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1.規約と条件: この業績ベースの制限付株式ユニットの付与は、Ingevity Corporation 2016オムニバスインセンティブプランに基づいて行われます。（」プラン」)、そしてあらゆる点でプランの条件の対象となります。これにより、本プランのすべての条件が本利用規約に組み込まれます（「規約と条件」) 参考までに。本利用規約の1つまたは複数の規定と本プランの1つ以上の規定との間に矛盾がある場合は、本プランの規定が優先されます。ただし、本プランと一致している限り、会社と譲受人が締結した個別の書面による合意の条件が本利用規約に優先します。ここで定義されていない大文字の用語には、プランでその用語に割り当てられた意味があります。

2.補助金の確認効力発生日は_____________に設定される（以下、「授与日）インジェビティ・コーポレーション（以下「当社」といいます）は、助成通知書に記載された氏名の個人（以下「受取人」といいます）に対して、一定数の普通株式に関連する業績ベースのリストリクテッド・ストック・ユニットを助成した会社）受取人の助成通知書に記載された普通株式の一定数に関して、業績に基づくリストリクテッド・ストック・ユニットを助成したGranteeは、本計画で表彰された従業員、取締役、またはコンサルタントを意味します。）受取人の助成通知書に記載された普通株式の一定数に関して、受取人の助成通知書に記載された普通株式の株式数を基にした業績に基づくリストリクテッド・ストック・ユニットを助成しましたパフォーマンス株式報酬（PSU）上記のPSUを受け入れることで、受取人はPSUがこれらの条件と規約、およびプランの条件に従うものであることを認識し同意します。

b.ただし、会社が普通株式の株に現金配当を宣言した場合、配当支払日において、受取人は、普通株式の1株あたりの現金配当額に、PSUに帰属する普通株式の株数を乗じた配当相当額を計上されます。配当相当額は、PSUと同様のベスト権利および喪失に関する条件の対象となり、PSUに関連する普通株式が引き渡される時点（またはPSUが喪失される時点）に現金で支払われます。この現金支払は、該当する税金の源泉徴収を受けます。

5.制限的契約PSUを受け入れることで、受領者は添付された機密保持、勧誘禁止、および競合禁止契約を遵守することに同意します。展示品B受領者が会社または関連会社との書面による制約契約を持っている場合、受領者はPSUの付与の条件としてその制約契約に基づく義務を引き続き遵守することに同意します。

7.獲得したPSUの決定: 本アワードの残りの条件に従い、譲受人は (a) 添付の業績目標の達成に基づいてPSUを獲得し、その権利を得る資格を得るものとします別紙A (ザ・」パフォーマンス目標」) 期間中に (」公演期間」）。ただし、業績期間の終了後、委員会が業績目標（PSUの数があれば、その数）が達成されたことを証明する日まで、被付与者が引き続き会社に雇用されている場合に限ります。獲得したPSU」)、および (b) 権利確定日（以下に定義）に、獲得PSUに権利確定となります。業績期間の終わりに、委員会は業績目標が達成されたかどうか、またどの程度達成されたかを判断し、業績目標の達成を証明し、業績目標に沿ったPSUアワードの決済を承認するものとします

パフォーマンス目標の達成は、ベスティング日に，委員会によって認定された獲得済みPSUの数は、TSR変更指数（添付の「Exhibit A」で定義されているものに基づいて調整されるものとする、Exhibit A」もしパフォーマンス目標が達成されなかった場合、PSUは自動的に喪失され、受取人のPSUに対する全権利が終了する。以下で別段に定められていない限り、受取人がベスティング日前に雇用を終了した場合、PSUは取り消されて受取人のPSU受賞権利はすべて終了する。

8.ベスティング日獲得したPSUは、（あれば）授与日の3周年に発生します（「ベスティング日」）、以下に別段の定めがない限り、ベスティング日までに受領者が会社に雇用され続けることが必要です。獲得したPSUの決済は、ベスティング日の直後できるだけ早く行われます。

9.従業員の雇用終了授与日の1周年を過ぎ、取得日の前に、(i) 受取人の雇用が死亡または障害（以下定義の通り）により終了される場合、(ii) その他の用件に基づく要因なく又は（セクション 4に記載されたその他）に基づいて、もしくは後に受取人が老後生活年齢（以下定義の通り）に達した日以降に自ら終了される場合、または(iii) その他の用件に基づく要因なく又は（セクション 4に記載されたその他）に基づき、受取人の雇用が非自発的に終了された場合、委員会が認定した業績期間の達成に基づく確定したパフォーマンス目標を、調整後のTSR変更要素により、合理的な割合で獲得する資本利益証券（下で説明。）的一部を獲得する権利を有することになります。獲得する資本利益証券の一部の割合は、以下により決定されます。すなわち、委員会が認定したパフォーマンス目標の達成に基づいて調整されたPSUの数を、賞与日から受取人の雇用終了日までの完了した月の数（分子）と、36（分母）とをかけた分数により。

特許取得済みのPSUは、以下のセクション11に記載されているように解決されることになります。この賞の目的において、「2.10 “障害” とは、参加者が、当該参加者が勤務するサービス提供者の長期障害保険プログラムの受給資格を得ることができる場合であってもそのような保険に加入していなくても良く、当該サービス提供者に対してサービスを提供している場合に適用されます。サービス提供者が長期障害計画を持っていない場合は、「障害」とは、参加者が90日以上連続で、医学的に確実に身体的または精神的な障害を理由に役職の責任と機能を遂行できないと判断された場合を意味します。参加者が委員会の裁量に十分に対応する証拠を提供しない限り、参加者が障害に陥ったと見なされません。」は、会社の裁量により永久的かつ完全に障害を受けたことを意味します。

Further, for purposes of the PSUs, the Grantee will be deemed to have experienced a termination of employment as of the date the Grantee is no longer actively providing services to the Company or its affiliates (regardless of the reason for such termination of employment and whether or not later found to be invalid or in breach of labor laws in the jurisdiction where the Grantee is providing services or the terms of the Grantee’s employment or service agreement, if any), and unless otherwise expressly provided in these Terms and Conditions or determined by the Company, the Grantee’s right to vest in the PSUs under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., the Grantee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment agreement, if any). The Committee shall have the exclusive discretion to determine when the Grantee is no longer actively providing services for purposes of the PSUs.

11.Settlement: The PSUs shall be settled by delivery of one share of Common Stock for each PSU earned based on the achievement of Performance Goals during the Performance Period, as adjusted by the TSR Modifier, if applicable. The PSUs shall be settled as soon as practicable after the Vesting Date. Notwithstanding the foregoing, to the extent that the PSUs are subject to Section 409A of the Internal Revenue Code, all such payments shall be made in compliance with the requirements of Section 409A of the Internal Revenue Code.

13.No Right to Continued Employment. The Grantee understands and agrees that nothing in these Terms and Conditions or the Plan shall confer upon the Grantee any right to continue as an employee or other service provider to the Company or its affiliates or shall interfere with or restrict in any way the rights of the Company or its affiliates to discharge or terminate the services of the Grantee at any time for any reason whatsoever, with or without cause.

f.the PSUs and the shares of Common Stock subject to the PSUs, and the income from and value of same, are not part of normal or expected compensation for purposes of, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;

i.no claim or entitlement to compensation or damages shall arise from forfeiture of the PSUs resulting from the Grantee’s termination of employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s employment or service agreement, if any); and

j.neither the Company nor the Employer shall be liable for any foreign exchange rate fluctuation between the Grantee’s local currency and the United States Dollar that may affect the value of the PSUs or of any amounts due to the Grantee pursuant to the settlement of PSUs or the subsequent sale of any shares of Common Stock acquired upon settlement.

a.The Grantee acknowledges that, regardless of any action taken by the Company or, if different, the affiliate employing or retaining the Grantee (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Grantee’s participation in the Plan and legally applicable to the Grantee (“Tax-Related Items”) is and remains the Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Grantee further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PSUs, including, but not limited to, the grant, vesting or settlement of the PSUs, the subsequent sale of shares of Common Stock acquired upon settlement of the PSUs and the receipt of any dividends and/or dividend equivalents; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the PSUs to reduce or eliminate the Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Grantee is subject to Tax- Related Items in more than one jurisdiction, the Grantee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

b.Prior to any relevant taxable or tax withholding event, as applicable, the Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Grantee authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items in the manner determined by the Company and/or the Employer from time to time, which may include: (i) withholding from the Grantee’s wages or other cash compensation paid to the Grantee by the Company and/or the Employer; (ii) requiring the Grantee to remit the aggregate amount of such Tax-Related Items to the Company in full, in cash or by check, bank draft or money order payable to the order of the Company or the Employer; (iii) the Company and any brokerage firm determined acceptable to the Company to sell on the Participant’s behalf a whole number of Shares from those Shares to be issued to the Participant as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy any applicable withholding obligations for Tax-Related Items; (iv) by a “net settlement” under which the Company reduces the number of shares of Common Stock issued on settlement of the PSUs by the number of shares of Common Stock with an aggregate fair market value that equals the amount of the Tax-Related Items associated with such settlement; or (v) any other method of withholding determined by the Company and permitted by applicable law; provided, however, that if the Grantee is a Section 16 officer of the Company under the Exchange Act, then any Tax-Related Items shall be withheld using alternative (iv) above (unless the

c.Depending on the withholding method, the Company or the Employer may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Grantee may receive a refund of any over- withheld amount in cash and will have no entitlement to the equivalent number of shares of Common Stock. If the obligation for Tax-Related Items is satisfied by withholding in shares of Common Stock, for tax purposes, the Grantee is deemed to have been issued the full number of shares of Common Stock subject to the settled PSUs, notwithstanding that a number of the shares are held back solely for the purpose of paying the Tax-Related Items.

d.The Grantee further agrees to pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares of Common Stock or the proceeds of the sale of shares of Common Stock, if the Grantee fails to comply with the Grantee’s obligations in connection with the Tax-Related Items.

e.Without limitation to the foregoing, the Grantee agrees that the Grantee is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items as and when requested by the Company or, if different, the Employer or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Grantee also agrees to indemnify and keep indemnified the Company or the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Grantee’s behalf. Notwithstanding the foregoing, if the Grantee is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply if the indemnification is viewed as a loan. In such case, if the amount of any income tax due is not collected from or paid by the Grantee within 90 days of the end of the U.K. tax year in which an event giving rise to the indemnification described above occurs, the amount of any uncollected income taxes may constitute a benefit to the Grantee on which additional income tax and National Insurance contributions (“NICs”) may be payable. The Grantee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company or the Employer, as applicable, any employee NICs due on this additional benefit, which the Company or the Employer may recover from the Grantee by any of the means referred to in this Section 14 of the Terms and Conditions.

a.Collection and Usage. The Company collects, processes and uses personal data about the Grantee, including but not limited to, the Grantee’s name, home address, email address and telephone number, date of birth, social insurance number, passport number or other identification number, salary, nationality, job title, any shares of Common Stock or directorships held in the Company, details of all PSUs or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor, which the Company receives from the Grantee or the Employer (“Personal Data”). In order for the Grantee to participate in the Plan, the Company will collect Personal Data for purposes of allocating shares and implementing, administering and managing the Plan.

b.Stock Plan Administration and Service Providers. The Company may transfer Personal Data to E*TRADE Financial Corporate Services, Inc. (the “Service Provider”), an independent service provider with operations, relevant to the Company, in the U.S., which is assisting the Company with the implementation, administration and management of the Plan. The Service Provider may open an account for the Grantee to receive and trade shares of Common Stock. The Grantee may be asked to acknowledge, or agree to, separate terms and data processing practices with the Service Provider, with such agreement being a condition to the ability to participate in the Plan.

c.International Data Transfers. Personal Data will be transferred from the Grantees' country to the U.S., where the Company and its service providers are based. The Grantee understands and acknowledges that the U.S. might have enacted data privacy laws that are less protective or otherwise different from those applicable in the Grantee’s country of residence.

The onward transfer of Personal Data by the Company to the Service Provider will be based on applicable data protection laws in accordance with the Company's data privacy policies as may be amended from time to time. The Grantee should contact his or her local human resources representative for a copy of the current data privacy policies applicable to the Grantee.

d.Data Retention. The Company will use Personal Data only as long as necessary to implement, administer and manage the Grantee’s participation in the Plan or as required to comply with legal or regulatory obligations, including, without limitation, under tax and securities laws. When the Company no longer needs Personal Data for any of the above purposes, the Company will cease to use Personal Data for this purpose. If the Company keeps Personal Data longer, it would be to satisfy legal or regulatory obligations.

e.Data Subject Rights. The Grantee understands that the Grantee may have a number of rights under data privacy laws in the Grantee’s jurisdiction. Subject to the conditions set out in the applicable law and depending on where the Grantee is based, such rights may include the right to (i) request access to, or copies of, Personal Data processed by the Company, (ii) rectification of incorrect Personal Data, (iii) deletion of Personal Data, (iv) restrictions on the processing of Personal Data, (v) object to the processing of Personal Data for legitimate interests, (vi) portability of Personal Data, (vii) lodge complaints with competent authorities in the Grantee’s jurisdiction, and/or to (viii) receive a list with the names and addresses of any potential recipients of Personal Data. To receive clarification regarding these rights or to settlement these rights, the Grantee can contact his or her local human resources representative.

f.Necessary Disclosure of Personal Data. The Grantee understands that providing the Company with Personal Data is necessary for the performance of the Grantee’s participation in the Plan and that the Grantee’s refusal to provide Personal Data would make it impossible for the Company to perform its contractual obligations and may affect the Grantee’s ability to participate in the Plan.

17.No Advice Regarding Grant. The Company is not providing any tax, legal, or financial advice, nor is the Company making any recommendations regarding the Grantee’s participation in the Plan, or the Grantee’s acquisition or sale of the underlying shares of Common Stock. The Grantee acknowledges, understands and agrees he or she should consult with his or her own personal tax, legal, and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

19.Governing Law and Forum. This Section supplements Section 22 of the Plan (Governing Law). The Grantee and the Company agree that all rights under these Terms and Conditions shall be construed with and governed by the laws of the State of Delaware, and that all claims arising hereunder shall be heard or determined in any state or federal court sitting in the State of Delaware and you and the Company agree to submit to the jurisdiction of such courts, to bring all such actions or proceedings in such courts and to waive any defense of inconvenient forum to such actions or proceedings. A final judgment in any action or proceeding so brought shall be conclusive and may be enforced in any manner provided by law.

20.Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Grantee's participation in the Plan, on the PSUs and on any shares of Common Stock acquired under the Plan, to the extent the Company determines it is necessary or advisable to comply with local law or facilitate the administration of the Plan, and to require you to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

21.Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

22.Insider Trading Restrictions/Market Abuse Laws. The Grantee acknowledges that the Grantee may be subject to insider trading restrictions and/or market abuse laws based on the exchange on which the shares are listed and in applicable jurisdictions, including the United States, the Grantee’s country and the Service Provider’s country, which may affect the Grantee’s ability to accept, acquire, sell or otherwise dispose of shares, rights to shares (e.g., PSUs) or rights links to the value of shares of Common Stock under the Plan during such times as the Grantee is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Grantee placed before the Grantee possessed inside information. Furthermore, the Grantee could be prohibited from (i) disclosing the inside information to any third party and (ii) “tipping” third parties or causing them otherwise to buy or sell securities (third

parties may include fellow employees). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Grantee acknowledges that it is his or her responsibility to comply with any applicable restrictions and that he or she should speak to his or her personal advisor on this matter.

23.Exchange Control, Foreign Asset/Account and/or Tax Reporting Requirements. The Grantee acknowledges that there may be certain exchange control, foreign asset/account and/or tax reporting requirements which may affect the Grantee’s ability to acquire or hold shares of Common Stock or cash received from participating in the Plan (including the proceeds from the sale of shares of Common Stock and the receipt of any dividends or dividend equivalents) in a brokerage or bank account outside the Grantee’s country. The Grantee may be required to report such accounts, assets or related transactions to the tax or other authorities in his or her country. The Grantee also may be required to repatriate sale proceeds or other funds received as a result of participating in the Plan to the Grantee’s country within a certain time after receipt. The Grantee acknowledges that it is his or her responsibility to comply with such regulations and that he or she should speak to his or her personal advisor on this matter.

(a)For purposes of these Terms and Conditions, the term “Confidential Information” shall mean information that the Company or any of its affiliates owns or possesses, that the Company or its affiliates have developed at significant expense and effort, that they use or that is potentially useful in the business of the Company or its affiliates, that the Company or its affiliates treat as proprietary, private or confidential, and that is not generally known to the public. Confidential information includes, but is not limited to, information that qualifies as a trade secret under applicable law. The Grantee acknowledges that the Grantee’s relationship with the Company is one of confidence and trust such that the Grantee has in the past been, and may in the future be, privy to Confidential Information of the Company or its affiliates.

(b)The Grantee hereby covenants and agrees at all times during employment with the Company and its affiliates and thereafter to hold in strictest confidence, and not to use, any Confidential Information, except for the benefit of the Company, and not to disclose any Confidential Information to any person or entity without written authorization of the Company, except as otherwise required by law.

(a)The Grantee covenants and agrees that during the Grantee’s employment with the Company and its affiliates, and during the 12-month period following the Grantee’s termination of employment for any reason (the “Restricted Period”), the Grantee shall not, directly or indirectly, (i) solicit, hire or attempt to hire any employee of the Company or any of its affiliates as an employee, consultant or independent contractor of the Grantee or any other person or business entity for the purpose of providing services or products competitive with those offered by the Company or any of its affiliates, or (ii) solicit any employee, consultant or independent contractor of the Company or any of its affiliates to change or terminate his or her relationship with the Company or any of its affiliates for the purpose of providing services or products competitive with those offered by the Company or any of its affiliates, unless in each case, more than six months shall have elapsed between the last day of such person’s employment or service with the Company or any of its affiliates and the first date of such solicitation or hiring.

(i)solicit or do business with, or attempt to solicit or do business with, any customer with whom the Grantee had material contact, or about whom the Grantee received Confidential Information within 12 months prior to the Grantee’s date of termination for the purpose of providing such customer with services or products competitive with those offered by the Company or any of its affiliates during the Grantee’s employment with the Company or its affiliates, or

(a)The Grantee covenants and agrees that during the Grantee’s employment with the Company and its affiliates and during the Restricted Period, the Grantee will not, without the Company’s express written consent, in any geographic area in which the Grantee had responsibility within the last two years prior to the Grantee’s termination of employment where the Company or its affiliates do business, directly or indirectly in the same or similar capacity to the services the Grantee performed for the Company;

(ii)The Company may in its discretion require the Grantee to return to the Company any cash or Shares received upon distribution of the PSUs. The Committee shall exercise the right of recoupment provided in this section (b) within one year after the Company’s discovery of the Grantee’s breach of the covenants or agreements contained in this Exhibit B. In addition, in the event of a breach or threatened breach of the restrictions in this Exhibit B, the Company shall be entitled to preliminary and permanent injunctive relief, in addition to any other remedies available to it, to prevent such breach or threatened breach.

(b)If any portion of the covenants or agreements contained in this Exhibit B, or the application hereof, is construed to be invalid or unenforceable, the other portions of such covenants or agreements or the application thereof shall not be affected and shall be given full force and effect without regard to the invalid or unenforceable portions to the fullest extent possible. If any covenant or agreement in this Exhibit B is held to be unenforceable because of the duration thereof or the scope thereof, then the court making such determination shall have the power to reduce the duration and limit the scope thereof, and the covenant or agreement shall then be enforceable in its reduced form. The covenants and agreements contained in this Exhibit B shall survive the termination of the PSUs.