON BEHALF OF ITSELF AND EACH MEMBER OF THE PARENT GROUP) AND SPINCO (ON BEHALF OF ITSELF AND EACH MEMBER OF THE SPINCO GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN THE SEPARATION AGREEMENT, NO PARTY TO THIS AGREEMENT OR OTHERWISE, IS REPRESENTING OR WARRANTING IN ANY WAY AS TO THE ASSETS, BUSINESSES OR LIABILITIES TRANSFERRED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY CLAIM OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY ASSIGNMENT, DOCUMENT OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN OR IN THE SEPARATION AGREEMENT, ALL SUCH ASSETS ARE BEING TRANSFERRED ON AN “AS IS,” “WHERE IS” BASIS AND THE RESPECTIVE TRANSFEREES SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE WILL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY APPROVALS OR NOTIFICATIONS ARE NOT OBTAINED OR MADE OR THAT ANY REQUIREMENTS OF LAWS OR JUDGMENTS ARE NOT COMPLIED WITH.

3.1            License Grant to Parent . Subject to the terms and conditions of this Agreement, SpinCo hereby grants to each individual member of the Parent Group, on behalf of itself and the other members of the SpinCo Group, a license on the terms set forth in Schedule 3.1.

3.2            License Grant to SpinCo . Subject to the terms and conditions of this Agreement, Parent hereby grants to each individual member of the SpinCo Group, on behalf of itself and the other members of the Parent Group, and shall cause the other members of the Parent Group to grant to each individual member of the SpinCo Group, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license, solely in the SpinCo Field, to (a) use, reproduce, distribute, display, perform, make improvements and exploit Intellectual Property owned or controlled by Parent or a member of the Parent Group and currently used in the SpinCo Business, and (b) make, have made, use, sell, offer to sell and import any goods and services incorporating, embodying or utilizing Common Information solely within the SpinCo Field such Intellectual Property currently used in the SpinCo Business. Such license shall be transferrable subject to the foregoing restriction with any sale or transfer of a SpinCo business that utilizes such Intellectual Property, but, for the avoidance of doubt, such license shall not otherwise be sublicensable or transferable.

3.3            No Implied Rights . As between the Parties, all right, title and interest in and to all Licensed SpinCo IP shall be owned by SpinCo and the other members of the SpinCo Group, and Parent shall not acquire, and nothing contained herein shall be construed as conferring, by implication, estoppel or otherwise, any license or other right, title or interest in or to such Licensed SpinCo IP or any other Intellectual Property owned by SpinCo or of any of its Group, except for the license granted to Parent pursuant to Section 3.1 .

3.4           Improvements . For the avoidance of doubt, as between the Parties, Parent shall own all right, title and interest in and to any and all Improvements authored, developed, invented, reduced to practice or otherwise created by Parent or any member of the Parent Group and all Intellectual Property rights therein and thereto.

3.5           Filing, Prosecution and Maintenance . SpinCo shall have the first right, but not the obligation, to file, prosecute and maintain, at its cost and expense, all patents, patent applications licensed to Parent pursuant to Section 3.1 (“ Licensed SpinCo Patents ”); provided , however , that if SpinCo elects not to prosecute any Licensed SpinCo Patent that has been published or maintain any Licensed SpinCo Patent that is an issued patent, and has not otherwise intentionally elected to prevent another party from doing so, then SpinCo shall so notify Parent in writing wherever possible according to the following terms:

(a)          For abandonments:

(i)          by the later of (A) 60 days in advance of the abandonment deadline, or (B) 5 days after receipt of notification of an applicable action, SpinCo shall notify Parent of the approaching abandonment deadline, and

(ii)         within 5 days of making the decision to abandon a previously published application, and not later than 45 days in advance of the abandonment deadline, SpinCo shall notify Parent of the decision to abandon the application.

(b)          For elections not to file applications based on other published applications, validate, or designate in additional countries, SpinCo shall notify Parent of the approaching deadline and shall provide a list of countries in which SpinCo intends to file, validate, or designate, by the later of (i) 60 days in advance of the deadline, or (ii) 5 days after receipt of notification of an applicable event.

(c)          Upon receipt of such notice under Section 3.5(a) or (b) , Parent shall have the right, but not the obligation, at its cost and expense, to pursue the filing or additional filing or support the continued prosecution or maintenance of such Licensed SpinCo Patent. If Parent does elect to take such action, then Parent shall notify SpinCo of such election, and SpinCo shall reasonably cooperate with Parent, upon Parent’s request and at Parent’s cost and expense, in connection with such filing or additional filing or continued prosecution or maintenance, as applicable, including, if requested by Parent, by assigning to Parent all of SpinCo’s right, title and interest in and to any such Licensed Patent owned by SpinCo or any of the SpinCo Group to the extent it has the right to do so.

3.6           Enforcement of Licensed IP .

(a)           Control of Enforcement IP Actions . Except as may otherwise be mutually agreed by the Parties, as between the Parties, SpinCo shall have the right to enforce the Licensed SpinCo IP as follows:

(i)          SpinCo shall have the right, but not the obligation (through itself and/or through its designee), to control the initiation, conduct and, subject to this Section 3.6 , settlement or other resolution, at its cost and expense and in its sole discretion, of any enforcement claim, demand, action, suit or proceeding, whether civil or criminal or in law or in equity (each, an “ IP Action ”) relating to the Licensed SpinCo IP, including the right to communicate any objection or other form of challenge to any Third Party; and

(ii)         if SpinCo does not initiate such an IP Action itself or through its designee with respect to infringement, misappropriation or other violation of any Licensed SpinCo IP outside of the SpinCo Field by a Third Party within ninety (90) days after receipt of a written request from Parent to assume control over the enforcement of such violation of such Licensed SpinCo IP outside of the SpinCo Field, then Parent shall have the right, but not the obligation, to bring and to control such IP Action (provided that if Parent does not do so within thirty (30) days after the end of such original ninety (90) day-deadline, the right to initiate and control an IP Action shall revert back to SpinCo and shall again be subject to the terms set forth above). For avoidance of doubt, Parent shall not have any right to initiate any IP Action with respect to infringement, misappropriation or other violation of any Licensed SpinCo IP within the SpinCo Field by a Third Party.

(b)           Enforcement Action Process .

(i)          The Party initiating or otherwise controlling any enforcement IP Action hereunder (the “ Enforcing Party ”), including the right to communicate any objection or other form of challenge to any Third Party, shall, as between the Parties, have the right to select counsel for any IP Action initiated by it or its designee pursuant to this Section 3.6 . The Party that is not the Enforcing Party (the “ Non-Enforcing Party ”) shall, to the extent it is a necessary party to the IP Action (or is otherwise reasonably requested by the enforcing Party), join the Enforcing Party (and/or, if applicable, its designee(s)) at the Enforcing Party’s expense and agree to be represented by counsel for the Enforcing Party in any infringement or other IP Action commenced by the Enforcing Party (or its designee) and shall, upon request of the Enforcing Party, execute such documents and perform such other acts as may be reasonably required and requested by the Enforcing Party at the Enforcing Party’s expense in connection with such enforcement IP Action; provided that the Non-Enforcing Party shall have the right to engage, at its cost and expense, independent counsel of its choice to advise such Non-Enforcing Party in connection with such assistance to the Enforcing Party.

(ii)         The Non-Enforcing Party shall cooperate with, and provide reasonable assistance to, the Enforcing Party (and its designees) in connection with any IP Action brought by the Enforcing Party (or its designee) hereunder to the extent relating to the Licensed SpinCo IP, as may be reasonably requested by the Enforcing Party, including by providing access to relevant documents and other evidence (provided that the Parties shall enter into a joint defense

agreement with respect to the common interest privilege protecting such communications in a form reasonably acceptable to the Parties) and making its employees available, subject to the other Party’s reimbursement of any costs and expenses incurred by the Non-Enforcing Party in providing such assistance. The Enforcing Party shall keep the Non-Enforcing Party reasonably informed of any determinations or significant developments in any IP Action initiated by it pursuant to this Section 3.6 and, if the Non-Enforcing Party is SpinCo, then the Parent shall reasonably consult with the SpinCo and take into consideration input provided to Parent by SpinCo to the extent reasonable and provided in a timely manner.

(c)           Allocation of Costs and Recoveries . Unless otherwise mutually agreed by the Parties, (i) the costs and expenses relating to any enforcement IP Action commenced pursuant to this Section 3.6 shall be borne by the Enforcing Party; and (ii) any settlement payments or damages or other monetary awards (“ Recoveries ”) recovered in any IP Action by the Enforcing Party, itself or through its designee, pursuant to this Section 3.6 , whether by judgment or settlement, shall be allocated in the following order: (A) to reimburse the Enforcing Party for any costs and expenses incurred by or on behalf of the Enforcing Party and/or its designee(s) with respect to such IP Action, (B) to reimburse the Non-Enforcing Party for any costs and expenses incurred by such Party with respect to such IP Action to the extent the Non-Enforcing Party participated in an IP Action pursuant to this Section 3.6 (and has not already been reimbursed by the Enforcing Party), including if it joins such IP Action (but excluding, for the avoidance of doubt, the cost of any counsel employed by the Non-Enforcing Party), and (C) the remainder shall be allocated to the Enforcing Party.

(d)           Settlement of Enforcement IP Action . The Enforcing Party shall not settle, or enter into a voluntary consent judgment with respect to, any enforcement IP Action under this Section 3.6 in a manner that would include any admissions of invalidity or unenforceability against the Non-Enforcing Party, or wrongdoing by the Non-Enforcing Party or any of its Group, or imposes any liability or payment or other obligation on the Non-Enforcing Party or any of its Group, without the Non-Enforcing Party’s written consent (such consent not to be unreasonably withheld, conditioned or delayed) and in any event, without notifying the Non-Enforcing Party of any such proposed settlement or voluntary consent judgment. For the avoidance of doubt, and without limiting the foregoing, as between the Parties, the Enforcing Party shall have the sole and exclusive right to settle, or enter into a voluntary consent judgment with respect to, any enforcement IP Action under this Section 3.6 .

3.7           Bankruptcy . In the event that this Agreement is terminated or rejected by SpinCo, a member of the SpinCo Group or its receiver or trustee under applicable bankruptcy laws due to such Party’s bankruptcy, then all rights and licenses granted under or pursuant to this Agreement by SpinCo to Parent are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code (the “ Code ”) and any similar laws in any other country, licenses of rights to “intellectual property” as defined under the Code for purposes of Section 365(n). The Parties agree that all intellectual property rights licensed hereunder, including, without limitation, any patents or patent applications in any country of SpinCo or a member of SpinCo Group covered by the license grants under this Agreement, are part of the “intellectual property” as defined under the Code for purposes of Section 365(n) subject to the protections afforded the non-terminating Party under Section 365(n) of the Code, and any similar law or regulation in any other country.

3.8           Trademark Disclaimer . Neither Parent nor any member of the Parent Group grants any right or license to SpinCo or any member of the SpinCo Group to use any Parent Name or Parent Mark in any manner including, without limitation, use in commerce as a trade name, trademark or other designation of origin.

4.1           Release of Pre-Distribution Claims .

(a)           SpinCo Release of Parent. Except as provided in Sections 4.1(b) and 4.1(c) , effective as of the Effective Time, SpinCo does hereby, for itself and each other member of the SpinCo Group, and their respective successors and assigns, and, to the extent permitted by Law, all Persons who at any time prior to the Effective Time have been shareholders, directors, officers, agents or employees of any member of the SpinCo Group (in each case, in their respective capacities as such), remise, release and forever discharge (i) Parent and the members of the Parent Group, and their respective successors and assigns, and (ii) all Persons who at any time prior to the Effective Time are or have been shareholders, directors, officers, agents or employees of any member of the Parent Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, and (iii) all Persons who at any time prior to the Effective Time are or have been shareholders, directors, officers, agents or employees of a Transferred Entity and who are not, as of immediately following the Effective Time, directors, officers or employees of SpinCo or a member of the SpinCo Group, in each case from (A) all SpinCo IP Liabilities and (B) all Liabilities arising from or in connection with actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to the Effective Time (whether or not such Liabilities cease being contingent, mature, become known, are asserted or foreseen, or accrue, in each case before, at or after the Effective Time), in each case to the extent relating to, arising out of or resulting from the SpinCo IP Assets or the SpinCo IP Liabilities.

(b)           Obligations Not Affected. Nothing contained in Section 4.1(a) shall impair any right of any Person to enforce this Agreement. Nothing contained in Section 4.1(a) shall release any Person from:

(i)          any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other Liability of any member of any Group under, this Agreement;

(ii)         any Liability that the Parties may have with respect to indemnification or contribution or other obligation pursuant to this Agreement for claims brought against the Parties by third Persons, which Liability shall be governed by the provisions of the Separation Agreement; or

(iii)        any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 4.1 .

In addition, nothing contained in Section 4.1(a) shall release any member of the Parent Group from honoring its existing obligations to indemnify any director, officer or employee of SpinCo who was a director, officer or employee of any member of the Parent Group on or prior to

the Effective Time, to the extent such director, officer or employee becomes a named defendant in any Action (as defined in the Separation Agreement) with respect to which such director, officer or employee was entitled to such indemnification pursuant to such existing obligations; it being understood that, if the underlying obligation giving rise to such Action is a SpinCo IP Liability, SpinCo shall indemnify Parent for such Liability (including Parent’s costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Section 4 .

(c)           No Claims. SpinCo shall not make, and shall not permit any member of the SpinCo Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Parent or any other member of the Parent Group, or any other Person released pursuant to Section 4.1(a) , with respect to any Liabilities released pursuant to Section 4.1(a) .

(d)           Execution of Further Releases. At any time at or after the Effective Time, at the request of either Party, the other Party shall cause each member of its respective Group to execute and deliver releases reflecting the provisions of this Section 4.1 .

4.2           Indemnification by SpinCo . Except as otherwise specifically set forth in this Agreement, to the fullest extent permitted by Law, SpinCo shall, and shall cause the other members of the SpinCo Group to, indemnify, defend and hold harmless the Parent Indemnitees from and against any and all Liabilities of the Parent Indemnitees relating to, arising out of or resulting from, directly or indirectly, (a) any SpinCo IP Liability, and (b) any failure of SpinCo, any other member of the SpinCo Group or any other Person to pay, perform or otherwise promptly discharge any SpinCo IP Liabilities in accordance with their terms, whether arising prior to, on or after the Effective Time.

4.3           Other Terms and Conditions Incorporated by Reference . SpinCo acknowledges and agrees that with respect to the indemnification obligations set forth in Section 4.2 above, the terms and conditions of Section 4.4 (Indemnification Obligations Net of Insurance Proceeds and Other Amounts) through Section 4.10 (Survival of Indemnities) of the Separation Agreement are hereby incorporated by reference and shall apply to such indemnification obligations.

5.1           Agreement for Exchange of Information .

(a)          Each of Parent and SpinCo, on behalf of itself and each member of its Group, acknowledges and agrees that, with respect to Information relating to Software, Technology and Intellectual Property that it will own as a result of the Separation, each is entitled, subject to Section 5.1(b) below, to physical possession of such Information to the extent it is easily separable using commercially reasonable efforts. Each of Parent and SpinCo, on behalf of itself and each member of its Group, further acknowledges and agrees that Parent, or the applicable member of Parent Group, will retain possession of Embedded SpinCo Information.

(b)          Within three (3) months of the Effective Time, SpinCo shall provide to Parent all copies of Information comprising research documents relating to research conducted at the Laurel, MD, and Covington, VA facilities, and shall provide to Parent all copies of Information comprising research documents pertaining to research conducted at the Charleston, SC facility

(collectively, “ Research Information ”); provided , however , copies of Information comprising research documents pertaining to research conducted at the Charleston, SC facility that relate exclusively to lignin, asphalt, fatty acid, carbon, and tall oil Technology may be retained by SpinCo, but Information comprising research documents pertaining to research conducted at the Charleston, SC facility that relate to lignin, asphalt, fatty acid, carbon, and tall oil Technology and which are comingled with other Information comprising research documents unrelated to lignin, asphalt, fatty acid, carbon, and tall oil Technology must be provided to Parent. Components of such comingled research documents that relate to lignin, asphalt, fatty acid, carbon, and tall oil Technology will be provided to SpinCo by Parent pursuant to Section 5.1(c) below. SpinCo shall not retain possession of any of the Research Information.

(c)          Subject to the applicable confidentiality obligations of the Separation Agreement, each of Parent and SpinCo, on behalf of itself and each member of its Group, agrees to use commercially reasonable efforts to provide or make available, or cause to be provided or made available, to the other Party and the members of such other Party’s Group, at any time before, on or after the Effective Time, as soon as reasonably practicable after written request therefor, any Information (or a copy thereof) (including Embedded SpinCo Information) in the possession or under the control of such Party or its Group which the requesting Party or its Group requests to the extent that (i) such Information relates to any SpinCo IP Asset or SpinCo IP Liability, if SpinCo is the requesting Party; (ii) such Information is necessary for Parent or any member of Parent Group to exercise its rights under the license granted in Section 3.1 of this Agreement, if Parent is the requesting Party; (iii) such Information is required by the requesting Party to comply with its obligations under this Agreement; or (iv) such Information is required by the requesting Party to comply with any obligation imposed by any Governmental Authority; provided , however , that, in the event that the Party to whom the request has been made determines that any such provision of Information could be detrimental to the Party providing the Information, violate any Law or agreement, or waive any privilege available under applicable Law, including any attorney-client privilege, then the Parties shall use commercially reasonable efforts to permit compliance with such obligations to the extent and in a manner that avoids any such harm or consequence.  The Party providing Information pursuant to this Section 5.1(c) shall only be obligated to provide such Information in the form, condition and format in which it then exists, and in no event shall such Party be required to perform any improvement, modification, conversion, updating or reformatting of any such Information, and nothing in this Section 5.1 shall expand the obligations of a Party under Section 5.4 .

5.2           Ownership of Information . The provision of any Information pursuant to Section 5.1 shall not affect the ownership of such Information (which shall be determined solely in accordance with the terms of this Agreement, the Separation Agreement and the Ancillary Agreements), or constitute a grant of rights in or to any such Information (such grant of rights, to the extent they exist, are expressly addressed elsewhere in this Agreement).

5.3           Compensation for Providing Information . The Party requesting Information agrees to reimburse the other Party for the reasonable costs, if any, of creating, gathering, copying, transporting and otherwise complying with the request with respect to such Information (including any reasonable costs and expenses incurred in any review of Information for purposes of protecting the Privileged Information of the providing Party or in connection with the restoration of backup media for purposes of providing the requested Information). Except as may be otherwise

specifically provided elsewhere in this Agreement, the Separation Agreement, any other Ancillary Agreement or any other agreement between the Parties, such costs shall be computed in accordance with the providing Party’s standard methodology and procedures.

5.4           Other Rights and Obligations . The rights and obligations of the Parties under Section 6.4 (Record Retention), Section 6.5 (Limitation of Liability), Section 6.6 (Other Agreements Providing for Exchange of Information), Section 6.7 (Production of Witnesses; Records; Cooperation), Section 6.8 (Privileged Matters), Section 6.9 (Confidentiality), and Section 6.10 (Protective Arrangements) of the Separation Agreement are hereby incorporated into this Section  5 as if fully set forth herein. To the extent (a) Parent, or any member of the Parent Group, receives from SpinCo, or any member of the SpinCo Group, or (b) SpinCo, or any member of the SpinCo Group receives from Parent, or any member of the Parent Group, any Information that is trade secret under applicable law, the five (5) year confidentiality period of Section 6.9(a) of the Separation Agreement with respect to such Information shall be extended until such time as the received Information is no longer trade secret .

6.1           Further Assurances .

(a)          In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties shall use its commercially reasonable efforts, prior to, on and after the Effective Time, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable Laws, regulations and agreements to consummate and make effective the transactions contemplated by this Agreement.

(b)          Without limiting the foregoing, prior to, on and after the Effective Time, each Party hereto shall cooperate with the other Party, and without any further consideration, but at the expense of the requesting Party, to execute and deliver, or use its reasonable best efforts to cause to be executed and delivered, all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all Approvals or Notifications of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument (including any consents or Governmental Approvals), and to take all such other actions as such Party may reasonably be requested to take by the other Party from time to time, consistent with the terms of this Agreement, in order to effectuate the provisions and purposes of this Agreement and the transfers of the SpinCo IP Assets and the assignment and assumption of the SpinCo IP Liabilities and the other transactions contemplated hereby and thereby.

(c)          On or prior to the Effective Time, Parent and SpinCo in their respective capacities as direct and indirect shareholders of the members of their Groups, shall each ratify any actions which are reasonably necessary or desirable to be taken by Parent, SpinCo or any of the members of their respective Groups, as the case may be, to effectuate the transactions contemplated by this Agreement.

7.1           Termination . This Agreement may be terminated at any time prior to the Effective Time by Parent, in its sole and absolute discretion, without the approval or consent of any other Person, including SpinCo. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by a duly authorized officer of each of the Parties.

7.2           Effect of Termination . In the event of any termination of this Agreement prior to the Effective Time, no Party (nor any of its directors, officers, employees or agents) shall have any Liability or further obligation to the other Party by reason of this Agreement.

8.1           Counterparts; Entire Agreement; Corporate Power .

(a)          This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party.

(b)          This Agreement and the Separation Agreement and the Exhibits, Schedules and appendices hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties with respect to this Agreement.

(c)          Parent represents on behalf of itself and each other member of the Parent Group, and SpinCo represents on behalf of itself and each other member of the SpinCo Group, as follows:

(i)          each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and

(ii)         this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms thereof.

(d)          Each Party acknowledges that it and each other Party may execute this Agreement by facsimile, stamp or mechanical signature, and that delivery of an executed counterpart of a signature page to this Agreement (whether executed by manual, stamp or mechanical signature) by facsimile or by email in portable document format (PDF) shall be effective as delivery of such executed counterpart of this Agreement. Each Party expressly adopts and confirms each such facsimile, stamp or mechanical signature (regardless of whether delivered in person, by mail, by courier, by facsimile or by email in portable document format (PDF)) made in its respective name as if it were a manual signature delivered in person, agrees that it will not assert that any such signature or delivery is not adequate to bind such Party to the same extent as if it were signed manually and delivered in person and agrees that, at the reasonable request of the other Party at any time, it will as promptly as reasonably practicable cause this Agreement to be

manually executed (any such execution to be as of the date of the initial date thereof) and delivered in person, by mail or by courier.

8.2           Other Incorporated Miscellaneous Terms . The terms and conditions set forth in Section 10.2 (Governing Law) through Section 10.19 (Mutual Drafting) of the Separation Agreement are hereby incorporated into this Section 8 as if fully set forth herein.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Parties have caused this Intellectual Property Agreement to be executed by their duly authorized representatives.

Exhibit 10.10

September 18, 2015

Mr. John Fortson
2329 Clover Lane
Northfield, IL 60093

Dear John:

I am pleased to offer you employment with WestRock as Chief Financial Officer of Ingevity, reporting to me. Your position will be located in Charleston, SC and your start date will be October 19, 2015. The purpose of this letter is to describe the general terms and conditions of your employment with WestRock and Ingevity (or the “Company”).

COMPENSATION

Your annualized gross salary, before applicable deductions and withholdings, will be $475,000. In addition, you will be eligible to participate in an annual bonus plan with a threshold payout of 35%, target payout of 70% and a maximum payout of 140% of your base pay. Payouts under the annual bonus plan will be tied to the achievement of organization performance goals. For the time period between your start date and the spin-off of Ingevity, you will receive a pro-rated cash payment reflecting payout at target.

Commencing in 2017, your compensation package will include an annual long term incentive (LTI), initially in the form of restricted stock unit grants and stock options, contingent each year on the approval of the Compensation Committee of the Board of Directors. We would expect the annual grant to have a target value of 175% of your annual salary. Both stock grants and stock options would have a vesting period ranging from three (3) to five (5) years. The restricted stock may also have company performance requirements that impact the final payout by multipliers ranging from 0% to 200%. The type and mix of LTI instruments used are subject to change.

At the time of the spin-off of Ingevity, you will receive an LTI award with a target value of $1,000,000, which valuation will be based on the IPO price, in a combination of time vested restricted stock units, performance based restricted stock units and options in Ingevity.

You will receive a time-vested restricted stock unit grant with a value of $750,000 effective as of the date of the spin-off, which valuation will be based on the IPO price. One-third of this time-vested restricted stock unit grant will vest on the one, two and three year anniversaries of your start date, respectively, assuming you are employed on such anniversaries.

You will receive a one-time bonus of $250,000 to assist with transition expenses. This amount will be reduced by applicable deductions and withholdings and will be paid on your first regularly scheduled paycheck from WestRock. In the event that you voluntarily leave the Company within twelve (12) months of hire, you will reimburse the Company the bonus, reduced by 1/12 for each month of employment, unless you leave your employment with

Mr. John Fortson
September 18, 2015
Page 2

WestRock as a result of its determination not to spin-off Ingevity. This payment shall be made to the Company no later than thirty (30) days after said termination.

In the event WestRock determines not to spin-off Ingevity and, within sixty (60) days thereafter, you voluntarily terminate your employment with WestRock, you will receive $1,638,750, which will be paid in twelve equal monthly installments beginning thirty (30) days after termination of your employment, unless a delay in payment is required to comply with Section 409A.

BENEFITS

In addition to your salary, you will be eligible for benefits commensurate with the benefits offered to all other WestRock or Ingevity employees, as applicable, in a similar status, subject to any applicable restrictions or waiting periods. You will start with three weeks of vacation.

RELOCATION

You are also eligible for a Guaranteed Buy Out (GBO) relocation package. Information about your relocation package is attached. Additionally, during the initial six months of your employment, we will reimburse reasonable commuting expenses between your home and Charleston.

SEVERANCE; CHANGE OF CONTROL

If you are terminated by WestRock or Ingevity for any reason other than “Cause” before January 1, 2019, you will be entitled to severance in an amount equal to eighteen (18) months of your then current salary and target bonus for such period. “Cause” would include your engagement in fraud or your gross misconduct, gross negligence, disloyalty, gross insubordination, breach of trust, or breach of any material provisions of your conditions of employment or your conviction of a felony.

If a “Change in Control Termination Event” occurs on or before January 1, 2019, you will be entitled to severance in an amount equal to twenty four (24) months of your then current salary and target bonus for such period. A “Change in Control Termination Event” means that you are terminated by WestRock or Ingevity or either of their successors other than for Cause or you terminate your employment with WestRock, Ingevity or either of their successors for Good Reason (as defined below) within 1 year following a Change in Control (as defined below), provided that you are employed by WestRock or Ingevity on the date of the Change in Control. A “Change in Control” means the consummation of any reorganization, merger, consolidation or share exchange unless the persons who were the beneficial owners of the outstanding shares of the common stock of WestRock or Ingevity immediately before the consummation of such transaction beneficially own more than 50% of the outstanding shares of the common stock of

Mr. John Fortson
September 18, 2015
Page 3

the successor or survivor corporation in such transaction immediately following the consummation of such transaction. “Good Reason” means that, with respect to your employment at West Rock or Ingevity or any of their successors, you are assigned duties that are inconsistent with your position immediately prior to the Change in Control or your annual base salary is reduced or a material element of your compensation is reduced or eliminated or you are relocated to an office that is more than fifty miles from Charleston.

Such severance payments will be made to you over the period of time equal to the period used to calculate your severance amount (either eighteen (18) or twenty four (24) months, as applicable) and will be payable only if, at the time your employment is terminated, you enter into (and do not revoke) a release of claims and you enter into a noncompetition and nonsolicitation agreement with a term that will be concurrent with the term during which you are entitled to receive severance payments. Payments will begin thirty (30) days after you terminate employment, unless a delay in payment is required as explained below under “Compliance with Section 409A.” The parties will agree to the terms of the release and noncompetition and nonsolicitation agreement promptly following your execution of this letter agreement. In addition, in the event of a Change in Control Termination Event, all LTI awards granted to you during the initial twelve (12) months after you commence employment with WestRock will vest at target upon such event.

COMPLIANCE WITH SECTION 409A

It is intended that the provisions of this letter agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and all arrangements set forth herein shall be construed, interpreted and implemented in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.

For purpose of any payments to be made upon your termination of employment, such term will mean your “separation from service” as defined under Section 409A. For purposes of Section 409A, each payment of deferred compensation under this agreement will be deemed to be a separate payment. In the event that any payments under this letter agreement constitute “deferred compensation” subject of Section 409A and you are a “specified employee” as defined under Section 409A, no such payments will be made until six (6) months following your termination of employment, or if earlier, the date of your death. Any such payments that are delayed will be paid six (6) months following your termination, or, if earlier, the date of your death.

If the time period in which you may execute or revoke the release of claims or execute the noncompete and nonsolicitation agreement described above under “Severance; Change of Control” spans two calendar years, no payments subject to Section 409A will be made until the second such calendar year.

Mr. John Fortson
September 18, 2015
Page 4

ENTIRE AGREEMENT/EMPLOYMENT AT WILL

This offer letter contains the entire understanding between you and the Company and supersedes any prior representations, in any form, that may have been made regarding your prospective employment at the Company and may not be changed or modified in any way except in writing from an authorized representative of the Company. Nothing contained in this offer letter is intended or should be construed as a contract for employment, either express or implied, with WestRock or Ingevity. Should you accept this offer of employment, you understand that your employment will be on an at-will basis and is not for any fixed period of time. This means that either you or the Company can terminate the employment relationship at any time, with or without cause.

EMPLOYMENT ELIGIBILITY

This offer of employment is contingent upon submission of satisfactory proof of your identity and your legal authorization to work in the United States. If you fail to submit this proof within three (3) business days of your start date, federal law prohibits us from employing you. In addition, this offer is contingent upon satisfactory completion of a background investigation relating to your ability to perform satisfactorily the duties of your position as well as successfully passing a drug screen. By signing this offer letter and accepting this contingent offer of employment, you hereby release the Company, its subsidiaries and affiliates, and their respective officers, directors, employees, and agents, and any entities or individuals who may provide the Company with information regarding your background, from any liability of any kind or nature in connection with requesting or providing such information.

CURRENT AND PRIOR EMPLOYERS

The Company is hiring you because of your skills, abilities and qualifications for the work to be performed. We are not hiring you in order to obtain trade secrets, confidential or proprietary information from any of your current or prior employers (collectively, “Confidential Information”). Accordingly, as we have indicated to you, you shall not bring with you to your employment, or use in any other manner, any Confidential Information from such current or prior employers. Therefore, please make certain that you return any such Confidential Information to your current or prior employers, if you have not done so already, before you commence your employment with WestRock. Further you agree that in the course of your employment with the Company, you will not disclose to the Company or use on behalf of the Company any legally protected Confidential Information or documents of any current or former employer.

You have advised us and acknowledge that you are not a party to any type of confidentiality, non-compete, non-solicitation or other agreement between you and any current or former

Mr. John Fortson
September 18, 2015
Page 5

employer, or the subject of any court order, that restricts or might restrict your employment or duties with the Company.

CONDITIONS OF EMPLOYMENT

This offer remains open until September 25. If the terms of this offer are acceptable, please indicate your agreement by signing, dating and returning this offer letter to me so that it is received by September 25. You will be contacted regarding the background check and drug screening should you accept the position and the offer is effective.

John, I genuinely hope you will accept this offer to join us. I believe you will make an outstanding CFO of Ingevity and contribute greatly to its future success. We are looking forward to the prospect of you being part of our team.

Sincerely,

Michael Wilson

Chief Executive Officer, Ingevity

Mr. John Fortson
September 18, 2015
Page 6

ACCEPTED:

Exhibit 10.11

October 2, 2015

Ms. Katherine P. Burgeson

610 Dover Bluff Circle

Manakin Sabot, VA 23103

Dear Kathy:

I am pleased to offer you employment as General Counsel and Secretary of Ingevity Corporation, reporting to me. Your position will be located in Charleston, SC and your start date will be November 1, 2015. The purpose of this letter is to describe the general terms and conditions of your employment with Ingevity (or the “Company”).

COMPENSATION

Your annualized gross salary, before applicable deductions and withholdings, will be $320,000. In addition, you will be eligible to participate in an annual bonus plan with a target payout of 45% of your base pay. Payouts under the annual bonus plan will be tied to the achievement of organization performance goals. For the time period between October 1, 2015 and the spin-off of Ingevity, you will receive a pro-rated cash payment reflecting payout at target.

Commencing in 2017, your compensation package will include an annual long-term incentive (LTI), initially in the form of restricted stock unit grants and stock options, contingent each year on the approval of the Compensation Committee of the Board of Directors. We would expect the annual grant to have a target value of 85% of your annual salary. Both stock unit grants and stock options would have a vesting period ranging from three (3) to five (5) years. The restricted stock units may also have company performance requirements that impact the final payout by multipliers ranging from 0% to 200%. The type and mix of LTI instruments used are subject to change.

At the time of the spin-off of Ingevity, you will receive an LTI award with a target value of $270,000 which valuation will be based on the IPO price, in a combination of time vested restricted stock units, performance based restricted stock units and options in Ingevity.

You will receive a one-time bonus of $50,000 to assist with transition expenses. This amount will be reduced by applicable deductions and withholdings and will be paid on your first regularly scheduled paycheck in November. In the event that you voluntarily leave the Company within twelve (12) months of your November 1, 2015 start date, you will reimburse the Company the bonus, reduced by 1/12 for each month after your November 1, 2015, unless you leave your employment with WestRock as a result of its determination not to spin-off Ingevity. This payment shall be made to the Company no later than thirty (30) days after said termination.

Ms. Katherine P. Burgeson

October 2, 2015

Page 2

In the event WestRock determines not to spin-off Ingevity and, within sixty (60) days thereafter, you voluntarily terminate your employment with WestRock, you will receive $719,822, which will be paid in twelve equal monthly installments beginning thirty (30) days after termination of your employment, unless a delay in payment is required to comply with Section 409A.

Commencing on November 1, 2015, you will become an employee of Ingevity and you hereby acknowledge and agree that you are not, and will not be, entitled to any severance or change of control payments as a result of your termination of employment with WestRock or MeadWestvaco. In addition, you hereby waive any rights to severance that you may have had in connection with your employment with WestRock or MeadWestvaco.

BENEFITS

In addition to your salary, you will be eligible for benefits commensurate with the benefits offered to all other Ingevity employees, as applicable, in a similar status, subject to any applicable restrictions or waiting periods.

RELOCATION

You are also eligible for a Guaranteed Buy Out (GBO) relocation package. Information about your relocation package is attached. Additionally, during the initial six months of your employment, we will reimburse your reasonable commuting expenses between your home and Charleston.

SEVERANCE; CHANGE OF CONTROL

If you are terminated by Ingevity for any reason other than “Cause” before January 1, 2019, you will be entitled to severance in an amount equal to eighteen (18) months of your then current salary and target bonus for such period. “Cause” would include your engagement in fraud or your gross misconduct, gross negligence, disloyalty, gross insubordination, breach of trust, or breach of any material provisions of your conditions of employment or your conviction of a felony.

If a “Change in Control Termination Event” occurs on or before January 1, 2019, you will be entitled to severance in an amount equal to twenty four (24) months of your then current salary and target bonus for such period. A “Change in Control Termination Event” means that you are terminated by Ingevity or its successor other than for Cause or you terminate your employment with Ingevity or its successor for Good Reason (as defined below) within 1 year following a Change in Control (as defined below), provided that you are employed by Ingevity on the date of the Change in Control. A “Change in Control” means the consummation of any reorganization, merger, consolidation or share exchange unless the persons who were the beneficial owners of the outstanding shares of the common stock of Ingevity immediately before the consummation of such transaction beneficially own more than 50% of the outstanding shares of the common stock of the successor or survivor corporation in such transaction immediately following the consummation of such transaction. “Good Reason” means that, with respect to

Ms. Katherine P. Burgeson

October 2, 2015

Page 3

your employment at Ingevity or its successors, you are assigned duties that are inconsistent with your position immediately prior to the Change in Control or your annual base salary is reduced or a material element of your compensation is reduced or eliminated or you are relocated to an office that is more than fifty miles from Charleston.

Such severance payments will be made to you over the period of time equal to the period used to calculate your severance amount (either eighteen (18) or twenty four (24) months, as applicable) and will be payable only if, at the time your employment is terminated, you enter into (and do not revoke) a release of claims and you enter into a noncompetition and nonsolicitation agreement with a term that will be concurrent with the term during which you are entitled to receive severance payments. Payments will begin thirty (30) days after you terminate employment, unless a delay in payment is required as explained below under “Compliance with Section 409A.” The parties will agree to the terms of the release and noncompetition and nonsolicitation agreement promptly following your execution of this letter agreement. In addition, in the event of a Change in Control Termination Event, all LTI awards granted to you during the initial twelve (12) months after you commence employment with WestRock will vest at target upon such event.

COMPLIANCE WITH SECTION 409A

It is intended that the provisions of this letter agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and all arrangements set forth herein shall be construed, interpreted and implemented in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.

For purpose of any payments to be made upon your termination of employment, such term will mean your “separation from service” as defined under Section 409A. For purposes of Section 409A, each payment of deferred compensation under this agreement will be deemed to be a separate payment. In the event that any payments under this letter agreement constitute “deferred compensation” subject of Section 409A and you are a “specified employee” as defined under Section 409A, no such payments will be made until six (6) months following your termination of employment, or if earlier, the date of your death. Any such payments that are delayed will be paid six (6) months following your termination, or, if earlier, the date of your death.

If the time period in which you may execute or revoke the release of claims or execute the noncompete and nonsolicitation agreement described above under “Severance; Change of Control” spans two calendar years, no payments subject to Section 409A will be made until the second such calendar year.

Ms. Katherine P. Burgeson

October 2, 2015

Page 4

ENTIRE AGREEMENT/EMPLOYMENT AT WILL

This offer letter contains the entire understanding between you and the Company and supersedes any prior representations, in any form, that may have been made regarding your prospective employment at the Company and may not be changed or modified in any way except in writing from an authorized representative of the Company. Nothing contained in this offer letter is intended or should be construed as a contract for employment, either express or implied, with WestRock or Ingevity. Should you accept this offer of employment, you understand that your employment will be on an at-will basis and is not for any fixed period of time. This means that either you or the Company can terminate the employment relationship at any time, with or without cause.

This offer remains open until October85. If the terms of this offer are acceptable, please indicate your agreement by signing, dating and returning this offer letter to me so that it is received by October 8.

Kathy, I genuinely hope you will accept this offer to join us. I believe you will make an outstanding General Counsel and Secretary of Ingevity and contribute greatly to its future success. We are looking forward to the prospect of you being part of our team.

Sincerely,

Michael Wilson

Chief Executive Officer, Ingevity

Ms. Katherine P. Burgeson

October 2, 2015

Page 5

ACCEPTED:

Exhibit 10.12

July 24, 2015

Mr. Michael Wilson
1480 Treeline Dr.
Malvern, PA 19355

Dear Michael:

I am pleased to offer you employment with WestRock as Chief Executive Officer of Ingevity, our specialty chemicals business. Until the spin-off of Ingevity, you will report to me. Your position will be located in Charleston, South Carolina. The purpose of this letter is to describe the general terms and conditions of your employment with WestRock and Ingevity (or the “Company”).

COMPENSATION

Your annualized gross salary, before applicable deductions and withholding, will be $800,000. In addition, you will be eligible to participate in an annual bonus plan with a threshold payout of 50%, target payout of 100% and a maximum payout of 200% of your base pay. Payouts under the annual bonus plan will be tied to the achievement of organization performance goals. For the time period between your start date and the spin-off, you will receive a pro-rated cash payment reflecting payout at target.

Commencing in 2017, your compensation package will include an annual long term incentive (LTI), initially, in the form of restricted stock grants and stock options, contingent each year on the approval of the Compensation Committee of the Board of Directors. We would expect the annual grant to have a target value of 200% of your annual salary. Both stock grants and stock options would have a vesting period ranging from three (3) to five (5) years. The restricted stock may also have company performance requirements that impact the final payout by multipliers ranging from 0% to 200%. The type and mix of LTI instruments used are subject to change.

At the time of the spin-off of Ingevity, you will receive an LTI award with a target value of $2,000,000 in a combination of time vested restricted stock, performance based restricted stock and options in Ingevity.

You will receive a time-vested restricted stock unit grant with a value of $1,000,000 effective as of the date of the spin-off, which valuation will be based on the IPO price. One-third of this time-vested restricted stock unit grant will vest on the one, two and three year anniversaries of your start date, respectively. If you are terminated by WestRock or Ingevity for any reason other than “Cause” (as such term is hereinafter defined), this time-vested award will fully vest upon the termination of your employment.

Mr. Michael Wilson

July 24, 2015

You will receive a one-time bonus of $500,000 to assist with transition expenses. This amount will be reduced by applicable deductions and withholding and will be paid on your first regularly scheduled paycheck from WestRock. In the event that you voluntarily leave WestRock or Ingevity within twelve (12) months of hire, you will reimburse WestRock or Ingevity the signing bonus, reduced by 1/12 for each month of employment, unless you leave your employment with WestRock as a result of its determination not to spin-off Ingevity. This payment will be made to WestRock or Ingevity no later than thirty (30) days after said termination.

In the event WestRock determines not to spin-off Ingevity and, within sixty (60) days thereafter, you voluntarily terminate your employment with WestRock, you will receive $3,200,000, paid in twenty-four (24) equal monthly installments beginning thirty (30) days after termination of your employment, unless a delay in payment is required as explained below under “Compliance with Section 409A.”

BENEFITS

In addition to your salary, you will be eligible for benefits commensurate with the benefits offered to all other WestRock or Ingevity employees (as applicable) in a similar status, subject to any applicable restrictions, waiting periods and other terms and conditions. You will start with five weeks of vacation.

RELOCATION

You are also eligible for a Guaranteed Buy Out (GBO) relocation package. Information about your relocation package is attached. Additionally, during the initial year of your employment, we will reimburse reasonable commuting expenses between your home and Charleston.

SEVERANCE; CHANGE OF CONTROL

If you are terminated by WestRock or Ingevity for any reason other than “Cause” before January 1, 2019, you will be entitled to severance in an amount equal to two (2) years of your then current salary and target bonus for such period. “Cause” would include your engagement in fraud or your gross misconduct, gross negligence, disloyalty, gross insubordination, breach of trust, or breach of any material provisions of your conditions of employment or your conviction of a felony.

If a “Change in Control Termination Event” occurs on or before January 1, 2019, you will be entitled to severance in an amount equal to three (3) years of your then current salary and target bonus for such period. A “Change in Control Termination Event” means that you are terminated by WestRock or Ingevity or either of their successors other than for Cause or you terminate your employment with WestRock, Ingevity or either of their successors for Good Reason (as defined below) within 1 year following a Change in Control (as defined below), provided that you are employed by WestRock or Ingevity on the date of the Change in Control. A “Change in Control” means the consummation of any reorganization, merger, consolidation or share exchange unless the persons who were the beneficial owners of the outstanding shares of the common stock of WestRock or Ingevity immediately before the consummation of such transaction beneficially own more than 50% of the outstanding shares of the common stock of

Mr. Michael Wilson

July 24, 2015

the successor or survivor corporation in such transaction immediately following the consummation of such transaction. “Good Reason” means that, with respect to your employment at WestRock or Ingevity or either of their successors, you are assigned duties that are inconsistent with your position immediately prior to the Change in Control or your annual base salary is reduced or a material element of your compensation is reduced or eliminated or you are relocated to an office that is more than fifty miles from Charleston.

Such severance payments will be made to you over the period of time equal to the period used to calculate your severance amount (either two (2) or three (3) years, as applicable) and will be payable only if, at the time your employment is terminated, you enter into (and do not revoke) a release of claims and you enter into a noncompetition and nonsolicitation agreement with a term that will be concurrent with the term during which you are entitled to receive severance payments. Payments will begin thirty (30) days after you terminate employment, unless a delay in payment is required as explained below under “Compliance with Section 409A.” The parties will agree to the terms of the release and noncompetition and nonsolicitation agreement promptly following your execution of this letter agreement. In addition, in the event of a Change in Control Termination Event, all LTI awards granted to you during the initial twelve (12) months after you commence employment with WestRock will vest at target upon such event.

COMPLIANCE WITH SECTION 409A

It is intended that the provisions of this letter agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and all arrangements set forth herein shall be construed, interpreted and Implemented in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.

For purposes of any payments to be made upon your termination of employment, such term will mean your “separation from service” as defined under Section 409A. For purposes of Section 409A, each payment of deferred compensation under this agreement will be deemed to be a separate payment. In the event that any payments under this letter agreement constitute “deferred compensation” subject to Section 409A and you are a “specified employee” as defined under Section 409A, no such payments will be made until six (6) months following your termination of employment, or if earlier, the date of your death. Any such payments that are delayed will be paid six (6) months following your termination, or, if earlier, the date of your death.

If the time period in which you may execute or revoke the release of claims or execute the noncompete and nonsolicitation agreement described above under “Severance; Change of Control” spans two calendar years, no payments subject to Section 409A will be made until the second such calendar year.

ENTIRE AGREEMENT/EMPLOYMENT AT WILL

This offer letter contains the entire understanding between you and the Company and supersedes any prior representations, in any form, that may have been made regarding your prospective employment at the Company and may not be changed or modified in any way except in writing from an authorized representative of the Company. Nothing contained in this offer letter is

Mr. Michael Wilson

July 24, 2015

intended or should be construed as a contract for employment, either express or implied, with WestRock or Ingevity. Should you accept this offer of employment, you understand that your employment will be on an at-will basis and is not for any fixed period of time. This means that either you or the Company can terminate the employment relationship at any time, with or without cause.

EMPLOYMENT ELIGIBILITY

This offer of employment is contingent upon submission of satisfactory proof of your identity and your legal authorization to work in the United States. If you fail to submit this proof within three (3) business days of your start date, federal law prohibits us from employing you. In addition, this offer is contingent upon satisfactory completion of a background investigation relating to your ability to perform satisfactorily the duties of your position as well as successfully passing a drug screen. By signing this offer letter and accepting this contingent offer of employment, you hereby release the Company, its subsidiaries and affiliates, and their respective officers, directors, employees, and agents, and any entities or individuals who may provide the Company with information regarding your background, from any liability of any kind or nature in connection with requesting or providing such information.

CURRENT AND PRIOR EMPLOYERS

WestRock is hiring you because of your skills, abilities and qualifications for the work to be performed. We are not hiring you in order to obtain trade secrets, confidential or proprietary information from any of your current or prior employers (collectively, “Confidential Information”). Accordingly, as we have indicated to you, you shall not bring with you to your employment, or use in any other manner, any Confidential Information from such current or prior employers. Therefore, please make certain that you return any such Confidential Information to your current or prior employers, if you have not done so already, before you commence your employment with WestRock. Further you agree that in the course of your employment with the Company, you will not disclose to the Company or use on behalf of the Company any legally protected Confidential Information or documents of any current or former employer.

You have advised us and acknowledge that you are not a party to any type of confidentiality, non-compete, non-solicitation or other agreement between you and any current or former employer, or the subject of any court order, that restricts or might restrict your employment or duties with the Company.

CONDITIONS OF EMPLOYMENT

This offer remains open until July 27, 2015. If the terms of this offer are acceptable, please indicate your agreement by signing, dating and returning this offer letter to me so that it is received by July 24. You will then be contacted regarding the background check and drug screening should you accept the position.

Mr. Michael Wilson

July 24, 2015

Michael, I genuinely hope you will accept this offer to join us. I believe you will make an outstanding CEO of Ingevity and contribute greatly to its future success. We are looking forward to the prospect of your being a part of our team and that of Ingevity.

Sincerely,

Steve Voorhees
Chief Executive Officer

ACCEPTED:

Exhibit 10.13

form of

INGEVITY CORPORATION

2016 OMNIBUS INCENTIVE PLAN

Effective [___], 2016

Section 1

Purpose and Objectives

The primary purposes of the Plan are (a) to reward selected corporate officers, key employees and non-employee directors of the Company and its Subsidiaries by enabling them to acquire shares of common stock of the Company and/or through the provision of long term and short term cash payments, and (b) to assume and govern other awards pursuant to the adjustment of awards granted under any MeadWestvaco Long-Term Incentive Plan (as defined in the Employee Matters Agreement) in accordance with the terms of the Employee Matters Agreement (“ Adjusted Awards ”). The Plan is designed to attract and retain employees and non-employee directors of the Company and its Subsidiaries and to encourage a sense of proprietorship in the Company and its Subsidiaries.

Section 2

Definitions

As used herein, the terms set forth below shall have the following respective meanings:

(a)           “ 409(A) CIC ” means the consummation of a “change in ownership” of the Company, a “change in effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company, and in each case, as defined under Code Section 409A.

(b)           “ Authorized Officer ” means the Chairman of the Board, the Chief Executive Officer of the Company or the Chief Human Resources Officer of the Company (or any other senior officers of the Company to whom any of such individuals shall delegate the authority to execute any Award Agreement).

(c)           “ Adjusted Awards ” has the meaning set forth in Section 1.

(d)           “ Applicable Pro-Ration Factor ” has the meaning set forth in Section 14.2(b).

(e)           “ Award ” means the grant of any Option, Stock Appreciation Right, Stock Award, or Cash Award, any of which may be structured as a Performance Award, whether granted singly, in combination or in tandem, to a Participant pursuant to such applicable terms, conditions, and limitations as the Committee may establish in accordance with the objectives of this Plan. The term Award shall include Adjusted Awards.

(f)           “ Award Agreement ” means the document (in written or electronic form) communicating the terms, conditions and limitations applicable to an Award. The Committee may, in its discretion, require that the Participant execute such Award Agreement, or may provide for procedures through which Award Agreements are made available but not executed. Any Participant who is granted an Award and who does not affirmatively reject the applicable Award Agreement shall be deemed to have accepted the terms of Award as embodied in the Award Agreement.

(g)           “ Board ” means the Board of Directors of the Company.

(h)           “ Business Combination ” has the meaning set forth in Section 14.5(c)

(i)           “ Cash Award ” means an Award denominated in cash.

(j)           “ Cause ” means, unless otherwise provided in an Award Agreement, (i) “Cause” as defined in any individual agreement to which the applicable Participant is a party, or (ii) if there is no such individual agreement or if it does not define Cause: (A) the willful or gross neglect by a Participant of his employment duties; (B) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by a Participant; (C) a material breach by a Participant of a fiduciary duty owed to the Company or any of its Subsidiaries; or (D) a material breach by a Participant of any nondisclosure, non-solicitation or non-competition obligation owed to the Company or any of its Subsidiaries.

(k)           “ Change in Control ” has the meaning set forth in Section 14.5.

(l)           “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

(m)           “ Committee ” means the Compensation Committee of the Board, and any successor committee thereto or such other committee of the Board as may be designated by the Board to administer this Plan in whole or in part including any subcommittee of the Board as designated by the Board.

(n)           “ Common Stock ” means the Common Stock of the Company.

(o)           “ Company ” means Ingevity Corporation or any successor thereto.

(p)           “ Corporate Transaction ” has the meaning set forth in Section 4.1(d)(i).

(q)           “ Disability ” means, unless otherwise provided in an Award Agreement, a disability that entitles the Employee to benefits under the Company’s long-term disability plan, as may be in effect from time to time, as determined by the plan administrator of the long-term disability plan, or if the Employee is not a participant under the Company’s long-term disability plan, as determined if the Employee were a participant in a long-term disability plan that covers similarly situated employees. Notwithstanding the foregoing, if an Award is subject to Code Section 409A and Disability is a payment event, the definition of Disability shall conform to the requirements of Treasury Regulation § 1.409A-3(i)(4)(i).

(r)           “ Disaffiliation ” means a Subsidiary ceasing to be a Subsidiary for any reason (including, without limitation, as a result of a public offering, or a spinoff or sale by the Company, of the stock of the Subsidiary) or a sale of a division of the Company.

(s)           “ Dividend Equivalents ” means, in the case of Restricted Stock Units or Performance Units, an amount equal to all dividends and other distributions (or the economic equivalent thereof) that are payable to shareholders of record during the Restriction Period or performance period, as applicable, on a like number of shares of Common Stock that are subject to the Award.

(t)           “ Effective Date ” has the meaning set forth in Section 16(a).

(u)           “ Employee ” means an employee of the Company or any of its Subsidiaries.

(v)          “ Employee Matters Agreement ” means the employee matters agreement entered into in between WRK and the Company.

(w)           “ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time.

(x)           “ Exercise Price ” means the price at which a Participant may exercise his right to receive cash or Common Stock, as applicable, under the terms of an Award.

(y)           “ Fair Market Value ” of a share of Common Stock means, as of a particular date, (1) if shares of Common Stock are listed on a national securities exchange, the closing sales price per share of Common Stock on the consolidated transaction reporting system for the principal national securities exchange on which shares of Common Stock are listed on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported, (2) if the Common Stock is not so listed, the average of the closing bid and asked price on that date, or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available, as reported by an inter-dealer quotation system, (3) if shares of Common Stock are not publicly traded, the most recent value determined by an independent appraiser appointed by the Committee for such purpose, or (4) if none of the above are applicable, the fair market value of a share of Common Stock as determined in good faith by the Committee.

(z)           “ Fiscal Year ” means the calendar year of the Company.

(aa)          “ Good Reason ” means (i) “Good Reason” as defined in any individual agreement or Award Agreement to which the applicable Participant is a party, or (ii) if there is no such individual agreement or if it does not define Good Reason, without the Participant’s prior written consent: (A) a material reduction in the Participant’s rate of annual base salary from the rate of annual base salary in effect for such Participant immediately prior to the Change in Control, (B) a relocation of the Participant’s principal place of business more than 35 miles from the city in which such Participant’s principal place of business was located immediately prior to the Change in Control or (C) a material and demonstrable adverse change in the nature and scope of the Participant’s duties from those in effect immediately prior to the Change in Control. In order to invoke a termination of employment for Good Reason, a Participant shall provide written notice to the Company of the existence of one or more of the conditions described in clauses (A) through (C) within 90 days following the Participant’s knowledge of the initial existence of such condition or conditions, and the Company shall have 30 days following receipt of such written notice (the “ Cure Period ”) during which it may remedy the condition. In the event that the Company fails to remedy the condition constituting Good Reason during the Cure Period, the Participant must terminate employment, if at all, within 90 days following the Cure Period in order for such Termination of Employment to constitute a Termination of Employment for Good Reason.

(bb)          “ Grant Date ” means (i) the date on which the Committee by resolution selects an eligible individual to receive a grant of an Award and determines the number of shares of Common Stock to be subject to such Award or the formula for earning a number of shares or cash amount, (ii) such later date as the Committee shall provide in such resolution or (iii) the initial date on which an Adjusted Award was granted under the applicable MeadWestvaco Long-Term Incentive Plan.

(cc)          “ Incumbent Board ” has the meaning set forth in Section 14.5(b)

(dd)          “ Incentive Stock Option ” means an Option that is intended to comply with the requirements set forth in Code Section 422.

(ee)          “Non-Employee Director” means anyone who serves on the Board, other than any employee of the Company.

(ff)          “ Nonqualified Stock Option ” means an Option that is not intended to comply with the requirements set forth in Code Section 422.

(gg)        “ Option ” means a right to purchase a specified number of shares of Common Stock at a specified Exercise Price, which is either an Incentive Stock Option or a Nonqualified Stock Option.