Common use of PERSONAL AND CONFIDENTIAL Clause in Contracts

PERSONAL AND CONFIDENTIAL. The Award shall be governed by Section 12 of the Plan in the event of a Change in Control; provided that, without limiting Section 12(A)(3) of the Plan, the Award will not be considered to be assumed, continued, converted or replaced by the surviving or resulting entity in connection with a Change in Control unless, in each case as determined by the Compensation Committee in its sole discretion prior to such Change in Control, (1) the number and kind of shares or other securities underlying the Award, and the exercise price applicable thereto, are adjusted to prevent dilution of the Participant’s rights hereunder and to preserve the intrinsic value and material terms and conditions of the Award as in effect prior to the Change in Control, and (2) immediately following the Change in Control the Award relates to shares of stock in the surviving or resulting entity which are publicly traded and listed on a national securities exchange. The SARs and the Participant’s rights under this Agreement may not be sold, assigned, transferred, pledged or otherwise encumbered. Nothing contained in this Agreement or in the Plan shall confer upon the Participant any right to continue in the employment of, or remain in the service of, Valvoline or any of its Subsidiaries. Information about the Participant and the Participant’s participation in the Plan may be collected, recorded and held, used and disclosed by and among Valvoline, its Subsidiaries and any third party Plan administrators as necessary for the purpose of managing and administering the Plan. The Participant understands that such processing of this information may need to be carried out by Valvoline, its affiliates and Subsidiaries and by third party administrators whether such persons are located within the Participant’s country or elsewhere, including the United States of America. By accepting this Award, the Participant consents to the processing of information relating to the Participant and the Participant’s participation in the Plan in any one or more of the ways referred to above. The Participant consents and agrees to electronic delivery of any documents that Valvoline may elect to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered under the Plan. The Participant understands that, unless earlier revoked by the Participant by giving written notice to Valvoline at 000 Xxxxxxxxx Xxx, Xxxxxxxxx, XX 00000, Attention Stock Plan Administrator, this consent shall be effective for the duration of the Award. The Participant also understands that the Participant shall have the right at any time to request that Valvoline deliver written copies of any and all materials referred to above at no charge. In consideration of this Award, the Participant agrees that, during the Participant’s employment and the twenty-four (24) month period following the Participant’s termination of employment for any reason, without the prior written consent of Valvoline, the Participant will not:

PERSONAL AND CONFIDENTIAL. The Award number of then-outstanding Restricted Stock Units held by the Participant as of the date of record for such dividend multiplied by (B) the per share cash dividend amount, divided by (2) the closing stock price of Common Stock on the NYSE Composite Tape on the date of record for such dividend. Such additional Restricted Stock Units will be subject to the same vesting conditions and restrictions as the underlying Restricted Stock Units to which they relate and shall be governed by Section 12 of subject to all the Plan in the event of a Change in Control; provided that, without limiting Section 12(A)(3) of the Plan, the Award will not be considered to be assumed, continued, converted or replaced by the surviving or resulting entity in connection with a Change in Control unless, in each case as determined by the Compensation Committee in its sole discretion prior to such Change in Control, (1) the number and kind of shares or other securities underlying the Award, and the exercise price applicable thereto, are adjusted to prevent dilution of the Participant’s rights hereunder and to preserve the intrinsic value and material terms and conditions of this Agreement and the Award as in effect prior to the Change in Control, and (2) immediately following the Change in Control the Award relates to shares of stock in the surviving or resulting entity which are publicly traded and listed on a national securities exchangePlan. The SARs Restricted Stock Units and the Participant’s rights under this Agreement may not be sold, assigned, transferred, pledged or otherwise encumbered. Nothing contained in this Agreement or in the Plan shall confer upon the Participant any right to continue in the employment of, or remain in the service of, Valvoline or any of its Subsidiaries. Information about the Participant and the Participant’s participation in the Plan may be collected, recorded and held, used and disclosed by and among Valvoline, its Subsidiaries and any third party Plan administrators as necessary for the purpose of managing and administering the Plan. The Participant understands that such processing of this information may need to be carried out by Valvoline, its affiliates and Subsidiaries and by third party administrators whether such persons are located within the Participant’s country or elsewhere, including the United States of America. By accepting this Award, the Participant consents to the processing of information relating to the Participant and the Participant’s participation in the Plan in any one or more of the ways referred to above. The Participant consents and agrees to electronic delivery of any documents that Valvoline may elect to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered under the Plan. The Participant understands that, unless earlier revoked by the Participant by giving written notice to Valvoline at 000 Xxxxxxxxx Xxx, Xxxxxxxxx, XX 00000, Attention Attention: Stock Plan Administrator, this consent shall be effective for the duration of the Award. The Participant also understands that the Participant shall have the right at any time to request that Valvoline deliver written copies of any and all materials referred to above at no charge. In consideration of this Award, the Participant agrees that, during the Participant’s employment and the twenty-four (24) month period following the Participant’s termination of employment for any reason, without the prior written consent of Valvoline, the Participant will not:

PERSONAL AND CONFIDENTIAL. The Award shall be governed by Section 12 of the Plan in the event of a Change in Control; provided that, without limiting Section 12(A)(3) of the Plan, the Award will not be considered to be assumed, continued, converted or replaced by the surviving or resulting entity in connection with a Change in Control unless, in each case as determined by the Compensation Committee in its sole discretion prior to such Change in Control, (1) the number and kind of shares or other securities underlying the Award, and the exercise price applicable thereto, are adjusted to prevent dilution of the Participant’s rights hereunder and to preserve the intrinsic value and material terms and conditions of the Award as in effect prior to the Change in Control, and (2) immediately following the Change in Control the Award relates to shares of stock in the surviving or resulting entity which are publicly traded and listed on a national securities exchange. The SARs Restricted Stock Units and the Participant’s rights under this Agreement may not be sold, assigned, transferred, pledged pledged, or otherwise encumbered. When the Restricted Stock Units are paid, the Participant will owe applicable federal income and employment taxes and state and local income and employment taxes. The number of shares issued will be netted down to cover the taxes owed. Nothing contained in this Agreement or in the Plan shall confer upon the Participant any right to continue in the employment of, or remain in the service of, Valvoline Ashland or any of its Subsidiariessubsidiaries. Information about the Participant and the Participant’s participation in the Plan may be collected, recorded and held, used and disclosed by and among ValvolineAshland, its Subsidiaries subsidiaries and any third party Plan administrators as necessary for the purpose of managing and administering the Plan. The Participant understands that such processing of this information may need to be carried out by ValvolineAshland, its affiliates and Subsidiaries subsidiaries and by third party administrators whether such persons are located within the Participant’s country or elsewhere, including the United States of America. By accepting this Award, the Participant consents to the processing of information relating to the Participant and the Participant’s participation in the Plan in any one or more of the ways referred to above. The Participant consents and agrees to electronic delivery of any documents that Valvoline Ashland may elect to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered under the Plan. The Participant understands that, unless earlier revoked by the Participant by giving written notice to Valvoline Ashland Inc. at 000 Xxxxxxxxx Xxx00 X. XxxxxXxxxxx Xxxx., Xxxxxxxxx, XX 00000, 00000 Attention Stock Plan AdministratorXxxx Xxxxxxxxx, this consent shall be effective for the duration of the Award. The Participant also understands that the Participant shall have the right at any time to request that Valvoline Ashland deliver written copies of any and all materials referred to above at no charge. In consideration This Award is granted under, and is subject to, all the terms and conditions of the Plan, including, but not limited to, the forfeiture provision of Section 16(H) of the Plan. Subject to the terms and conditions specified herein and of the Plan, this Award of Restricted Stock Units shall be confirmed by execution of this AwardAgreement and delivery thereof no later than XXXXXXXX to Ashland Inc. at 00 X. XxxxxXxxxxx Xxxx., Xxxxxxxxx, XX 00000 Attention Xxxx Xxxxxxxxx. The right to the Participant agrees that, during Restricted Stock Units under the Participant’s employment and the twenty-four (24) month period following the Participant’s termination of employment for any reason, without the prior written consent of Valvoline, the Participant will not:Plan shall expire if not accepted by XXXXXXXXX as set forth above.

PERSONAL AND CONFIDENTIAL. The Award shall be governed by Section 12 As the Restricted Stock vests, the Participant will owe applicable federal income and employment taxes and state and local income and employment taxes at the Vesting Date of the Plan shares of Restricted Stock that vest. The amount of taxes due in each instance is based on the event of a Change in Control; provided that, without limiting Section 12(A)(3) fair market value of the Plan, Common Stock delivered on the Award will not be considered to be assumed, continued, converted or replaced by the surviving or resulting entity in connection with a Change in Control unless, in each case as determined by the Compensation Committee in its sole discretion prior to such Change in Control, (1) the number and kind of shares or other securities underlying the Award, and the exercise price applicable thereto, are adjusted to prevent dilution of the Participant’s rights hereunder and to preserve the intrinsic value and material terms and conditions of the Award as in effect prior to the Change in Control, and (2) immediately following the Change in Control the Award relates to shares of stock in the surviving or resulting entity which are publicly traded and listed on a national securities exchange. The SARs and the Participant’s rights under this Agreement may not be sold, assigned, transferred, pledged or otherwise encumberedVesting Date. Nothing contained in this Agreement or in the Plan shall confer upon the Participant any right to continue in the employment of, or remain in the service of, Valvoline Ashland or any of its Subsidiariessubsidiaries. Information about the Participant and the Participant’s participation in the Plan may be collected, recorded and held, used and disclosed by and among ValvolineAshland, its Subsidiaries subsidiaries and any third party Plan administrators as necessary for the purpose of managing and administering the Plan. The Participant understands that such processing of this information may need to be carried out by ValvolineAshland, its affiliates and Subsidiaries subsidiaries and by third party administrators whether such persons are located within the Participant’s country or elsewhere, including the United States of America. By accepting this Award, the Participant consents to the processing of information relating to the Participant and the Participant’s participation in the Plan in any one or more of the ways referred to above. The Participant consents and agrees to electronic delivery of any documents that Valvoline Ashland may elect to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered under the Plan. The Participant understands that, unless earlier revoked by the Participant by giving written notice to Valvoline Ashland at 000 Xxxxxxxxx Xxx00 X. XxxxxXxxxxx Xxxx., Xxxxxxxxx, XX 00000, Attention Stock Plan Administrator00000 Attention: Xxxx Xxxxxxxxx, this consent shall be effective for the duration of the Award. The Participant also understands that the Participant shall have the right at any time to request that Valvoline Xxxxxxx deliver written copies of any and all materials referred to above at no charge. This Award is granted under, and is subject to, all the terms and conditions of the Plan, including, but not limited to, the forfeiture provision of Section 16(H) of the Plan. In consideration of this Award, the Participant agrees thatthat without the written consent of Xxxxxxx, the Participant will not (i) engage directly or indirectly in any manner or capacity as principal, agent, partner, officer, director, employee or otherwise in any business or activity competitive with the business conducted by Xxxxxxx or any of its subsidiaries; or (ii) perform any act or engage in any activity that is detrimental to the best interests of Ashland or any of its subsidiaries, including, without limitation, (aa) solicit or encourage any existing or former employee, director, contractor, consultant, customer or supplier of Ashland or any of its subsidiaries to terminate his, her or its relationship with Ashland or any of its subsidiaries for any reason, or (bb) disclose proprietary or confidential information of Ashland or any of its subsidiaries to third parties or use any such proprietary or confidential information for the benefit of anyone other than Ashland and its subsidiaries (the “Participant Covenants”), provided, however, that section (ii) above shall not be breached in the event that the Participant discloses proprietary or confidential information to the Securities and Exchange Commission, to the extent necessary to report suspected or actual violations of U.S. securities laws, or the Participant’s disclosure of proprietary or confidential information is protected under the whistleblower provisions of any applicable law or regulation. The Participant understands that if he or she makes a disclosure of proprietary or confidential information that is covered above, he or she is not required to inform Xxxxxxx, in advance or otherwise, that such disclosure(s) has been made. Notwithstanding any other provision of the Plan or this Agreement to the contrary, but subject to any applicable laws to the contrary, the Participant agrees that in the event the Participant fails to comply or otherwise breaches any of the Participant Covenants either during the Participant’s employment and the or within twenty-four (24) month period months following the Participant’s termination of employment with Ashland or its subsidiaries for any reason: (i) Ashland may eliminate or reduce the amount of any compensation, without benefit, or payment otherwise payable by Ashland or any of its subsidiaries (either directly or under any employee benefit or compensation plan, agreement, or arrangement) to or on behalf of the prior written consent Participant in an amount up to the total amount of Valvolinethe closing stock price of Common Stock on the vesting date multiplied by the number of shares of Common Stock delivered to the Participant under this Agreement; and/or (ii) Ashland may require the Participant to pay Ashland an amount up to the closing stock price of Common Stock on the vesting date multiplied by the number of shares of Common Stock delivered to the Participant under this Agreement; in each case together with the amount of Ashland’s court costs, attorney fees, and other costs and expenses incurred in connection therewith. Copies of the Plan and related Prospectus are available for your review on Fidelity’s website. This grant of Restricted Stock is subject to your on-line acceptance of the terms and conditions of this Agreement through the Fidelity website. By accepting the terms and conditions of this Agreement, the Participant will not:acknowledges receipt of a copy of the Plan, Prospectus, and Xxxxxxx’s most recent Annual Report and Proxy Statement (the “Prospectus Information”). The Participant represents that he or she is familiar with the terms and provisions of the Prospectus Information and hereby accepts this Award on the terms and conditions set forth herein and in the Plan, and acknowledges that he or she had the opportunity to obtain independent legal advice at his or her expense prior to accepting this Award.

PERSONAL AND CONFIDENTIAL. The Award shall be governed by Section 12 of the Plan in the event of a Change in Control; provided that, without limiting Section 12(A)(3) of the Plan, the Award will not be considered to be assumed, continued, converted or replaced by the surviving or resulting entity in connection with a Change in Control unless, in each case as determined by the Compensation Committee in its sole discretion prior to such Change in Control, (1) the number and kind of shares or other securities underlying the Award, and the exercise price applicable thereto, Award are adjusted to prevent dilution of the ParticipantRecipient’s rights hereunder and to preserve the intrinsic value and material terms and conditions of the Award as in effect as of immediately prior to the Change in Control, Control and (2) immediately following the Change in Control the Award (including the time-based, stock-settled Restricted Stock Units described above) relates to shares of stock in the surviving or resulting entity which are publicly traded and listed on a national securities exchange. The SARs Participant will not have any rights as a shareholder (including voting rights and rights to receive dividends) with respect to the shares of Common Stock subject to the Performance Units until such time, if any, that shares of Common Stock are delivered to the Participant pursuant to the terms of this Agreement. The Participant will not be entitled to any Dividend Equivalents with respect to the Performance Units. The Performance Units and the Participant’s rights under this Agreement may not be sold, assigned, transferred, pledged or otherwise encumbered. Nothing contained in this Agreement Agreement, the LTIP or in the Plan shall confer upon the Participant any right to continue in the employment of, or remain in the service of, Valvoline or any of its Subsidiaries. Information about the Participant and the Participant’s participation in the Plan may be collected, recorded and held, used and disclosed by and among Valvoline, its Subsidiaries and any third party Plan administrators as necessary for the purpose of managing and administering the Plan. The Participant understands that such processing of this information may need to be carried out by Valvoline, its affiliates and Subsidiaries and by third party administrators whether such persons are located within the Participant’s country or elsewhere, including the United States of America. By accepting this Award, the Participant consents to the processing of information relating to the Participant and the Participant’s participation in the Plan in any one or more of the ways referred to above. The Participant consents and agrees to electronic delivery of any documents that Valvoline may elect to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered under the Plan. The Participant understands that, unless earlier revoked by the Participant by giving written notice to Valvoline at 000 Xxxxxxxxx Xxx, Xxxxxxxxx, XX 00000, Attention Attention: Stock Plan Administrator, this consent shall be effective for the duration of the Award. The Participant also understands that the Participant shall have the right at any time to request that Valvoline deliver written copies of any and all materials referred to above at no charge. In consideration of this Award, the Participant agrees that, during the Participant’s employment and the twenty-four (24) month period following the Participant’s termination of employment for any reason, without the prior written consent of Valvoline, the Participant will not:

PERSONAL AND CONFIDENTIAL. The Award shall be governed by Section 12 Notwithstanding any other provision of the Plan in the event of a Change in Control; provided that, without limiting Section 12(A)(3) of the Plan, the Award will not be considered to be assumed, continued, converted or replaced by the surviving or resulting entity in connection with a Change in Control unless, in each case as determined by the Compensation Committee in its sole discretion prior to such Change in Control, (1) the number and kind of shares or other securities underlying the Award, and the exercise price applicable thereto, are adjusted to prevent dilution of the Participant’s rights hereunder and to preserve the intrinsic value and material terms and conditions of the Award as in effect prior this Agreement to the Change in Controlcontrary, and (2) immediately following the Change in Control the Award relates but subject to shares of stock in the surviving or resulting entity which are publicly traded and listed on a national securities exchange. The SARs and the Participant’s rights under this Agreement may not be sold, assigned, transferred, pledged or otherwise encumbered. Nothing contained in this Agreement or in the Plan shall confer upon the Participant any right to continue in the employment of, or remain in the service of, Valvoline or any of its Subsidiaries. Information about the Participant and the Participant’s participation in the Plan may be collected, recorded and held, used and disclosed by and among Valvoline, its Subsidiaries and any third party Plan administrators as necessary for the purpose of managing and administering the Plan. The Participant understands that such processing of this information may need to be carried out by Valvoline, its affiliates and Subsidiaries and by third party administrators whether such persons are located within the Participant’s country or elsewhere, including the United States of America. By accepting this Award, the Participant consents applicable laws to the processing of information relating to the Participant and the Participant’s participation in the Plan in any one or more of the ways referred to above. The Participant consents and agrees to electronic delivery of any documents that Valvoline may elect to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered under the Plan. The Participant understands that, unless earlier revoked by the Participant by giving written notice to Valvoline at 000 Xxxxxxxxx Xxx, Xxxxxxxxx, XX 00000, Attention Stock Plan Administrator, this consent shall be effective for the duration of the Award. The Participant also understands that the Participant shall have the right at any time to request that Valvoline deliver written copies of any and all materials referred to above at no charge. In consideration of this Awardcontrary, the Participant agrees that, that in the event the Participant fails to comply or otherwise breaches any of the Participant Covenants either during the Participant’s employment and the or within twenty-four (24) month period months following the Participant’s termination of employment with Ashland or its subsidiaries for any reason: (i) Ashland may eliminate or reduce the amount of any compensation, without the prior written consent benefit, or payment otherwise payable by Ashland or any of Valvolineits subsidiaries (either directly or under any employee benefit or compensation plan, agreement, or arrangement) to or on behalf of the Participant in an amount up to the total amount paid (or closing stock price of Ashland Common Stock on the payment date multiplied by the number of shares of Ashland Common Stock awarded) or payable to the Participant under this Agreement; and/or (ii) Ashland may require the Participant to pay Ashland an amount up to the total amount paid (or closing stock price of Ashland Common Stock on the payment date multiplied by the number of shares of Ashland Common Stock awarded) to the Participant under this Agreement; in each case together with the amount of Ashland’s court costs, attorney fees, and other costs and expenses incurred in connection therewith. Based upon the attainment of the Performance Goals outlined in the LTIP and the Participant’s continued employment through the last business day of the month prior to the Crediting Date (as defined below) (the “Vesting Date”), this Award of Performance Units will not:be paid to the Participant solely in cash, in an amount determined by multiplying (x) the number of Performance Units (if any) earned pursuant to this Award, by (y) the Fair Market Value (as defined in the Plan) per share of Ashland Common Stock on the date that attainment of the Performance Goals and payment of this Award is approved in accordance with the LTIP and the Plan (the “Crediting Date”). After the Crediting Date, payment shall be made to the Participant as soon as it is administratively possible and all other conditions hereunder are met. This Agreement shall not entitle Participant to Ashland Common Stock, or any dividends or distributions on Ashland Common Stock, or any return or interest on the contingent cash compensation provided in this Agreement. The cash compensation shall be calculated in US dollars, but paid in the local currency of the Participant (as soon as administratively possible) based on the prevailing currency conversion rate on the Crediting Date.