Exhibit 10.1

TAX MATTERS AGREEMENT

by and between

WESTROCK COMPANY

and

INGEVITY CORPORATION

Dated as of May 14, 2016

TABLE OF CONTENTS

TAX MATTERS AGREEMENT

THIS TAX MATTERS AGREEMENT (this “ Agreement ”), dated as of May 14, 2016, is by and between WestRock Company, a Delaware corporation (“ Parent ”), and Ingevity Corporation, a Delaware corporation (“ SpinCo ”). Each of Parent and SpinCo is sometimes referred to herein as a “ Party ” and, collectively, as the “ Parties .”

RECITALS

WHEREAS, Parent, through its respective Subsidiaries, is engaged in the Parent Business and the SpinCo Business;

WHEREAS, the Parent Board has determined that it is in the best interests of Parent and its stockholders to create a new publicly traded company which shall operate the SpinCo Business;

WHEREAS, Parent and SpinCo have entered into the Separation and Distribution Agreement, dated as of May 14, 2016 (the “ Separation and Distribution Agreement ”), providing for the separation of the SpinCo Business from the Parent Business, pursuant to which (a) Parent will, and will cause its Subsidiaries to, transfer the SpinCo Assets and the SpinCo Liabilities to SpinCo and its Subsidiaries, as a result of which transfer SpinCo and its Subsidiaries will own, directly and through their respective Subsidiaries, the SpinCo Business (the “ Restructuring ”) and (b) Parent will distribute all of the outstanding shares of common stock, par value $0.01 per share, of SpinCo (“ SpinCo Shares ”) owned by Parent to the Record Holders of the issued and outstanding shares of common stock, par value $0.01 per share, of Parent on a pro rata basis (the “ Distribution ”);

WHEREAS, Parent and its Subsidiaries have engaged in the Internal Contribution (as defined below) and Internal Distribution (as defined below) to facilitate the Distribution;

WHEREAS, for U.S. federal Income Tax purposes, it is intended that (i) the Contribution (as defined herein) and the Distribution, taken together, and (ii) the Internal Contribution and the Internal Distribution, taken together, shall in each case qualify as a tax-free transaction under Sections 355(a) and 368(a)(1)(D) of the Code; and

WHEREAS, the Parties wish to (a) provide for the payment of Tax liabilities and entitlement to refunds thereof, (b) allocate responsibility for, and cooperation in, the filing of Tax Returns, and provide for certain other matters relating to Taxes, and (c) set forth certain covenants and indemnities relating to the preservation of the tax-free status of certain steps of the Restructuring and the Distribution.

NOW, THEREFORE, in consideration of the foregoing and the terms, conditions, covenants and provisions of this Agreement, each of the Parties mutually covenants and agrees as follows:

Article I

DEFINITIONS

Section 1.01.          General . As used in this Agreement, the following terms shall have the following meanings:

“ Acquisition Transaction ” means a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported, permitted or solicited by management or shareholders of SpinCo, is a hostile acquisition, or otherwise, as a result of which SpinCo would merge or consolidate with or enter into any other reorganization transaction with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo and/or one or more holders of outstanding shares of Equity Securities of SpinCo, as the case may be, a number of shares of Equity Securities of SpinCo that would, when combined with any other direct or indirect changes in ownership of the Equity Securities of SpinCo pertinent for purposes of Section 355(e) of the Code (including the Parent Mergers), comprise a 50% or greater interest in SpinCo (A) by value, as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (B) by vote, as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, an Acquisition Transaction shall not include (A) the adoption by SpinCo of a shareholder rights plan or (B) issuances of Equity Securities by SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power shall be treated as an indirect acquisition of shares of Equity Securities by the shareholders whose voting power is increased thereby and any redemption of shares of Equity Securities shall be treated as an indirect acquisition of shares of Equity Securities by the non-exchanging shareholders. For purposes of this definition, each reference to SpinCo shall include a reference to any entity treated as successor thereto. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code or published IRS guidance with respect thereto shall be incorporated in this definition and its interpretation.

“ Adjustment ” means any change in the Tax liability of a taxpayer, whether in connection with a Tax Proceeding, resulting from a change in facts or subsequent transactions, pursuant to amendment or otherwise, determined issue-by-issue, transaction-by-transaction, or with respect to a taxable period, as the case may be.

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

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

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

“ Benefited Party ” has the meaning set forth in Section 6.01(b).

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

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

“ Combined Tax Return ” means a consolidated, combined, unitary, affiliated or similar Income Tax Return or Non-Income Tax Return that actually includes, by election or otherwise, one or more members of the Parent Group together with one or more members of the SpinCo Group.

“ Contribution ” means the contribution and assignment by Parent and certain of its Subsidiaries of certain SpinCo Assets and SpinCo Liabilities to SpinCo in exchange for SpinCo Shares and the Cash Transfer, pursuant to the Plan of Reorganization and the Separation and Distribution Agreement.

“ Disqualifying Action ” means a Parent Disqualifying Action or a SpinCo Disqualifying Action.

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

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

“ Due Date ” means (i) with respect to a Tax Return, the date (taking into account all valid extensions) on which such Tax Return is required to be filed under applicable Law and (ii) with respect to a payment of Taxes, the date on which such payment is required to be made to avoid the incurrence of interest, penalties and/or additions to Tax.

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

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

“ Equity Securities ” means, with respect to a Person, all classes or series of capital stock of such Person (or any entity treated as a successor to such Person) and all other instruments treated as stock in such Person (or any entity treated as a successor to such Person) for U.S. federal Income Tax purposes, and including all options, warrants or any other rights to acquire such stock.

“ Fifty-Percent or Greater Interest ” has the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code.

“ Final Determination ” means the final resolution of liability for any Tax or Tax Item, which resolution may be for a specific issue or adjustment or for a taxable period, by or as a result

of (i) IRS Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the taxpayer, or by a comparable form under the Laws of any Taxing Jurisdiction, except that an IRS Form 870 or 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for Refund or the right of the Taxing Authority to assert a further deficiency in respect of such issue or adjustment or for such taxable period (as the case may be); (ii) a final decision, judgment, decree or other order by any court of competent jurisdiction that can no longer be appealed; (iii) a final settlement with the IRS, a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the Laws of any Taxing Jurisdiction; (iv) any allowance of a Refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such Refund or credit may be recovered by the jurisdiction imposing the Tax; or (v) any other final resolution, including by reason of the expiration of the applicable statute of limitations, the execution of a pre-filing agreement with the IRS or other Taxing Authority or by mutual agreement of the Parties.

“ Income Tax Return ” means any Tax Return relating to Income Taxes.

“ Income Taxes ” means any Taxes measured by or calculated with respect to net income, profits, net receipts or gross receipts (including any margin Tax, capital Tax, excise Tax or franchise Tax), but excluding (i) any Transfer Taxes and (ii) those Taxes listed on Schedule 1.

“ Indemnified Party ” means the Party which is entitled to seek indemnification from another Party pursuant to the provisions of Article V.

“ Indemnifying Party ” means the Party from which another Party is entitled to seek indemnification pursuant to the provisions of Article V.

“ Information ” has the meaning set forth in Section 9.01.

“ Internal Contribution ” means the deemed contribution of assets to Internal Controlled upon its conversion to a state law corporation, pursuant to the Plan of Reorganization and the Separation and Distribution Agreement.

“ Internal Controlled ” shall mean the successor of WestRock Virginia Corporation, a Delaware corporation, after the completion of both (i) its conversion to a limited liability company organized under the laws of the State of Delaware disregarded as separate from Internal Distributing for U.S. federal income Tax purposes, and (ii) its subsequent conversion to a state law corporation, in each case pursuant to the Plan of Reorganization.

“ Internal Controlled Entity ” means any member of the Internal Controlled Group other than Internal Controlled.

“ Internal Controlled Group ” means individually or collectively, as the case may be, (a) Internal Controlled and any of its Subsidiaries (including, for the avoidance of doubt, any such Subsidiary that is treated as a “disregarded entity” for U.S. federal Income Tax purposes (or for purposes of any state, local or foreign Tax law)) immediately after the Internal Distribution (giving effect to the Restructuring completed up to such time and the Internal Distribution), (b) any

Person that shall have merged or liquidated into Internal Controlled or any such Subsidiary and (c) any predecessor or successor to any Person otherwise described in this definition.

“ Internal Distributing ” shall mean Ingevity Virginia Corporation, a Virginia corporation.

“ Internal Distributing Acquisition Transaction ” means a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported, permitted or solicited by management or shareholders of SpinCo and/or Internal Distributing, is a hostile acquisition, or otherwise, as a result of which Internal Distributing would merge or consolidate with or enter into any other reorganization transaction with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from Internal Distributing and/or one or more holders of outstanding shares of Equity Securities of Internal Distributing, as the case may be, a number of shares of Equity Securities of Internal Distributing that would, when combined with any other direct or indirect changes in ownership of the Equity Securities of Internal Distributing pertinent for purposes of Section 355(e) of the Code (including the Parent Mergers), comprise a 50% or greater interest in Internal Distributing (A) by value, as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (B) by vote, as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, an Internal Distributing Acquisition Transaction shall not include (A) the adoption by Internal Distributing of a shareholder rights plan or (B) issuances of Equity Securities by Internal Distributing that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power shall be treated as an indirect acquisition of shares of Equity Securities by the shareholders whose voting power is increased thereby and any redemption of shares of Equity Securities shall be treated as an indirect acquisition of shares of Equity Securities by the non-exchanging shareholders. For purposes of this definition, each reference to Internal Distributing shall include a reference to any entity treated as successor thereto. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code or published IRS guidance with respect thereto shall be incorporated in this definition and its interpretation.

“ Internal Distributing Active Trade or Business ” means the active conduct (as defined in Section 355(b)(2) of the Code and the regulations thereunder) by Internal Distributing and its “separate affiliated group” (as defined in Section 355(b)(3)(B) of the Code) of the business of manufacturing and selling specialty chemicals, immediately prior to the Internal Distribution.

“ Internal Distributing Entity ” means any member of the Internal Distributing Group other than Internal Distributing.

“ Internal Distributing Group ” means individually or collectively, as the case may be, (a) Internal Distributing and any of its Subsidiaries (including, for the avoidance of doubt, any such

Subsidiary that is treated as a “disregarded entity” for U.S. federal Income Tax purposes (or for purposes of any state, local or foreign Tax law)) immediately after the Internal Distribution (giving effect to the Restructuring completed up to such time and the Internal Distribution), (b) any Person that shall have merged or liquidated into Internal Distributing or any such Subsidiary and (c) any predecessor or successor to any Person otherwise described in this definition.

“ Internal Distribution ” shall mean the distribution by Internal Distributing of all the common stock of Internal Controlled to Parent (or a wholly owned subsidiary of Parent disregarded for U.S. federal income Tax purposes) in a transaction intended to qualify as a distribution that is generally tax free pursuant to Sections 355(a) and 368(a)(1)(D) of the Code.

“ IRS ” means the U.S. Internal Revenue Service.

“ IRS Ruling ” means the U.S. federal income Tax ruling, and any supplements thereto, issued to Parent by the IRS in connection with the Restructuring and the Distribution.

“ IRS Ruling Request ” means any letter filed by Parent with the IRS requesting a ruling regarding certain tax consequences of the Transactions and any amendment or supplement to such ruling request letter.

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

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

“ Non-Income Tax Return ” means any Tax Return relating to Taxes other than Income Taxes.

“ Non-Income Taxes ” means (i) any Taxes other than Income Taxes and (ii) for the avoidance of doubt, those Taxes listed on Schedule 1 .

“ Notified Action ” has the meaning set forth in Section 8.03(a).

“ Ordinary Course of Business ” means an action taken by a Person only if such action is taken in the ordinary course of the normal day-to-day operations of such Person.

“ Parent ” has the meaning set forth in the preamble.

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

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

“ Parent Disqualifying Action ” means (i) any action (or the failure to take any action) by Parent or any Parent Entity (including entering into any agreement, understanding or arrangement or any negotiations or discussions with respect to any transaction or series of transactions) that, (ii) any acquisition of all or a portion, or any event (or series of events) involving, the Equity Securities of Parent, any assets of Parent or any Equity Securities or assets of any Parent Entity, Internal Controlled or any Internal Controlled Entity that, or (iii) any inaccuracy in or breach

by Parent or any Parent Entity of any of the representations, warranties or covenants of or made by Parent in this Agreement or in connection with the Tax Opinions, the IRS Ruling, or any IRS Ruling Request (other than, in each case, any representations and warranties made by Parent on behalf of, or with respect to, SpinCo or any SpinCo Entity) that, in each case, causes any of the Transactions to fail to have Tax-Free Status; provided , however , that the term “Parent Disqualifying Action” shall not include any action expressly contemplated by the Separation and Distribution Agreement or any Ancillary Agreement or that is undertaken pursuant to the Restructuring, the Distribution or the Plan of Reorganization.

“ Parent Entity ” means any member of the Parent Group other than Parent.

“ Parent Group ” means, individually or collectively, as the case may be, (a) Parent and any of its Subsidiaries (including, for the avoidance of doubt, any such Subsidiary that is treated as a “disregarded entity” for U.S. federal Income Tax purposes (or for purposes of any state, local or foreign Tax law)) immediately after the Effective Time (and giving effect to the Restructuring and the Distribution), (b) any Person that shall have merged or liquidated into Parent or any such Subsidiary and (c) any predecessor or successor to any Person otherwise described in this definition.

The “ Parent Mergers ” means the Mergers, as defined in the Second Amended and Restated Business Combination Agreement, dated as of April 17, 2015, by and among Parent (then named Rome-Milan Holdings, Inc.), MeadWestvaco Corporation, a Delaware Corporation, Rock-Tenn Company, a Georgia Corporation, Milan Merger Sub, LLC, a Delaware limited liability company and Rome Merger Sub, Inc., a Georgia corporation, as restated and amended by the First Amendment to the Second Amended and Restated Business Combination Agreement, by and among Parent (then named Rome-Milan Holdings, Inc.), MeadWestvaco Corporation, Rock-Tenn Company, Milan Merger Sub, LLC and Rome Merger Sub, Inc.

“ Parent Separate Tax Return ” means any Separate Return required to be filed by any member of the Parent Group.

“ Parent Tax Proceeding ” has the meaning set forth in Section 7.02(a).

“ Parent Taxes ” means, without duplication, (i) any Taxes of or imposed on Parent or any Parent Entity (including any Taxes reported on or otherwise imposed with respect to a Combined Tax Return, but excluding any Restructuring/Distribution Taxes), whether imposed as a result of an Adjustment, amendment or otherwise, (ii) any Restructuring Transfer Taxes (A) due in connection with an originally-filed Tax Return that Parent determines to be due or (B) attributable to, or arising with respect to, assets or activities of the Parent Business (in the case of clause (B), whether imposed as a result of an Adjustment, amendment or otherwise), (iii) any Restructuring/Distribution Taxes, whether imposed as a result of an Adjustment, amendment or otherwise, and (iv) any Taxes attributable to a Parent Disqualifying Action, whether imposed as a result of an Adjustment, amendment or otherwise; provided , that, notwithstanding anything in clauses (i) through (iv) to the contrary, Parent Taxes shall not include any SpinCo Taxes (including, for the avoidance of doubt, any Taxes attributable to a SpinCo Disqualifying Action).

“ Party ” has the meaning set forth in the preamble.

“ Past Practice ” has the meaning set forth in Section 3.01(a).

“ Payment Date ” means (i) with respect to any Combined Tax Return, the earliest of the due date for any required installment of estimated taxes determined under Section 6655 of the Code or any similar provision of foreign Tax Law, the due date (determined without regard to extensions) for filing the return determined under Section 6072 of the Code or any similar provision of foreign Tax Law, and the date the return is filed, and (ii) with respect to any other Tax Return, the corresponding dates determined under the applicable Tax Law.

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

“ Plan of Reorganization ” has the meaning set forth in the Separation and Distribution Agreement.

“ Post-Distribution Ruling ” has the meaning set forth in Section 8.02(d).

“ Post-Separation Period ” means any taxable period (or portion thereof) beginning on or after the Distribution Date, including for the avoidance of doubt, the portion of any Straddle Period beginning on or after the Distribution Date.

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

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

“ Refund ” means any refund (or credit in lieu thereof), drawback or other recovery of Taxes (including any overpayment of Taxes that can be refunded or, alternatively, applied to other Taxes payable), including any interest paid on or with respect to such refund, credit, drawback or other recovery of Taxes; provided , however , that for purposes of this Agreement, the amount of any Refund required to be paid to another Party shall be reduced by the net amount of any Income Taxes imposed on, related to, or attributable to, the receipt or accrual of such Refund.

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

“ Restriction Period ” means the period beginning on the date hereof and ending on the twenty five (25) month anniversary of the Distribution Date.

“ Restructuring ” has the meaning set forth in the recitals and includes, for the avoidance of doubt, the Contribution and the Distribution.

“ Restructuring/Distribution Taxes ” means any Taxes imposed on, in connection with, or by reason of the Restructuring or the Distribution (not including any Transfer Taxes), other than any such Taxes caused by a Disqualifying Action.

“ Restructuring Transfer Taxes ” means any Transfer Taxes imposed on, in connection with, or by reason of the Restructuring or the Distribution.

“ SAG ” has the meaning ascribed to the term “separate affiliated group” in Section 355(b)(3)(B) of the Code.

“ Section 336(e) Election ” has the meaning set forth in Section 8.04.

“ Separate Return ” means (i) in the case of any Tax Return required to be filed by any member of the Parent Group (including any consolidated, combined, unitary or similar Tax Return), any such Tax Return that does not include any member of the SpinCo Group and (ii) in the case of any Tax Return required to be filed by any member of the SpinCo Group (including any consolidated, combined, unitary or similar Tax Return), any such Tax Return that does not include any member of the Parent Group.

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

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

“ SpinCo Active Trade or Business ” means the trade or business actively conducted (within the meaning of Section 355(b) of the Code) by SpinCo (taking into account Section 355(b)(3) of the Code and Revenue Ruling 2007-42, 2007-2 C.B. 44) immediately prior to the Distribution and relied upon to satisfy the requirements of Section 355(b) of the Code with respect to the Distribution, as set forth in the Tax Materials.

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

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

“ SpinCo Disqualifying Action ” means (i) any action (or the failure to take any action) by SpinCo or any SpinCo Entity (including entering into any agreement, understanding or arrangement or any negotiations or discussions with respect to any transaction or series of transactions) that, (ii) any acquisition of all or a portion, or any event (or series of events) involving, the Equity Securities of SpinCo, any assets of SpinCo or any Equity Securities or assets of any SpinCo Entity, Internal Distributing or any Internal Distributing Entity that, or (iii) any inaccuracy in or breach by SpinCo or any SpinCo Entity of any of the representations, warranties or covenants of or made by SpinCo in this Agreement or in connection with the Tax Opinions, the IRS Ruling or any IRS Ruling Request (irrespective of whether Parent made the same representation or warranty on behalf of, or with respect to, SpinCo or any SpinCo Entity), that, in each case, causes any of the Transactions to fail to have Tax-Free Status (regardless of whether a Post-Distribution Ruling, Unqualified Tax Opinion or Waiver may have been obtained or provided with respect to such action, event, inaccuracy or breach); provided , however , that the term “SpinCo Disqualifying Action” shall not include any action expressly contemplated by the Separation and Distribution Agreement or any Ancillary Agreement or that is undertaken pursuant to the Restructuring, the Distribution or the Plan of Reorganization.

“ SpinCo Entity ” means any member of the SpinCo Group other than SpinCo.

“ SpinCo Group ” means individually or collectively, as the case may be, (a) SpinCo and any of its Subsidiaries (including, for the avoidance of doubt, any such Subsidiary that is treated

as a “disregarded entity” for U.S. federal Income Tax purposes (or for purposes of any state, local or foreign Tax law)) immediately after the Effective Time (and giving effect to the Restructuring and the Distribution), (b) any Person that shall have merged or liquidated into SpinCo or any such Subsidiary and (c) any predecessor or successor to any Person otherwise described in this definition.

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

“ SpinCo Separate Tax Return ” means any Separate Return required to be filed by any member of the SpinCo Group.

“ SpinCo Tax Proceeding ” has the meaning set forth in Section 7.02(a).

“ SpinCo Taxes ” means, without duplication, (i) any Income Taxes of or imposed on any member of the SpinCo Group (including any Taxes reported on or otherwise imposed with respect to a Combined Tax Return), in each case, for any Post-Separation Period, attributable to, or arising with respect to, assets or activities of the SpinCo Business (excluding any Restructuring/Distribution Taxes or any Restructuring Transfer Taxes), whether imposed as a result of an Adjustment, amendment or otherwise, (ii) any Non-Income Taxes of or imposed on any member of the Parent Group or any member of the SpinCo Group (including any Taxes reported on or otherwise imposed with respect to a Combined Tax Return), in each case, required to be paid in any Post-Separation Period, attributable to, or arising with respect to, assets or activities of the SpinCo Business (excluding any Restructuring/Distribution Taxes or any Restructuring Transfer Taxes), whether imposed as a result of an Adjustment or amendment or otherwise, (iii) any Restructuring Transfer Taxes resulting from an Adjustment or amendment and attributable to, or arising with respect to, assets or activities of the SpinCo Business, and (iv) any Taxes attributable to a SpinCo Disqualifying Action, whether imposed as a result of an Adjustment, amendment or otherwise; provided , that SpinCo Taxes shall not include any Taxes attributable to a Parent Disqualifying Action.

“ Straddle Period ” means any taxable period beginning on or prior to the Distribution Date and ending after the Distribution Date.

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

“ Tax ” means (i) all taxes, charges, fees, duties, levies, imposts, or other similar assessments, imposed by any U.S. federal, state or local or foreign governmental authority, including, but not limited to (A) income, gross receipts, excise, property, sales, use, license, capital stock, transfer, franchise, margin, payroll, withholding, social security, value added and other taxes and (B) for the avoidance of doubt, those taxes listed on Schedule 1 , (ii) any interest, penalties or additions attributable thereto and (iii) all liabilities in respect of any items described in clause (i) or (ii) payable by reason of contract, transferee or successor liability, operation of Law or Treasury Regulations Section 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar provision under Law).

“ Tax Attributes ” means net operating losses, capital losses, credits, earnings and profits, overall foreign losses, previously taxed income, separate limitation losses and all other Tax attributes.

“ Tax Counsel ” shall mean tax counsel of recognized national standing that is acceptable to Parent.

“ Tax Item ” means any item of income, gain, loss, deduction, credit, recapture of credit or any other item that increases or decreases Taxes paid or payable.

“ Tax Materials ” means (i) the IRS Ruling, (ii) the Tax Opinions, (iii) each submission to the IRS in connection with any IRS Ruling Request, (iv) the representation letters from Parent and SpinCo addressed to Tax Counsel supporting the Tax Opinions and (v) any other materials delivered or deliverable by Parent or SpinCo in connection with the rendering by Tax Counsel of the Tax Opinions or the issuance by the IRS of the IRS Ruling.

“ Tax Matter ” has the meaning set forth in Section 9.01.

“ Tax Opinions ” shall mean the opinions issued by Tax Counsel to Parent with respect to certain Tax aspects of the Contribution and the Distribution, as referenced in Section 3.3(a)(iv) of the Separation and Distribution Agreement.

“ Tax Package ” means all relevant Tax-related information relating to the operations of the Parent Business or the SpinCo Business, as applicable, that is reasonably necessary to prepare and file the applicable Tax Return.

“ Tax Proceeding ” means any audit, assessment of Taxes, pre-filing agreement, other examination by any Taxing Authority, proceeding, appeal of a proceeding or litigation relating to Taxes, whether administrative or judicial, including proceedings relating to competent authority determinations.

“ Tax Return ” means any return, report, certificate, form or similar statement or document (including any related or supporting information or schedule attached thereto and any information return, or declaration of estimated Tax) supplied to, filed with or required to be supplied to or filed with, a Taxing Authority in connection with the payment, determination, assessment or collection of any Tax or the administration of any Laws relating to any Tax and any amended Tax return or claim for refund.

“ Tax-Free Status ” means, with respect to (a) the Contribution and the Distribution, taken together, and (b) the Internal Contribution and the Internal Distribution, taken together, the qualification in each case thereof (i) as a reorganization described in Sections 355(a) and 368(a)(1)(D) of the Code, (ii) as a transaction in which the stock distributed thereby is “qualified property” for purposes of Sections 355(c)(2) and 361(c) of the Code, and (iii) as a transaction in which Parent, SpinCo, members of the Parent Group, members of the SpinCo group and the shareholders of Parent recognize no income or gain for U.S. federal Income Tax purposes pursuant to Sections 355, 361 and 1031 of the Code, other than intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code.

“ Taxing Authority ” means any governmental authority or any subdivision, agency, commission or entity thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax (including the IRS).

“ Taxing Jurisdiction ” means the United States and every other government or governmental unit having jurisdiction to tax Parent, SpinCo or any of their respective Affiliates.

“ Transactions ” means the transactions referred to in the definition of “Tax-Free Status.”

“ Transfer Taxes ” means all sales, use, transfer, real property transfer (whether such transfer is direct or indirect), intangible, recordation, registration, documentary, stamp or similar Taxes.

“ Treasury Regulations ” means the final and temporary (but not proposed) income Tax regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“ U.S. ” means the United States of America.

“ Unqualified Tax Opinion ” means a “will” opinion, without substantive qualifications, of a nationally recognized law firm, which law firm is reasonably acceptable to Parent, to the effect that a transaction will not affect the conclusions set forth in the Tax Opinions.

“ Waiver ” has the meaning set forth in Section 8.02(d).

Section 1.02.          Additional Definitions . Capitalized terms not defined in this Agreement shall have the meaning ascribed to them in the Separation and Distribution Agreement.

Article II

PREPARATION, FILING AND PAYMENT OF TAXES SHOWN DUE
ON TAX RETURNS

Section 2.01.          Combined Tax Returns . Parent shall prepare and file (or cause to be prepared and filed) all Combined Tax Returns and shall pay (or cause to be paid) all Taxes shown to be due and payable on such Tax Returns; provided , that SpinCo shall reimburse Parent for any such Taxes that are SpinCo Taxes.

Section 2.02.          Parent Separate Tax Returns . Parent shall prepare and file (or cause to be prepared and filed) all Parent Separate Tax Returns and shall pay (or cause to be paid) all Taxes shown to be due and payable on such Tax Returns; provided , that SpinCo shall reimburse Parent for any such Taxes that are SpinCo Taxes.

Section 2.03.          SpinCo Separate Tax Returns . SpinCo shall prepare and file (or cause to be prepared and filed) all SpinCo Separate Tax Returns (a) for Income Taxes with respect to all taxable periods beginning after the Distribution Date, and (b) for Non-Income Taxes with respect to all Straddle Periods and all taxable periods beginning after the Distribution Date, and shall pay (or cause to be paid) all Taxes shown to be due and payable on such Tax Returns; provided , that Parent shall reimburse SpinCo for any such Taxes that are Parent Taxes. Parent shall prepare and file (or cause to be prepared and filed) all other SpinCo Separate Tax Returns and shall pay (or cause to be paid) all Taxes shown to be due and payable on such Tax Returns; provided , that SpinCo shall reimburse Parent for any such Taxes that are SpinCo Taxes.

Section 2.04.          Restructuring Transfer Tax Returns . Parent shall prepare and file (or cause to be prepared and filed) all Tax Returns required to be filed with respect to Restructuring Transfer Taxes and Parent shall pay (or cause to be paid) all Taxes shown to be due and payable on such Tax Returns; provided , that SpinCo shall reimburse Parent for any such Taxes that are SpinCo Taxes.

Article III

TAX RETURN PROCEDURES

Section 3.01.          Procedures Relating to Combined Tax Returns and Parent Separate Tax Returns .

(a)           In connection with the preparation of any Combined Tax Return pursuant to Section 2.01, any Parent Separate Tax Return pursuant to Section 2.02 or any SpinCo Separate Tax Return required by this Agreement to be filed by Parent that may include Tax Items relating to the activities or assets of the SpinCo Business, SpinCo will (and will cause the SpinCo Entities to) assist and cooperate with Parent by preparing and providing to Parent such information and other documentation as may be requested by or necessary to enable Parent, in such form as Parent may reasonably request, to prepare such Combined Tax Return, Parent Separate Tax Return or SpinCo Separate Tax Return, including, but not limited to, pro forma Tax Returns for SpinCo and any SpinCo Entity to be included in such Combined Tax Return or equivalent financial data to be used in the preparation of such Parent Separate Tax Return or SpinCo Separate Tax Return, as applicable. Any such pro forma Tax Return or equivalent financial data shall be prepared in accordance with past practices, accounting methods, elections and conventions (“ Past Practice ”), unless otherwise required by Law or reasonably requested in writing by Parent, and shall be delivered no later than sixty (60) days following Parent’s request therefor. At its option, Parent may engage an accounting firm of its choice to review the pro forma Tax Return or equivalent financial data, supporting documentation, and statements submitted by SpinCo and in connection therewith, shall determine whether such Tax Return was prepared in accordance with Past Practice. All costs and expenses associated with such review will be borne by Parent.

(b)           Parent (or its designee) shall determine the entities to be included in any Combined Tax Return and make or revoke any Tax elections, adopt or change any Tax accounting methods, and determine any other position taken on or in respect of any Combined Tax Return, Parent Separate Tax Return or any SpinCo Separate Tax Return required by this Agreement to be filed by Parent. Notwithstanding the immediately preceding sentence, any such Combined Tax Return, Parent Separate Tax Return or SpinCo Separate Tax Return shall, to the extent relating to SpinCo, any SpinCo Entity or the activities or assets of the SpinCo Business, be prepared in good faith. Parent shall deliver to SpinCo for its review a draft of any Combined Tax Return, Parent Separate Tax Return or SpinCo Separate Tax Return, in each case, if such Tax Return reflects or relates to Taxes for which SpinCo would reasonably be expected to be liable hereunder, at least fifteen (15) days prior to the Due Date for such Tax Return to enable SpinCo to analyze and comment on such Tax Return (along with a statement setting forth the calculation of the Tax shown due and payable on such Tax Return reimbursable by SpinCo under Section 2.01 or Section 2.02). Parent shall in good faith consider any such reasonable comments received from SpinCo and Parent and SpinCo shall attempt in good faith to resolve any issues arising out of the review of any such Tax Return; provided , however , that nothing herein shall prevent Parent from timely filing (or causing to be filed) any such Tax Return.

Section 3.02.          Procedures Relating to SpinCo Separate Tax Returns . In the case of any SpinCo Separate Tax Return required by this Agreement to be filed by SpinCo that reflects or relates to Taxes for which Parent would reasonably be expected to be liable hereunder, SpinCo shall (1) unless otherwise required by Law or agreed to in writing by Parent, prepare (or cause to be prepared) such Tax Return in a manner consistent with Past Practice to the extent such items affect the Taxes for which Parent may be responsible pursuant to this Agreement, and (2) submit to Parent a draft of any such Tax Return (along with a statement setting forth the calculation of the Tax shown due and payable on such Tax Return reimbursable by Parent under Section 2.03) at least fifteen (15) days prior to the Due Date for such Tax Return to enable Parent to analyze and comment on such Tax Return. SpinCo shall reflect any such reasonable comments received from Parent in good faith, to the extent such comments relate to Taxes for which Parent would reasonably be expected to be liable hereunder.

Section 3.03.          Preparation of all Tax Returns . Except as required by applicable Law or as a result of a Final Determination, (i) neither Parent nor SpinCo shall (nor shall cause or permit any members of the Parent Group or SpinCo Group, respectively, to) take any position that is either inconsistent with the Tax-Free Status (or analogous status under any state or local Law) or, with respect to a specific Tax Item on any Tax Return, treat such Tax Item in a manner that is inconsistent with the manner such Tax Item is reported on a Tax Return prepared or filed by Parent pursuant to Article II hereof (including, without limitation, the claiming of a deduction previously claimed on any such Tax Return) and (ii) Parent and SpinCo shall (and shall cause the members of the Parent Group and SpinCo Group, respectively, to) prepare all Tax Returns in a manner consistent with the terms of this Agreement and the Separation and Distribution Agreement.

Section 3.04.          Tax Returns Reflecting Restructuring/Distribution Taxes . Notwithstanding anything to the contrary in Articles II, III and IV, the portion of any Tax Return that relates to any Restructuring/Distribution Taxes or any Taxes attributable to a Parent Disqualifying Action shall be prepared by Parent in the manner determined by Parent in its sole discretion.

Article IV

TAX TIMING AND ALLOCATION

Section 4.01.          Timing of Payments . All Taxes required to be paid or caused to be paid pursuant to Article II by either Parent or SpinCo, as the case may be, to an applicable Taxing Authority or to be reimbursed by Parent or SpinCo to the other Party (or any member of its Group) pursuant to this Agreement, shall, in the case of a payment to a Taxing Authority, be paid on or before the Due Date for the payment of such Taxes and, in the case of a payment to the other Party, be paid at least two (2) business days before the Due Date for the payment of such Taxes by the other Party.

Section 4.02.          Expenses . Except as otherwise expressly provided herein (including in Section 3.01), each Party shall bear its own expenses incurred in connection with this Agreement.

Section 4.03.          Apportionment of SpinCo Taxes . For all purposes of this Agreement, Parent shall determine in its sole discretion exercised in good faith which Tax Items are properly

attributable to assets or activities of the SpinCo Business (and in the case of a Tax Item that is properly attributable to both the SpinCo Business and the Parent Business, the allocation of such Tax Item between the SpinCo Business and the Parent Business).

Article V
INDEMNIFICATION

Section 5.01.          Indemnification by Parent . Parent shall pay, and shall indemnify and hold SpinCo and the SpinCo Entities harmless from and against, without duplication, (i) all Parent Taxes, (ii) all Taxes incurred by SpinCo or any SpinCo Entity as a result of any inaccuracy in or breach by Parent or any Parent Entity of any of the representations, warranties or covenants of or made by Parent in this Agreement, and (iii) any costs and expenses related to the foregoing (including reasonable fees of attorneys and experts and out-of-pocket expenses).

Section 5.02.          Indemnification by SpinCo . SpinCo shall pay, and shall indemnify and hold Parent and the Parent Entities harmless from and against, without duplication, (i) all SpinCo Taxes, (ii) all Taxes incurred by Parent or any Parent Entity as a result of any inaccuracy in or breach by SpinCo or any SpinCo Entity of any of the representations, warranties or covenants of or made by SpinCo in this Agreement, and (iii) any costs and expenses related to the foregoing (including reasonable fees of attorneys and experts and out-of-pocket expenses).

Section 5.03.          Characterization of and Adjustments to Payments .

(a)           For all Tax purposes, the Parties agree to treat (and to cause their respective Affiliates to treat) (i) any payment required by this Agreement (other than payments with respect to interest accruing after the Distribution Date) as either a contribution by Parent to SpinCo or a distribution by SpinCo to Parent, as the case may be, occurring immediately prior to the Distribution or as a payment of an assumed or retained Liability and (ii) any payment of non-federal Taxes by or to a Taxing Authority or any payment of interest as taxable or deductible, as the case may be, to the Party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in each case, except as otherwise required by applicable Law.

(b)           Any indemnification payment under this Article V and under Article VI of the Separation and Distribution Agreement shall be increased to take into account any inclusion in taxable income of the Indemnified Party arising from the receipt of such indemnity payment and shall be decreased to take into account any reduction in taxable income of the Indemnified Party arising from such indemnified Liability. For purposes hereof, any adjustment to an indemnification payment on account of Taxes shall be determined (i) using the highest marginal rates in effect for Parent, in the case of an Indemnified Party that is a member of the Parent Group, or for SpinCo, in the case of an Indemnified Party that is a member of the SpinCo Group, at the time of the determination and (ii) assuming that the Indemnified Party will be liable for Taxes at such rate and has no Tax Attributes at the time of the determination.

Section 5.04.          Timing of Indemnification Payments . Indemnification payments required pursuant to this Article V shall be paid by the Indemnifying Party to the Indemnified Party within ten (10) business days of the receipt by the Indemnifying Party of notification of the amount owed, together with reasonable documentation showing (i) the basis for the calculation of such

amount and (ii) if the Indemnified Party has already paid such amount to the relevant Taxing Authority or other recipient, evidence of such payment.

Article VI
REFUNDS, DEDUCTIONS

Section 6.01.          Refunds .

(a)           Parent shall be entitled to all Refunds of Taxes for which Parent is responsible pursuant to Article II or for which Parent is or may be liable pursuant to Article V, and SpinCo shall be entitled to all Refunds of Taxes for which SpinCo is responsible pursuant to Article II or for which SpinCo is or may be liable pursuant to Article V. A Party receiving a Refund to which the other Party is entitled pursuant to this Agreement shall pay the amount to which such other Party is entitled within ten (10) days after the receipt of the Refund.

(b)           In the event of an Adjustment relating to Taxes for which one Party is responsible pursuant to Article II or is or may be liable pursuant to Article V which would have given rise to a Refund but for an offset against the Taxes for which the other Party is or may be liable pursuant to Article V (the “ Benefited Party ”), then the Benefited Party shall pay to the other Party, within ten (10) days of the Final Determination of such Adjustment an amount equal to the lesser of (i) the amount of such hypothetical Refund or (ii) the amount of such reduction in the Taxes of the Benefited Party, in each case plus interest at the rate set forth in Section 6621(a)(1) of the Code on such amount for the period from the filing date of the Tax Return that would have given rise to such Refund to the payment date. For purposes of this Section 6.01(b), a decrease in taxable income shall be considered to decrease Taxes of a Benefited Party, and an increase in taxable income shall be considered to increase Taxes for which a party is or may be liable.

(c)           Notwithstanding Section 6.01(a), to the extent that a Party applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Taxing Authority requires such application in lieu of a Refund) and such overpayment of Taxes, if received as a Refund, would have been payable by such Party to the other Party pursuant to this Section 6.01, such Party shall pay such amount to the other Party no later than the Due Date of the Tax Return for which such overpayment is applied to reduce Taxes otherwise payable.

(d)           To the extent that the amount of any Refund under this Section 6.01 is later reduced by a Taxing Authority or a Tax Proceeding, such reduction shall be allocated to the Party to which such Refund was allocated pursuant to this Section 6.01 and an appropriate adjusting payment shall be made.

Section 6.02.          Treatment of Deductions Associated with Equity-Related Compensation . The treatment of Tax deductions associated with equity-related compensation shall be governed by Section 5.3 of the Employee Matters Agreement.

Article VII
TAX PROCEEDINGS

Section 7.01.          Notification of Tax Proceedings . Within thirty (30) days after an Indemnified Party becomes aware of the commencement of a Tax Proceeding that may give rise to Taxes for which an Indemnifying Party is responsible pursuant to Article V, such Indemnified Party shall notify the Indemnifying Party of such Tax Proceeding, and thereafter shall promptly forward or make available to the Indemnifying Party copies of notices and communications relating to such Tax Proceeding. The failure of the Indemnified Party to notify the Indemnifying Party of the commencement of any such Tax Proceeding within such thirty (30)-day period or promptly forward any further notices or communications shall not relieve the Indemnifying Party of any obligation which it may have to the Indemnified Party under this Agreement except to the extent that the Indemnifying Party is actually prejudiced by such failure.

Section 7.02.          Tax Proceedings .

(a)           Generally . Except as provided in Section 7.02(c)(i), Parent (or such member of the Parent Group as Parent shall designate) shall have the sole right to control, and to represent the interests of the members of the Parent Group and the members of the SpinCo Group and to employ counsel of its choice at its expense in, any Tax Proceeding (including any Tax Proceeding with respect to Restructuring/Distribution Taxes) relating to (i) any Combined Tax Return, (ii) any Parent Separate Tax Return, (iii) any Restructuring/Distribution Taxes, (iv) any SpinCo Separate Tax Return required by this Agreement to be filed by Parent or (v) any Non-Income Taxes that are both SpinCo Taxes and Parent Taxes (each, a “ Parent Tax Proceeding ”). Except as provided in Section 7.02(c)(ii), SpinCo (or such member of the SpinCo Group as SpinCo shall designate) shall have the sole right to control, and to represent the interests of the members of the SpinCo Group and to employ counsel of its choice at its expense in, (i) any Tax Proceeding relating to any SpinCo Separate Tax Return required by this Agreement to be filed by SpinCo and (ii) any Non-Income Taxes or Restructuring Transfer Taxes that are attributable to, or arise with respect to, assets or activities of the SpinCo Business, in each case, other than a Parent Tax Proceeding (a “ SpinCo Tax Proceeding ”).

(b)           Power of Attorney . SpinCo shall (and shall cause the members of the SpinCo Group to) execute and deliver to Parent (or such member of the Parent Group as Parent shall designate) any power of attorney or other document reasonably requested by Parent (or such designee) in connection with any Parent Tax Proceeding.

(c)           Participation Rights .

(i)           Parent Tax Proceedings . In the event of any Parent Tax Proceeding the resolution of which could reasonably be expected to give rise to an indemnification obligation of SpinCo pursuant to Article V, (A) Parent shall consult with SpinCo reasonably in advance of taking any significant action in connection with such Tax Proceeding, (B) Parent shall consult with SpinCo and offer SpinCo a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (C) Parent shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, and (D) Parent shall provide SpinCo copies of any written materials relating to such Tax Proceeding received from the relevant Taxing Authority.

Notwithstanding anything in the preceding sentence to the contrary, the final determination of the positions taken, including with respect to settlement or other disposition, in any Parent Tax Proceeding shall be made in the sole discretion of Parent and shall be final and not subject to the dispute resolution provisions of Section 10.01 (or, for the avoidance of doubt, Article VII of the Separation and Distribution Agreement).

(ii)          SpinCo Tax Proceedings . In the event of any SpinCo Tax Proceeding the resolution of which could reasonably be expected to give rise to an indemnification obligation of Parent pursuant to Article V or which otherwise could reasonably be expected to have an adverse impact on Parent, (A) SpinCo shall consult with Parent reasonably in advance of taking any significant action in connection with such Tax Proceeding, (B) SpinCo shall consult with Parent and offer Parent a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (C) SpinCo shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (D) SpinCo shall provide Parent copies of any written materials relating to such Tax Proceeding received from the relevant Taxing Authority, (E) Parent shall be entitled to participate in such Tax Proceeding at its own expense and (F) SpinCo shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed.

Article VIII
TAX-FREE STATUS OF THE TRANSACTIONS

Section 8.01.          Representations and Warranties .

(a)           SpinCo . SpinCo hereby represents and warrants that (i) it has examined the Tax Materials, and (ii) the facts presented and the representations made in the Tax Materials, to the extent descriptive of or in reference to the SpinCo Group or the SpinCo Business (including with respect to the plans, proposals, intentions and policies of the SpinCo Group), are true, correct and complete in all respects.

(b)           Parent . Parent hereby represents and warrants that (i) it has delivered complete and accurate copies of the Tax Materials to SpinCo and (ii) the facts presented and the representations made in the Tax Materials, to the extent descriptive of or in reference to the Parent Group or the Parent Business (including with respect to the business purposes for the Distribution described in the Tax Materials and the plans, proposals, intentions and policies of the Parent Group), are true, correct and complete in all respects.

(c)           No Contrary Plan . Each of Parent and SpinCo represents and warrants that neither it, nor any of its Affiliates, has any plan or intention to take any action (or fail to take any action) or knows of any fact or circumstance (after due inquiry) (A) which is inconsistent with any statements or representations made in the Tax Materials, this Agreement or the Separation and Distribution Agreement (or that could cause any such statements or representations to be untrue) or (B) which may cause any of the Transactions not to have Tax-Free Status.

Section 8.02.          Restrictions Relating to the Distribution .

(a)           General . SpinCo shall not, and shall not permit any SpinCo Entity to, take any action that constitutes (and shall not fail to take an action, the omission of which would result in) a Disqualifying Action described in the definition of SpinCo Disqualifying Action.

(b)           SpinCo Obligations . SpinCo shall not take any action (including, but not limited to, any cessation, transfer or disposition of all or any portion of any SpinCo Business, payment of extraordinary dividends and acquisitions or issuance of Equity Securities) or permit any member of the SpinCo Group to take any such action, and SpinCo shall not fail to take any such action or permit any SpinCo Entity to fail to take any such action, in each case, unless such action or failure to act (x) could not reasonably be expected to cause any of the Transactions to fail to have Tax-Free Status or (y) could not require Parent or SpinCo to reflect a liability or reserve for Taxes or other amounts with respect to the Transactions in its financial statements.

(c)           SpinCo Restrictions . Prior to the first (1 ^st ) day after the end of the Restriction Period, SpinCo:

(i)           (x) shall continue and/or cause to be continued the active conduct (within the meaning of Section 355(b) of the Code) of the SpinCo Active Trade or Business and the Internal Distributing Active Trade or Business (by Internal Distributing) as conducted immediately prior to the Distribution, taking into account Section 355(b)(3) of the Code and Revenue Ruling 2007-42, 2007-2 C.B. 44, and (y) shall not engage (or permit Internal Distributing or any other SpinCo Entity to engage) in any transaction (including, without limitation, any cessation, transfer or disposition of all or any portion of any SpinCo Business) that could reasonably be expected to result in either SpinCo ceasing to be a company engaged in the SpinCo Active Trade or Business or Internal Distributing ceasing to be a company engaged in the Internal Distributing Active Trade or Business.

(ii)          shall not, and shall not permit any SpinCo Entity, Internal Distributing or any Internal Distributing Entity (other than any SpinCo Entity or Internal Distributing Entity treated as an entity disregarded as separate from its owner for U.S. federal Income Tax purposes) to voluntarily dissolve or liquidate (or take any other action or enter into any transaction that would effect a liquidation for U.S. federal Income Tax purposes).

(iii)         shall not (1) enter into, solicit, agree to, participate in, approve or effect any Acquisition Transaction or any Internal Distributing Acquisition Transaction or, to the extent SpinCo has the right to prohibit any Acquisition Transaction or any Internal Distributing Acquisition Transaction, permit any Acquisition Transaction or any Internal Distributing Acquisition Transaction to occur, (2) redeem or otherwise repurchase or agree to redeem or otherwise repurchase (directly or through an Affiliate) any Equity Securities of SpinCo or Internal Distributing, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48), (3) amend SpinCo’s or Internal Distributing’s certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the relative voting rights of SpinCo’s or Internal Distributing’s Equity Securities (including through the conversion of any Equity Securities into another class of Equity Securities), (4) merge or consolidate (or agree to merge or consolidate) with any other Person or permit any SpinCo Entity, Internal Distributing or any Internal Distributing Entity to merge or consolidate

(or agree to merger or consolidate) with any other Person (other than, (A) in the case of a SpinCo Entity, either SpinCo or another SpinCo Entity, or (B) in the case of an Internal Distributing Entity, Internal Distributing or another Internal Distributing Entity) or (5) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any statement or representation made in the Tax Materials) which, individually or in the aggregate (and taking into account any other transactions described in this Section 8.02(c)(iii)) would be reasonably likely to have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire, directly or indirectly, Equity Securities representing a Fifty-Percent or Greater Interest in SpinCo or Internal Distributing or otherwise jeopardize the Tax-Free Status of any of the Transactions. In addition, SpinCo shall not at any time, whether before or subsequent to the expiration of the Restriction Period, engage in or permit any action described in the immediately preceding sentence if it is pursuant to an agreement negotiated (in whole or in part) prior to the first (1 ^st ) day after the end of the Restriction Period, even if at the time of the Distribution or thereafter such action is subject to various conditions.

(iv)         (1) shall not, and shall not permit any SpinCo Entity to, sell, transfer, or otherwise dispose of or agree to, sell, transfer or otherwise dispose (including in any transaction treated for U.S. federal Income Tax purposes as a sale, transfer or disposition) of assets (including, any shares of Equity Securities of a Subsidiary) that, in the aggregate, constitute more than thirty percent (30%) of the gross assets of SpinCo or more than thirty percent (30%) of the consolidated gross assets of SpinCo and the members of its SAG; and (2) shall not permit Internal Distributing or any Internal Distributing Entity to sell, transfer, or otherwise dispose of or agree to, sell, transfer or otherwise dispose (including in any transaction treated for U.S. federal Income Tax purposes as a sale, transfer or disposition) of assets (including, any shares of Equity Securities of a Subsidiary) that, in the aggregate, constitute more than thirty percent (30%) of the gross assets of Internal Distributing or more than thirty percent (30%) of the consolidated gross assets of Internal Distributing and the members of its SAG. The foregoing sentence shall not apply to (A) sales, transfers, or dispositions of assets in the Ordinary Course of Business, (B) any cash paid to acquire assets from an unrelated Person in an arm’s-length transaction, (C) any assets transferred to a Person that is disregarded as an entity separate from the transferor for U.S. federal Income Tax purposes or (D) any mandatory or optional repayment (or pre-payment) of any indebtedness of SpinCo or Internal Distributing, as applicable (or any member of the applicable SAG). The percentages of gross assets of SpinCo or of the consolidated gross assets of SpinCo and the members of its SAG, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of such entity or entities as of the Distribution Date. The percentages of gross assets of Internal Distributing or of the consolidated gross assets of Internal Distributing and the members of its SAG, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of such entity or entities as of the date of the Internal Distribution. For purposes of this Section 8.02(c)(iv), a merger of SpinCo or Internal Distributing (or a member of the applicable SAG) with and into any Person shall constitute a disposition of all of the assets of such entity or such member.

(d)           Notwithstanding the restrictions imposed by Section 8.02(c), during the Restriction Period, SpinCo may proceed with (or permit to proceed) any of the actions or transactions described in Section 8.02(c), if (x) such action or transaction is not described in Section 8.02(a) or Section 8.02(b) and (y) prior to entering into any agreement contemplating such action

or transaction, and prior to taking or consummating any such action or transaction, (i) SpinCo shall first have requested Parent to obtain a private letter ruling from the IRS (and any other relevant Taxing Authority) (a “ Post-Distribution Ruling ”) in accordance with Section 8.03(d) of this Agreement to the effect that such action or transaction will not affect the Tax-Free Status of any of the Transactions and Parent shall have received such Post-Distribution Ruling in form and substance satisfactory to Parent in its sole and absolute discretion, (ii) SpinCo shall have provided Parent with an Unqualified Tax Opinion in form and substance satisfactory to Parent in its sole and absolute discretion, or (iii) Parent shall have waived in writing (a “ Waiver ”) the requirement to obtain such Post-Distribution Ruling or Unqualified Tax Opinion. In determining whether a Post-Distribution Ruling or Unqualified Tax Opinion is satisfactory, Parent shall exercise its discretion in good faith and may consider, among other factors, the appropriateness of any underlying assumptions or representations used as a basis for the Post-Distribution Ruling or Unqualified Tax Opinion and the views on the substantive merits. For the avoidance of doubt, SpinCo shall not be relieved of any indemnification obligation pursuant to Article V or otherwise under this Agreement as a result of having satisfied the requirements of clauses (i), (ii) or (iii) of this Section 8.02(d).

(e)           Tax Reporting . Each of SpinCo and Parent covenants and agrees that it will not take, and will cause its respective Affiliates not to take, any position on any Tax Return that is inconsistent with the Tax-Free Status of the Transactions.

Section 8.03.          Procedures Regarding Post-Distribution Rulings and Unqualified Tax Opinions .

(a)           Notification . If SpinCo determines that it desires to take one of the actions described in Section 8.02(c) (a “ Notified Action ”), SpinCo shall promptly notify Parent of this fact in writing.

(b)           Post-Distribution Rulings or Unqualified Tax Opinions at SpinCo’s Request . Upon the reasonable request of SpinCo pursuant to Section 8.03(a), Parent shall cooperate with SpinCo and use its commercially reasonable efforts to seek to obtain, as expeditiously as possible, a Post-Distribution Ruling or an Unqualified Tax Opinion for the purpose of permitting SpinCo to take the Notified Action unless Parent shall have waived the requirement to obtain such Post-Distribution Ruling or Unqualified Tax Opinion in writing pursuant to Section 8.02(d). Notwithstanding the foregoing, in no event shall Parent be required to file or cooperate in the filing of any ruling request for a Post-Distribution Ruling under this Section 8.03(b) unless SpinCo represents that (i) it has read such ruling request, and (ii) all statements, information and representations relating to any member of the SpinCo Group contained in such ruling request are (subject to any qualifications therein) true, correct and complete. SpinCo shall reimburse Parent for all reasonable costs and expenses incurred by the Parent Group in obtaining a Post-Distribution Ruling or Unqualified Tax Opinion requested by Parent within ten (10) days after receiving an invoice from Parent therefor.

(c)           Post-Distribution Rulings or Unqualified Tax Opinions at Parent’s Request . Parent shall have the right to obtain a Post-Distribution Ruling or a tax opinion at any time in its sole and absolute discretion. If Parent determines to obtain a Post-Distribution Ruling or a tax opinion, SpinCo shall (and shall cause each SpinCo Entity to) cooperate with Parent and use

commercial reasonably efforts to take any and all actions reasonably requested by Parent in connection with obtaining such Post-Distribution Ruling or tax opinion (including, without limitation, by making any representation or covenant or providing any information, documents and materials requested by the IRS, any other relevant Taxing Authority or the Tax Counsel issuing such opinion); provided , that SpinCo shall not be required to make (or cause a SpinCo Entity to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control. Parent and SpinCo shall each bear its own costs and expenses in obtaining a Post-Distribution Ruling or tax opinion requested by Parent.

(d)           All Post-Distribution Rulings . Parent shall have sole and exclusive control over the process of obtaining any Post-Distribution Ruling, and only Parent shall be permitted to apply for a Post-Distribution Ruling. In connection with obtaining a Post-Distribution Ruling, (i) Parent shall keep SpinCo informed in a timely manner of all material actions taken or proposed to be taken by Parent in connection therewith; (ii) Parent shall (1) reasonably in advance of the submission of any request for a Post-Distribution Ruling provide SpinCo with a draft copy thereof; (2) reasonably consider SpinCo’s comments on such draft copy; and (3) provide SpinCo with a final copy; and (iii) Parent shall provide SpinCo with notice reasonably in advance of, and SpinCo shall have the right to attend, any formally scheduled meetings with the IRS (subject to the approval of the IRS) that relate to such Post-Distribution Ruling. Neither SpinCo nor any SpinCo Entity shall seek any guidance from the IRS or any other Taxing Authority (whether written, verbal or otherwise) at any time concerning the Restructuring, the Distribution, the Internal Contribution or the Internal Distribution (including the impact of any transaction on the Restructuring, the Distribution, the Internal Contribution or the Internal Distribution, as applicable) without Parent’s prior written consent.

Section 8.04.          Section 336(e) Election . The Parties agree that (i) Parent and SpinCo shall enter into a written, binding agreement and (ii) Parent and Internal Distributing, as applicable, shall timely make a protective election under Section 336(e) of the Code (and any similar provision of any relevant U.S. state or local jurisdiction) and Treasury Regulation Section 1.336-2(j) (each election, a “ Section 336(e) Election ”), with respect to the Distribution and the Internal Distribution, in each case, in accordance with Treasury Regulation Section 1.336-2(h). SpinCo shall (or shall cause the relevant SpinCo Entity or Internal Distributing Entity to) join with Parent or the relevant Parent Entity in the making of such election and shall take any action reasonably requested by Parent or that is otherwise necessary to give effect to such election (including making any other related election). To the extent, pursuant to a Final Determination, the Distribution or the Internal Distribution constitutes a “qualified stock disposition,” as defined in Treasury Regulation Section 1.336-1(b)(6), the Parties shall not and shall not permit any of their respective Subsidiaries to, take any position for Tax purposes inconsistent with the relevant Section 336(e) Election, except as may be required pursuant to a Final Determination. For the avoidance of doubt, in the event that (x) Section 336(e) applies to the Distribution and (y) neither Section 355(c) nor Section 361(c) applies to the Internal Distribution, Parent shall be permitted to make an election under Treasury Regulation Section 1.1502-13(f)(5)(ii) in accordance with Treasury Regulation Section 1.1502-13(f)(5)(ii)(E) and specifying Treasury Regulation Section 1.1502-13(f)(5)(ii)(C) as the basis for relief. In the event the Transactions fail to have Tax-Free Status and Parent is not entitled to indemnification for any Taxes or Losses arising from such failure, SpinCo shall pay over to Parent any refund, credit, or other reduction in otherwise required Tax payments realized by the SpinCo Group or any member of the SpinCo Group arising from the

step-up in Tax basis resulting from a Section 336(e) Election. In the event the Transactions fail to have Tax-Free Status and Parent is entitled to indemnification for any Taxes or Losses arising from such failure, the Restructuring/Distribution Taxes subject to such indemnification shall include any additional Taxes payable by Parent and its affiliates as a result of the relevant Section 336(e) Election.

Article IX
COOPERATION

Section 9.01.          General Cooperation .

(a)           The Parties shall each cooperate fully (and each shall cause its respective Subsidiaries to cooperate fully) with all reasonable requests in writing from the other Party hereto, or from an agent or Representative of such Party, in connection with the preparation and filing of Tax Returns (including the preparation of Tax Packages), claims for Refunds, Tax Proceedings, and calculations of amounts required to be paid pursuant to this Agreement, in each case, related or attributable to or arising in connection with Taxes of any of the Parties or their respective Subsidiaries covered by this Agreement and the establishment of any reserve required in connection with any financial reporting (a “ Tax Matter ”). Such cooperation shall include the provision of any information reasonably necessary or helpful in connection with a Tax Matter (“ Information ”) and shall include, without limitation, at each Party’s own cost:

(i)           the provision of any Tax Returns of the Parties and their respective Subsidiaries, books, records (including information regarding ownership, Tax basis of property, and earnings and profits), documentation and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities;

(ii)          the execution of any document (including any power of attorney) in connection with any Tax Proceedings of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or a Refund claim of the Parties or any of their respective Subsidiaries;

(iii)         the use of the Party’s reasonable best efforts to obtain any documentation in connection with a Tax Matter; and

(iv)         the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records or other information in connection with the filing of any Tax Returns of any of the Parties or their Subsidiaries.

(b)           Each Party shall make its employees, advisors, and facilities available, without charge, on a reasonable and mutually convenient basis in connection with the foregoing matters.

Section 9.02.          Retention of Records . Parent and SpinCo shall retain or cause to be retained all Tax Returns, schedules and work papers, and all material records or other documents relating thereto in their possession, until sixty (60) days after the expiration of the applicable statute of limitations (including any waivers or extensions thereof) of the taxable periods to which such Tax Returns and other documents relate or until the expiration of any additional

period that any Party reasonably requests, in writing, with respect to specific material records or documents. A Party intending to destroy any material records or documents shall provide the other Party with reasonable advance notice and the opportunity to copy or take possession of such records and documents. The Parties hereto will notify each other in writing of any waivers or extensions of the applicable statute of limitations that may affect the period for which the foregoing records or other documents must be retained.

Article X
MISCELLANEOUS

Section 10.01.          Dispute Resolution . In the event of any dispute between the Parties as to any matter covered by this Agreement, the Parties shall cooperate in good faith to resolve such dispute. If the Parties cannot resolve such dispute within thirty (30) days from the time such dispute arises, Parent shall, in its reasonable discretion, resolve such dispute, after considering in good faith any comments provided by SpinCo.

Section 10.02.          Tax Sharing Agreements . All Tax sharing, indemnification and similar agreements, written or unwritten, as between Parent or a Parent Entity, on the one hand, and SpinCo or a SpinCo Entity, on the other hand (other than this Agreement, the Separation and Distribution Agreement, any other Ancillary Agreement and any agreement entered into after the Distribution), shall be or shall have been terminated no later than the Effective Time and, after the Effective Time, none of Parent, any Parent Entity, SpinCo or any SpinCo Entity shall have any further rights or obligations under any such Tax sharing, indemnification or similar agreement.

Section 10.03.          Interest on Late Payments . With respect to any payment between the Parties pursuant to this Agreement not made by the due date set forth in this Agreement for such payment, the outstanding amount will accrue interest at a rate per annum equal to the rate in effect for underpayments under Section 6621 of the Code from such due date to and including the earlier of the ninetieth (90th) day or the payment date, and thereafter will accrue interest at a rate per annum equal to Prime Rate plus 2%.

Section 10.04.          Survival of Covenants . Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms; provided , however , that the representations and warranties and all indemnification for Taxes shall survive until sixty (60) days following the expiration of the applicable statute of limitations (taking into account all extensions thereof), if any, for assessment of the Tax that gave rise to the indemnification; provided , further , that, in the event that notice for indemnification has been given within the applicable survival period, such indemnification shall survive until such time as such claim is finally resolved.

Section 10.05.          Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the

Parties to this Agreement shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner.

Section 10.06.          Entire Agreement . Except as otherwise expressly provided in this Agreement and subject to Section 10.12 hereof, this Agreement, the Employee Matters Agreement, and the Separation and Distribution Agreement constitute the entire agreement of the Parties hereto with respect to the subject matter of this Agreement and supersede all prior agreements and undertakings, both written and oral, between or on behalf of the Parties hereto with respect to the subject matter of this Agreement.

Section 10.07.          No Third-Party Beneficiaries . Except as provided in Article V with respect to indemnified Parties, this Agreement is for the sole benefit of the Parties to this Agreement and their respective Subsidiaries and their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 10.08.          Specific Performance . 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 who is or is to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its 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 waived by the Parties to this Agreement.

Section 10.09.          Amendment . No provision of this Agreement may be amended or modified except by a written instrument signed by the Parties to this Agreement. No waiver by any Party of any provision of this Agreement shall be effective unless explicitly set forth in writing and executed by the Party so waiving. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other subsequent breach.

Section 10.10.          Rules of Construction . Interpretation of this Agreement shall be governed by the following rules of construction: (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, clause, Exhibit and Schedule are references to the Articles, Sections, paragraphs, clauses, exhibits and schedules of this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “ $ ” shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) the table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (x) Parent and SpinCo have each participated in the negotiation and drafting of this

Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or burdening either Party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts of this Agreement; and (xi) a reference to any Person includes such Person’s successors and permitted assigns.

Section 10.11.          Counterparts . This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or portable document format (PDF) shall be as effective as delivery of a manually executed counterpart of any such Agreement.

Section 10.12.          Coordination with Separation and Distribution Agreement . In the event of any inconsistency between this Agreement and the Separation and Distribution Agreement, the Employee Matters Agreement, or any other Ancillary Agreement with respect to matters addressed herein the provisions of this Agreement shall control.

Section 10.13.          Coordination with the Employee Matters Agreement . To the extent any covenants or agreements between the Parties with respect to employee withholding Taxes are expressly set forth in the Employee Matters Agreement, such Taxes shall be governed exclusively by the Employee Matters Agreement and not by this Agreement.

Section 10.14.          Governing Law . 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.

Section 10.15.          Assignability . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Party hereto; provided , however , that each Party may assign all of its rights and obligations under this Agreement to any of its Subsidiaries; provided , further , that no such assignment shall release the assigning Party from any of its liabilities or obligations under this Agreement.

Section 10.16.          Notices . Any notice, demand, claim or other communication under this Agreement will be in writing and will be deemed to have been given (a) on delivery if delivered personally; (b) on the date on which delivery thereof is guaranteed by the carrier if delivered by a national courier guaranteeing delivery within a fixed number of days of sending; or (c) on the date of facsimile transmission thereof if delivery is confirmed, but, in each case, only if addressed to the Parties in the following manner at the following addresses or facsimile numbers (or at the other address or other number as a Party may specify by notice to the others):

If to Parent, to:

WestRock Company
504 Thrasher Street
Norcross, GA 30071
Attention:    Chief Financial Officer

with a copy (until the Effective Time) to:

Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Facsimile:    (212) 403-2000

If to SpinCo, to:

Ingevity Corporation
5255 Virginia Avenue

North Charleston, SC 29406
Attention:    General Counsel

with a copy (until the Effective Time) to:

Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019

Facsimile:    (212) 403-2000

Section 10.17.          Effective Date . This Agreement shall become effective only upon the occurrence of the Distribution.

[ The remainder of this page is intentionally left blank. ]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

[Signature Page to Tax Matters Agreement]

Exhibit 10.2

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT, dated as of May 14, 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 May 14, 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 Article VII of the Separation and Distribution Agreement.

“ 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 11:59 p.m., Eastern 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 Article VII of the Separation and Distribution Agreement) 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 Article VII of the Separation and Distribution Agreement) 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 6.1 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 6.3 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 6.4 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 6.9 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 Article VII 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 Article VII of the Separation and Distribution Agreement.

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 Article VII of the Separation and Distribution Agreement, 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 May 14, 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

EMPLOYEE MATTERS AGREEMENT

by and between

WESTROCK COMPANY

and

INGEVITY CORPORATION

Dated as of May 14, 2016

TABLE OF CONTENTS

EMPLOYEE MATTERS AGREEMENT

This Employee Matters Agreement (this “ Agreement ”), dated as of May 14, 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 “ex-distribution 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 ” has the meaning set forth in the preamble to this Agreement.

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

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

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

1.66       “ 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.

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

1.68       “ 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.

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

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

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

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

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

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

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

1.78       “ SpinCo U.S. Health and Welfare Plans ” has the meaning set forth in Section 4.1(a) of 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) . Income tax deductions with respect to the vesting and settlement of Reimbursement Awards pursuant to this Section 5.3(e) shall be claimed solely by SpinCo. Within ten (10) days following the Effective Time, SpinCo shall make a cash payment to Parent in the amount of $25,000 to compensate Parent for the administrative costs and expenses Parent will incur in connection with the Reimbursement Awards.

(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.

(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. 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 failure by SpinCo to comply with the provisions of this Section 7.1.

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 10.4

CRUDE TALL OIL AND BLACK LIQUOR SOAP SKIMMINGS AGREEMENT

THIS CRUDE TALL OIL AND BLACK LIQUOR SOAP SKIMMINGS AGREEMENT (this “ Agreement ”) is effective as of January 1, 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 “ Partie s.”

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.

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.

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 (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 and 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.