VERITIV CORPORATION (a Delaware corporation) 1,500,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 25th, 2018 • Veritiv Corp • Wholesale-paper & paper products • New York
VERITIV CORPORATION (a Delaware corporation) 1,400,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 19th, 2020 • Veritiv Corp • Wholesale-paper & paper products • New York
AGREEMENT AND PLAN OF MERGER dated as of AUGUST 6, 2023 among VERITIV CORPORATION, VERDE PURCHASER, LLC and VERDE MERGER SUB, INC.Merger Agreement • August 7th, 2023 • Veritiv Corp • Wholesale-paper & paper products • Delaware
WHEREAS, the respective Boards of Directors (or equivalent thereof) of Parent and Merger Subsidiary have approved and declared advisable this Agreement and the Transactions, including the Merger;
THIRD AMENDMENT TO ABL CREDIT AGREEMENTAbl Credit Agreement • May 9th, 2023 • Veritiv Corp • Wholesale-paper & paper products • New York
ABL CREDIT AGREEMENT, dated as of July 1, 2014, as amended as of August 11, 2016 and as amended and restated as of April 9, 2020, among Veritiv Corporation, a Delaware corporation (as further defined in subsection 1.1, “Holding”), Veritiv Operating Company (formerly known as Unisource Worldwide, Inc.), a Delaware corporation (as further defined in subsection 1.1, the “Parent Borrower”) and each Subsidiary Borrower (as defined in subsection 1.1) from time to time party hereto (together with the Parent Borrower and the Canadian Borrower (as defined in subsection 1.1), being collectively referred to herein as the “Borrowers” and each being individually referred to as a “Borrower”), the several banks and other financial institutions from time to time party hereto (as further defined in subsection 1.1, the “Lenders”), Bank of America, N.A., as administrative agent and collateral agent for the Lenders hereunder (in such capacities, respectively, the “Administrative Agent” and the “ABL Collat
TAX RECEIVABLE AGREEMENT by and among VERITIV CORPORATION and UWW HOLDINGS, LLC Dated as of July 1, 2014Tax Receivable Agreement • July 3rd, 2014 • Veritiv Corp • Wholesale-paper & paper products • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of July 1, 2014, is hereby entered into by and among Veritiv Corporation, a Delaware corporation (“Spinco”) and UWW Holdings, LLC, a Delaware limited liability company (“Holdings”), in its capacity as a Beneficiary (as defined below) and a representative of the Beneficiaries (in such representative capacity, and along with any successor as provided in Section 7.06(a), the “Representative”).
FIRST AMENDMENT TO ABL CREDIT AGREEMENTAbl Credit Agreement • August 15th, 2016 • Veritiv Corp • Wholesale-paper & paper products • New York
ABL CREDIT AGREEMENT, dated as of July 1, 2014, among Veritiv Corporation, a Delaware corporation (as further defined in subsection 1.1, “Holding”), xpedx Intermediate, LLC, a Delaware limited liability company (as further defined in subsection 1.1, the “Parent Borrower”), xpedx, LLC, a New York limited liability company and a direct, wholly-owned Subsidiary of International Paper (the “OpCo Borrower”), and each Subsidiary Borrower (as defined in subsection 1.1) from time to time party hereto (together with the Parent Borrower, the OpCo Borrower and the Canadian Borrower (as defined in subsection 1.1), being collectively referred to herein as the “Borrowers” and each being individually referred to as a “Borrower”), the several banks and other financial institutions from time to time party hereto (as further defined in subsection 1.1, the “Lenders”), Bank of America, N.A., as administrative agent and collateral agent for the Lenders hereunder (in such capacities, respectively, the “Admi
TRANSITION SERVICES AGREEMENTTransition Services Agreement • July 3rd, 2014 • Veritiv Corp • Wholesale-paper & paper products • Delaware
THIS AGREEMENT (this “Agreement”) is made as of July 1, 2014, between International Paper Company, a New York corporation (“IP”), and Veritiv Corporation, a Delaware corporation (“Spinco” and, together with IP, the “Parties”).
RE: Separation Agreement Dear Mark:Separation Agreement • February 28th, 2023 • Veritiv Corp • Wholesale-paper & paper products • Delaware
This Separation Agreement (the “Agreement”) constitutes an agreement between you and Veritiv Operating Company (the “Company”) on the terms of your separation from employment with us. As used in this Agreement, the Company shall also include Veritiv Corporation and its subsidiaries and affiliates and any of their predecessors (including but not limited to Unisource Worldwide, Inc. and xpedx, LLC). Unless otherwise expressly defined herein, all capitalized terms used herein shall have the meanings set forth for such terms in the Veritiv Corporation Executive Severance Plan (the “Severance Plan”).
TAX MATTERS AGREEMENT BY AND AMONG INTERNATIONAL PAPER COMPANY, XPEDX HOLDING COMPANY AND UWW HOLDINGS, INC. DATED AS OF JANUARY 28, 2014Tax Matters Agreement • February 14th, 2014 • Xpedx Holding Co • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of January 28, 2014, is entered into by and among International Paper Company, a New York corporation (“IP”), xpedx Holding Company, a Delaware corporation and a wholly owned Subsidiary of IP (“Spinco”), and UWW Holdings, Inc., a Delaware corporation (“UWWH” and, together with IP and Spinco, the “Parties”). Any capitalized term used herein without definition shall have the meaning given to it in the Contribution and Distribution Agreement, dated as of the date hereof, by and among IP, Spinco and UWWH (as such agreement may be amended from time to time, the “Contribution and Distribution Agreement”).
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • March 12th, 2021 • Veritiv Corp • Wholesale-paper & paper products • Delaware
THIS SHARE REPURCHASE AGREEMENT (this “Agreement”) is entered into as of March 9, 2021 by and between Veritiv Corporation, a Delaware corporation (the “Company”), and UWW Holdings, LLC, a Delaware limited liability company (the “Seller”).
REGISTRATION RIGHTS AGREEMENT BETWEEN UWW HOLDINGS, LLC AND VERITIV CORPORATION Dated as of July 1, 2014Registration Rights Agreement • July 3rd, 2014 • Veritiv Corp • Wholesale-paper & paper products • Delaware
WHEREAS, the Company and the Investor are parties to that certain Agreement and Plan of Merger, dated January 28, 2014, as amended, (the “Merger Agreement”), pursuant to which a wholly-owned subsidiary of the Investor will merge with and into the Company and, in connection therewith, the Investor will receive as consideration shares of common stock of the Company, $0.01 par value per share (“Common Stock”), in a private placement pursuant to Section 4(2) of the Securities Act; and
VERITIV CORPORATION (a Delaware corporation) 1,568,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 15th, 2016 • Veritiv Corp • Wholesale-paper & paper products • New York
FORM OF TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 4th, 2014 • Xpedx Holding Co • Wholesale-paper & paper products • Delaware
THIS AGREEMENT (this “Agreement”) is made as of [—], between International Paper Company, a New York corporation (“IP”), and xpedx Holding Company, a Delaware corporation (“Spinco” and, together with IP, the “Parties”).
VERITIV CORPORATION FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT (2020 Revision)Restricted Stock Unit Award Agreement • February 27th, 2020 • Veritiv Corp • Wholesale-paper & paper products • Delaware
This certifies that Veritiv Corporation (the “Company”) grants to the Grantee named below, subject to the provisions of the Veritiv Corporation 2014 Omnibus Incentive Plan (the “Plan”) and this Restricted Stock Unit Award Agreement (this “Award Agreement”), including the attached terms and conditions (which are incorporated herein and made a part of this Award Agreement), the following number of Restricted Units, on the Grant Date set forth below (the “Restricted Stock Units”). Capitalized terms used but not defined in this Award Agreement shall have the meanings assigned to such terms in the Plan. Each Restricted Stock Unit represents the contingent right to receive one Share.1
VERITIV CORPORATION FORM OF DIRECTOR DEFERRED SHARE UNIT AWARD AGREEMENT (Stock-Settled Award)Director Deferred Share Unit Award Agreement • August 9th, 2016 • Veritiv Corp • Wholesale-paper & paper products • Delaware
This certifies that Veritiv Corporation (the “Company”) grants to the Grantee named below, subject to the provisions of the Veritiv Corporation 2014 Omnibus Incentive Plan (the “Plan”) and this Director Deferred Share Unit Award Agreement (this “Award Agreement”), including the attached terms and conditions (which are incorporated herein and made a part of this Award Agreement), the following number of Deferred Share Units, on the Grant Date set forth below (the “Deferred Share Units”). Capitalized terms used but not defined in this Award Agreement shall have the meanings assigned to such terms in the Plan. Each Deferred Share Unit represents the right to receive one Share.
AGREEMENT AND PLAN OF MERGER by and among INTERNATIONAL PAPER COMPANY, XPEDX HOLDING COMPANY, XPEDX INTERMEDIATE, LLC, XPEDX, LLC, UWW HOLDINGS, LLC, UWW HOLDINGS, INC. and UNISOURCE WORLDWIDE, INC. Dated as of January 28, 2014Merger Agreement • April 4th, 2014 • Xpedx Holding Co • Wholesale-paper & paper products • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of January 28, 2014 (this “Agreement”), is entered into by and among International Paper Company, a New York corporation (“IP”), xpedx Holding Company, a Delaware corporation and a direct, wholly-owned Subsidiary of IP (“Spinco”), xpedx Intermediate, LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of IP (“xpedx Intermediate”), xpedx, LLC, a New York limited liability company and a direct, wholly-owned Subsidiary of IP (“xpedx”), UWW Holdings, LLC, a Delaware limited liability company (the “UWWH Stockholder”), UWW Holdings, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of the UWWH Stockholder (“UWWH”), and Unisource Worldwide, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of UWWH (“Unisource” and together with IP, Spinco, xpedx Intermediate, xpedx, the UWWH Stockholder and UWWH, the “Parties” and each, a “Party”).
CONTRIBUTION AND DISTRIBUTION AGREEMENT AMONG INTERNATIONAL PAPER COMPANY, XPEDX HOLDING COMPANY, UWW HOLDINGS, INC. AND, SOLELY FOR PURPOSES OF ARTICLE VI AND ARTICLE X, UWW HOLDINGS, LLC DATED AS OF January 28, 2014Contribution and Distribution Agreement • April 4th, 2014 • Xpedx Holding Co • Wholesale-paper & paper products • Delaware
This CONTRIBUTION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of January 28, 2014, is entered into by and between International Paper Company, a New York corporation (“IP”), xpedx Holding Company, a Delaware corporation and a wholly-owned subsidiary of IP (“Spinco”), and UWW Holdings, Inc., a Delaware corporation (“UWWH”), and, solely for purposes of ARTICLE VI and ARTICLE X, UWW Holdings, LLC, a Delaware limited liability company (the “UWWH Stockholder” and, together with IP, Spinco and UWWH, the “Parties”).
VERITIV CORPORATION FORM OF PERFORMANCE SHARE AWARD AGREEMENT (Adjusted EBITDA Performance Shares)Performance Share Award Agreement • March 24th, 2015 • Veritiv Corp • Wholesale-paper & paper products • Delaware
This certifies that Veritiv Corporation (the “Company”) grants to the Grantee named below, subject to the provisions of the Veritiv Corporation 2014 Omnibus Incentive Plan (the “Plan”) and this Performance Share Award Agreement (this “Award Agreement”), including the attached terms and conditions (which are incorporated herein and made a part of this Award Agreement), an Award of the target number of Performance Shares (the “Performance Shares”) set forth below on the Grant Date set forth below. Capitalized terms used but not defined in this Award Agreement shall have the meanings assigned to such terms in the Plan. This Award represents the contingent right to receive a number of Shares equal to all, a portion or a multiple (not to exceed 200%) of the target number of Performance Shares, subject to the achievement of the applicable Performance Goals based on Adjusted EBITDA (as defined below) and the other terms and conditions of this Award Agreement and the Plan.1
U.S. GUARANTEE AND COLLATERAL AGREEMENT made by XPEDX INTERMEDIATE, LLC, (which on the effective date shall be merged with and into Unisource Worldwide, Inc., with Unisource Worldwide, Inc. surviving such merger), VERITIV CORPORATION, the Subsidiary...u.s. Guarantee and Collateral Agreement • July 3rd, 2014 • Veritiv Corp • Wholesale-paper & paper products • New York
WHEREAS, pursuant to that certain ABL Credit Agreement, dated as of the date hereof (as amended, waived, supplemented or otherwise modified from time to time, together with any agreement extending the maturity of, or restructuring, refunding, refinancing or increasing the Indebtedness under such agreement or any successor agreements, the “ABL Credit Agreement”), among Holding, the Parent Borrower, the OpCo Borrower, the Subsidiary Borrowers, the Administrative Agent, the ABL Collateral Agent and the other parties party thereto, the Lenders (as defined in the ABL Credit Agreement) have severally agreed to make extensions of credit to the Borrowers upon the terms and subject to the conditions set forth therein;
UWW HOLDINGS, INC. SEPARATION AND NON-COMPETITION AGREEMENTSeparation and Non-Competition Agreement • July 3rd, 2014 • Veritiv Corp • Wholesale-paper & paper products • Delaware
THIS SEPARATION AND NON-COMPETITION AGREEMENT (this “Agreement”) is made as of June 30, 2014 between UWW Holdings, Inc., a Delaware corporation (“UWW”) and Allan R. Dragone, Jr. (“Executive”).
XPEDX HOLDING COMPANY EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2014 • Xpedx Holding Co • Delaware
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of January 28, 2014, between xpedx Holding Company, a Delaware corporation (the “Company”), and Mary Laschinger (the “Executive”).
VERITIV CORPORATION DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • June 11th, 2014 • Veritiv Corp • Wholesale-paper & paper products • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of this day of , 2014, by and between Veritiv Corporation, a Delaware corporation (the “Corporation”), and (“Indemnitee”).
VERITIV CORPORATION FORM OF PERFORMANCE-BASED UNIT AWARD AGREEMENT (ROIC, Packaging Gross Profit Dollar Growth & Relative TSR Modifier)Performance-Based Unit Award Agreement • February 27th, 2020 • Veritiv Corp • Wholesale-paper & paper products • Delaware
This certifies that Veritiv Corporation (the “Company”) grants to the Grantee named below, subject to the provisions of the Veritiv Corporation 2014 Omnibus Incentive Plan (the “Plan”) and this Performance-Based Unit Award Agreement (this “Award Agreement”), including the attached terms and conditions (which are incorporated herein and made a part of this Award Agreement), an Award of the target number of units (the “Performance-Based Units”) set forth below on the Grant Date set forth below. Capitalized terms used but not defined in this Award Agreement shall have the meanings assigned to such terms in the Plan. This Award represents the contingent right to receive a cash incentive equal to all, a portion or a multiple (not to exceed 200%) of the target number of Performance-Based Units, subject to the achievement of the applicable Performance Goals based on ROIC, Packaging GP$ Growth and Relative TSR (each as defined below) and the other terms and conditions of this Award Agreement a
RE: Separation AgreementSeparation Agreement • September 17th, 2021 • Veritiv Corp • Wholesale-paper & paper products • Delaware
This Separation Agreement (the “Agreement”) constitutes an agreement between you and Veritiv Operating Company (the “Company”) on the terms of your separation from employment with us. As used in this Agreement, the Company shall also include Veritiv Corporation and its subsidiaries and affiliates and any of their predecessors (including but not limited to Unisource Worldwide, Inc. and xpedx, LLC). Unless otherwise expressly defined herein, all capitalized terms used herein shall have the meanings set forth for such terms in the Veritiv Corporation Executive Severance Plan (the “Severance Plan”).
FORM OF U.S. GUARANTEE AND COLLATERAL AGREEMENT made by XPEDX INTERMEDIATE, LLC, (which on the effective date shall be merged with and into Unisource Worldwide, Inc., with Unisource Worldwide, Inc. surviving such merger), VERITIV CORPORATION, the...u.s. Guarantee and Collateral Agreement • June 11th, 2014 • Veritiv Corp • Wholesale-paper & paper products • New York
WHEREAS, pursuant to that certain ABL Credit Agreement, dated as of the date hereof (as amended, waived, supplemented or otherwise modified from time to time, together with any agreement extending the maturity of, or restructuring, refunding, refinancing or increasing the Indebtedness under such agreement or any successor agreements, the “ABL Credit Agreement”), among the Parent Borrower, the OpCo Borrower, the Subsidiary Borrowers, the Administrative Agent, the ABL Collateral Agent and the other parties party thereto, the Lenders (as defined in subsection 1.1) have severally agreed to make extensions of credit to the Borrowers upon the terms and subject to the conditions set forth therein;
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 7th, 2023 • Veritiv Corp • Wholesale-paper & paper products • Delaware
This Voting and Support Agreement (this “Agreement”), dated as of August 6, 2023, is entered into by and among Veritiv Corporation, a Delaware corporation (the “Company”), Verde Purchaser, LLC, a Delaware limited liability company (“Parent”) and the undersigned stockholders, severally and not jointly (each, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
AMENDMENT TO EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • June 5th, 2014 • Veritiv Corp • Wholesale-paper & paper products
This Amendment is made effective as of June 2nd, 2014 to the Employee Matters Agreement (the “Agreement”) dated January 28, 2014 by and between International Paper Company, a New York corporation (“IP”), Veritiv Corporation (f/k/a xpedx Holding Company), a Delaware corporation and wholly owned subsidiary of IP (“Spinco”) and UWW Holdings, Inc., a Delaware corporation (“UWWH”) (collectively, the “Parties”).
VERITIV CORPORATION FORM OF PERFORMANCE SHARE UNIT AWARD AGREEMENT (ROIC, Packaging Gross Profit Dollar Growth & Relative TSR Modifier)Performance Share Unit Award Agreement • March 1st, 2022 • Veritiv Corp • Wholesale-paper & paper products • Delaware
This certifies that Veritiv Corporation (the “Company”) grants to the Grantee named below, subject to the provisions of the Veritiv Corporation 2014 Omnibus Incentive Plan (the “Plan”) and this Performance Share Unit Award Agreement (this “Award Agreement”), including the attached terms and conditions (which are incorporated herein and made a part of this Award Agreement), an Award of the target number of Performance Shares Units (the “Performance Share Units”) set forth below on the Grant Date set forth below. Capitalized terms used but not defined in this Award Agreement shall have the meanings assigned to such terms in the Plan. This Award represents the contingent right to receive a number of Shares equal to all, a portion or a multiple (not to exceed 200%) of the target number of Performance Share Units, subject to the achievement of the applicable Performance Goals based on ROIC, Packaging GP$ Growth and Relative TSR (each as defined below) and the other terms and conditions of t
AMENDMENT NO. 1 TO THE STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 2nd, 2022 • Veritiv Corp • Wholesale-paper & paper products
This AMENDMENT NO. 1 TO THE STOCK PURCHASE AGREEMENT, dated as of May 2, 2022 (this “Amendment”), is made by and among Paper Corporation of North America, a Delaware corporation (“Seller”), Veritiv Canada, Inc., a corporation incorporated under the Canada Business Corporations Act (the “Company”), solely for purposes of Section 8.9 of the Purchase Agreement (and Article I and Article XI of the Purchase Agreement to the extent applicable to Section 8.9), Veritiv Operating Company, a Delaware corporation (“Veritiv Operating” and, together with Seller, the “Restricted Parties”), Imperial Dade Canada Inc., a Canadian corporation (“Buyer”), and Imperial Bag & Paper Co. LLC, a Delaware limited liability company (“Guarantor”).
CANADIAN GUARANTEE AND COLLATERAL AGREEMENT made by UNISOURCE CANADA, INC. and the Canadian Guarantors, in favour of BANK OF AMERICA, N.A., as Administrative Agent and as ABL Collateral Agent Dated as of July 1, 2014Canadian Guarantee and Collateral Agreement • July 3rd, 2014 • Veritiv Corp • Wholesale-paper & paper products • Ontario
CANADIAN GUARANTEE AND COLLATERAL AGREEMENT, dated as of July 1, 2014, made by UNISOURCE CANADA, INC., a Canadian amalgamated corporation (the “Canadian Borrower”), and certain Canadian Subsidiaries of the Parent Borrower (as described below) from time to time party hereto (the “Canadian Guarantors”), in favour of BANK OF AMERICA, N.A., as ABL Collateral Agent (in such capacity, the “ABL Collateral Agent”) and administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions from time to time party to the ABL Credit Agreement (as described below).
VERITIV CORPORATION EMPLOYMENT AGREEMENTEmployment Agreement • January 5th, 2018 • Veritiv Corp • Wholesale-paper & paper products • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of December 29, 2017, between Veritiv Corporation, a Delaware corporation (the “Company”), and Mary A. Laschinger (the “Executive”). As of the Effective Date, as defined in Section 2, below, this Agreement shall amend, restate and supersede, in its entirety, the Employment Agreement between xpedx Holding Company and the Executive, dated as of January 28, 2014 (the “Prior Agreement”).
UWW HOLDINGS, INC. CONSULTING AND NON-COMPETITION AGREEMENTConsulting and Non-Competition Agreement • February 14th, 2014 • Xpedx Holding Co • Delaware
THIS CONSULTING AND NON-COMPETITION AGREEMENT (this “Agreement”) is made as of January 28, 2014 between UWW Holdings, Inc., a Delaware corporation (“UWW”) and Allan R. Dragone, Jr. (“Consultant”).
ABL CREDIT AGREEMENT among VERITIV CORPORATION, as Holding, VERITIV OPERATING COMPANY, (formerly known as Unisource Worldwide, Inc.), as the Parent Borrower, THE OTHER BORROWERS FROM TIME TO TIME PARTY HERETO, THE SEVERAL LENDERS FROM TIME TO TIME...Abl Credit Agreement • April 14th, 2020 • Veritiv Corp • Wholesale-paper & paper products • New York
ABL CREDIT AGREEMENT, dated as of July 1, 2014, as amended as of August 11, 2016 and as amended and restated as of April 9, 2020, among Veritiv Corporation, a Delaware corporation (as further defined in subsection 1.1, “Holding”), Veritiv Operating Company (formerly known as Unisource Worldwide, Inc.), a Delaware corporation (as further defined in subsection 1.1, the “Parent Borrower”) and each Subsidiary Borrower (as defined in subsection 1.1) from time to time party hereto (together with the Parent Borrower and the Canadian Borrower (as defined in subsection 1.1), being collectively referred to herein as the “Borrowers” and each being individually referred to as a “Borrower”), the several banks and other financial institutions from time to time party hereto (as further defined in subsection 1.1, the “Lenders”), Bank of America, N.A., as administrative agent and collateral agent for the Lenders hereunder (in such capacities, respectively, the “Administrative Agent” and the “ABL Collat
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • September 21st, 2020 • Veritiv Corp • Wholesale-paper & paper products • Delaware
I, Mary A. Laschinger, entered into that certain Employment Agreement with Veritiv Corporation dated December 29, 2017 (the “Agreement”). In consideration of Veritiv Corporation (together with its Subsidiaries, the “Company ”) agreeing to the deemed satisfaction of the continued employment requirements set forth in all outstanding LTIP Awards that were granted to me six months or more prior to my Retirement Date, as defined below, in accordance with Section 5(b)(ii) of the Agreement, and other good and valuable consideration (the “Retirement Benefits”), I enter into this Separation Agreement and General Release (“General Release”). I hereby release and forever discharge as of the date hereof the Company and its respective affiliates and related companies, the administrator (the “Administrator”) of the Veritiv Corporation 2014 Omnibus Incentive Plan (As Amended and Restated, Effective March 8, 2017) (the “Plan”), and their respective predecessors, successors and assigns (the “Veritiv Gr
AMENDMENT NO. 1 TO THE CONTRIBUTION AND DISTRIBUTION AGREEMENTContribution and Distribution Agreement • June 5th, 2014 • Veritiv Corp • Wholesale-paper & paper products
This AMENDMENT NO. 1, dated as of May 28, 2014 (this “Amendment”), to the Contribution and Distribution Agreement, dated as of January 28, 2014 (the “Distribution Agreement”), is entered into by and among International Paper Company, a New York corporation (“IP”), Veritiv Corporation (f/k/a xpedx Holding Company), a Delaware corporation (“Spinco”), UWW Holdings, LLC, a Delaware limited liability company (the “UWWH Stockholder”), and UWW Holdings, Inc., a Delaware corporation (“UWWH”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Distribution Agreement, and all references to Recitals, Articles and Sections herein are references to Recitals, Articles and Sections of the Distribution Agreement.
