Common use of Vesting and Payment of the Performance Shares Clause in Contracts

Vesting and Payment of the Performance Shares. One hundred percent (100%) of the earned Performance Shares will vest on the earliest of the dates specified below and will be paid when specified below (with the vesting date listed first in each Subsection, followed by payment date): (a) December 31, 20__, provided the Participant has continued in the employment of the Company, its Affiliates, or its Subsidiaries through such date, in which case the Performance Shares will be paid by ____________, 20__; (b) On the date the Participant incurs a Separation from Service that occurs on or after July 1, 20__ and before December 31, 20__ due to death, Retirement or Disability (but in the case of Disability determined without regard to the length of any elimination period under the long term disability benefits plan), in which case the number of Performance Shares earned during the Performance Period will be prorated based upon the ratio that the number of calendar months served during the Performance Period (full credit given for partial months) bears to 36 months (provided such ratio shall not exceed 100%) and will be paid by ____________, 20__. However, if the Participant is a Specified Employee within the meaning of Code Section 409A, the Performance Shares will be paid six (6) months following such Separation from Service to the extent required to comply with Code Section 409A; (c) On the date of a Change in Control with respect to which Neenah, Inc. is not the surviving entity, provided the Participant has continued in the employment of the Company, its Affiliates, or its Subsidiaries through such occurrence. The Performance Shares will be paid within thirty (30) days following the Change in Control; or (d) On the date the Participant incurs a Separation from Service if a Change in Control occurs with respect to which Neenah, Inc. is the surviving entity, and within two years after the date of the Change in Control and before December 31, 20__, the Participant incurs a Separation from Service as a result of the Participant’s employment being terminated by the Company, its Affiliates, and/or Subsidiaries other than for Cause, or by the Participant for Good Reason. The Performance Shares will be paid within thirty (30) days following Separation from Service; provided, however, that in the case of a Participant who is a Specified Employee, the Performance Shares will be paid six (6) months following Separation from Service to the extent required to comply with Code Section 409A, but not later than ____________, 20__ to the extent permissible under Code Section 409A.

Vesting and Payment of the Performance Shares. One hundred percent (100%) of the earned Performance Shares under Component I will vest on the earliest of the dates specified below and will be paid when specified below (with the vesting date listed first in each Subsection, followed by payment date): (a) December 31, 20__[2019], provided the Participant has continued in the employment of the Company, its Affiliates, or its Subsidiaries through such date, in which case the Performance Shares will be paid by ____________on December 31, 20__[2019]; (b) On the Participant’s date of death if the Participant dies on or after December 31, [2017] and before December 31, [2019], provided the Participant has continued in the employment of the Company, its Affiliates, and/or its Subsidiaries through the date of death, in which case the Performance Shares will be paid within thirty (30) days following the date of death; (c) On the date the Participant incurs a “Separation from Service Service” (within the meaning of Code Section 409A), if that occurs on or after July 1December 31, 20__ [2017] and before December 31, 20__ [2019], due to death, Retirement “Retirement” or Disability “Disability,” as those terms are defined in the Plan (but in the case of Disability determined without regard to the length of any elimination period under the long term disability benefits plan), in which case the number of Performance Shares earned during the Performance Period will be prorated based upon the ratio that the number of calendar months served during the Performance Period (full credit given for partial months) bears to 36 months (provided such ratio shall not exceed 100%) and will be paid by ____________within thirty (30) days following the Separation from Service, 20__. Howeverprovided, however, if the Participant is a “Specified Employee Employee” within the meaning of Code Section 409A, the Performance Shares will be paid within the earlier of thirty (30) days following six (6) months following such Separation from Service to the extent required to comply with Code Section 409Aor December 31, [2019]; (cd) On the date of a “Change of Control” (as defined in Control Section 15 of “Provisions Applicable to all Performance Shares”), if that occurs on or after January 1, [2017] and before December 31, [2019], with respect to which NeenahNeenah Paper, Inc. is not the surviving entity, provided the Participant has continued in the employment of the Company, its Affiliates, or its Subsidiaries through such occurrence; provided, however, that if the Change of Control occurs on or after January 1, [2017] and before December 31, [2017], the Participant shall be deemed to earn 75% of the Target Performance Shares. The Performance Shares will be paid within thirty (30) days following the Change in of Control; or (d) On the date the Participant incurs a Separation from Service if a Change in Control occurs with respect to which Neenah, Inc. is the surviving entity, and within two years after the date of the Change in Control and before December 31, 20__, the Participant incurs a Separation from Service as a result of the Participant’s employment being terminated by the Company, its Affiliates, and/or Subsidiaries other than for Cause, or by the Participant for Good Reason. The Performance Shares will be paid within thirty (30) days following Separation from Service; provided, however, that in the case of a Participant who is a Specified Employee, the Performance Shares will be paid six (6) months following Separation from Service to the extent required to comply with Code Section 409A, but not later than ____________, 20__ to the extent permissible under Code Section 409A.

Vesting and Payment of the Performance Shares. One hundred percent (100%) of the earned Performance Shares under Component I will vest on the earliest of the dates specified below and will be paid when specified below (with the vesting date listed first in each Subsection, followed by payment date): (a) December 31, 20__, _ provided the Participant has continued in the employment of the Company, its Affiliates, or its Subsidiaries through such date, in which case the Performance Shares will be paid by ____________on December 31, 20__; (b) On the date the Participant incurs a “Separation from Service Service” (within the meaning of Code Section 409A), if that occurs on or after July 1, 20__ and before December 31, 20__ due to death, Retirement “Retirement” or Disability “Disability” (as defined in the Plan) (but in the case of Disability determined without regard to the length of any elimination period under the long term disability benefits plan), in which case the number of Performance Shares earned during the Performance Period will be prorated based upon the ratio that the number of calendar months served during the Component I Performance Period (full credit given for partial months) bears to 36 12 months (provided such ratio shall not exceed 100%) and will be paid by upon the later of 20____________, by February 28, 20__. However, or within thirty (30) days following the date of the Participant’s Separation from Service provided, however, if the Participant is a “Specified Employee Employee” within the meaning of Code Section 409A, the Performance Shares will be paid six (6) months following such Separation from Service to the extent required to comply with Code Section 409A (but not before 20__, by February 28, 20__ or later than December 31, 20__ to the extent permissible under Code Section 409A); (c) On the date of a “Change in Control Control” (as defined in Section 15 of “Provisions Applicable to all Performance Shares”), if that occurs on or after January 1, 2019 and before December 31, ____, with respect to which Neenah, Inc. is not the surviving entity, provided the Participant has continued in the employment of the Company, its Affiliates, or its Subsidiaries through such occurrence; provided, however, that if the Change in Control occurs on or after January 1, 2019 and before December 31, ____, the Participant shall be deemed to earn 75% of the Target Performance Shares. The Performance Shares will be paid within thirty (30) days following the Change in Control; or (d) On the date the Participant incurs a Separation from Service if a Change in Control occurs with respect to which Neenah, Inc. is the surviving entity, and within two years after the date of the Change in Control and before December 31, 20__, the Participant incurs a Separation from Service as a result of the Participant’s employment being terminated by the Company, its Affiliates, and/or Subsidiaries other than for Cause, or by the Participant for Good Reason. The Performance Shares will be paid within thirty (30) days following Separation from Service; provided, however, that in the case of a Participant who is a Specified Employee, the Performance Shares will be paid six (6) months following Separation from Service to the extent required to comply with Code Section 409A, but not later than ____________, 20__ to the extent permissible under Code Section 409A.

Vesting and Payment of the Performance Shares. One hundred percent (100%) of the earned Performance Shares under Component I will vest on the earliest of the dates specified below and will be paid when specified below (with the vesting date listed first in each Subsection, followed by payment date): (a) December 31, 20__, _ provided the Participant has continued in the employment of the Company, its Affiliates, or its Subsidiaries through such date, in which case the Performance Shares will be paid by ____________on December 31, 20__; (b) On the Participant’s date of death if the Participant dies on or after December 31, 20__ and before December 31, 20__, provided the Participant has continued in the employment of the Company, its Affiliates, and/or its Subsidiaries through the date of death, in which case the Performance Shares will be paid within thirty (30) days following the date of death; (c) On the date the Participant incurs a “Separation from Service Service” (within the meaning of Code Section 409A), if that occurs on or after July 1, 20__ and before December 31, 20__ due to death, Retirement “Retirement” or Disability “Disability” (as defined in the Plan) (but in the case of Disability determined without regard to the length of any elimination period under the long term disability benefits plan), in which case the number of Performance Shares earned during the Performance Period will be prorated based upon the ratio that the number of calendar months served during days from the Performance Period (full credit given for partial months) date of grant through the date of the Participant’s Separation from Service bears to 36 months (provided such ratio shall not exceed 100%) 1,095 and will be paid by upon the later of 20____________, by February 28, 20__. However, or within thirty (30) days following the date of the Participant’s Separation from Service (but not later than December 31, 20__), provided, however, if the Participant is a “Specified Employee Employee” within the meaning of Code Section 409A, the Performance Shares will be paid six (6) months following such Separation from Service to the extent required to comply with Code Section 409A (but not before 20__, by February 28, 20__ or later than December 31, 20__ to the extent permissible under Code Section 409A); (cd) On the date of a “Change in Control Control” (as defined in Section 15 of “Provisions Applicable to all Performance Shares”), if that occurs on or after January 1, 2019 and before December 31, ____, with respect to which Neenah, Inc. is not the surviving entity, provided the Participant has continued in the employment of the Company, its Affiliates, or its Subsidiaries through such occurrence; provided, however, that if the Change in Control occurs on or after January 1, 2019 and before December 31, ____, the Participant shall be deemed to earn 75% of the Target Performance Shares. The Performance Shares will be paid within thirty (30) days following the Change in Control; or (d) On the date the Participant incurs a Separation from Service if a Change in Control occurs with respect to which Neenah, Inc. is the surviving entity, and within two years after the date of the Change in Control and before December 31, 20__, the Participant incurs a Separation from Service as a result of the Participant’s employment being terminated by the Company, its Affiliates, and/or Subsidiaries other than for Cause, or by the Participant for Good Reason. The Performance Shares will be paid within thirty (30) days following Separation from Service; provided, however, that in the case of a Participant who is a Specified Employee, the Performance Shares will be paid six (6) months following Separation from Service to the extent required to comply with Code Section 409A, but not later than ____________, 20__ to the extent permissible under Code Section 409A.