SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN WESTROCK COMPANY AND INGEVITY CORPORATION DATED AS OF _______, 2016Separation and Distribution Agreement • April 4th, 2016 • Ingevity Corp • Chemicals & allied products • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of ______, 2016 (this “Agreement”), is by and between WestRock Company, a Delaware corporation (“Parent”), and Ingevity Corporation, a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
CRUDE TALL OIL AND BLACK LIQUOR SOAP SKIMMINGS AGREEMENTCrude Tall Oil and Black Liquor Soap Skimmings Agreement • April 4th, 2016 • Ingevity Corp • Chemicals & allied products • Virginia
THIS CRUDE TALL OIL AND BLACK LIQUOR SOAP SKIMMINGS AGREEMENT (this “Agreement”) is made and entered into on ___________, 2016, (“Effective Date”), by and between WestRock Shared Services, LLC and WestRock MWV, LLC, on behalf of the affiliates of WestRock Company (“Seller”), and Ingevity Corporation, a Delaware corporation (“Buyer”). Buyer and Seller may each be referred to as a “Party” and collectively as the “Parties.”
INTELLECTUAL PROPERTY AGREEMENTIntellectual Property Agreement • April 4th, 2016 • Ingevity Corp • Chemicals & allied products
This INTELLECTUAL PROPERTY AGREEMENT, dated as of ______, 2016 (this “Agreement”), is by and between WestRock Company, a Delaware corporation (“Parent”), and Ingevity Corporation, a Delaware corporation (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Section 1 or the Separation Agreement. SpinCo and Parent may be individually referred to herein as a “Party” and collectively as the “Parties.”
FORM OF TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 4th, 2016 • Ingevity Corp • Chemicals & allied products • Delaware
This TRANSITION SERVICES AGREEMENT, dated as of _______, 2016 (this “Agreement”), is by and between WestRock Company, a Delaware corporation (“Provider”), and Ingevity Corporation, a Delaware corporation (“SpinCo”).
Form of EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • April 4th, 2016 • Ingevity Corp • Chemicals & allied products
This Employee Matters Agreement (this “Agreement”), dated as of [___], 2016, with effect as of the Effective Time (as defined below), is entered into by and between WestRock Company, a Delaware corporation (“Parent”), and Ingevity Corporation, a Delaware corporation (“SpinCo,” and together with Parent, the “Parties”).
FORM OF Trust AGREEMENTForm of Trust Agreement • April 4th, 2016 • Ingevity Corp • Chemicals & allied products • New York
This Trust Agreement (the “Agreement”) is entered into as of ____________, 2016 by and among INGEVITY CORPORATION, a Delaware corporation (“Ingevity” or “Grantor”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee hereunder (the “Trustee”), and WESTROCK COMPANY, a Delaware corporation (“WestRock”) under the following circumstances.
