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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
__________________________________________________________ 
Form 10-Q
__________________________________________________________ 

		
ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the quarterly period ended March 31, 2017
OR

		
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the transition period from                  to                 
Commission File Number 001-37443
__________________________________________________________ 
Univar Inc.
(Exact name of registrant as specified in its charter)
__________________________________________________________ 

			
Delaware	 	26-1251958	
(State or other jurisdiction of incorporation or organization)	 	(I.R.S. Employer Identification No.)	

			
3075 Highland Parkway, Suite 200 Downers Grove, Illinois	 	60515	
(Address of principal executive offices)	 	(Zip Code)	
Registrant’s telephone number, including area code: (331) 777-6000
__________________________________________________________ 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ý      No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     ý   Yes     ¨   No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): 

				
Large accelerated filer	ý	Accelerated filer	¨	
Non-accelerated filer	¨	Smaller reporting company	¨	
Emerging growth company	¨	 	 	
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨     No   ý
At April 25, 2017 , 140,195,890 shares of the registrant’s common stock, $0.01 par value, were outstanding.

Table of Contents

Univar Inc.
Form 10-Q
For the quarterly period ended March 31, 2017
TABLE OF CONTENTS

	
		
Part I. FINANCIAL INFORMATION	Page	
Item 1. Financial Statements (unaudited)	 	
Condensed Consolidated Statements of Operations	1	
Condensed Consolidated Statements of Comprehensive Income	2	
Condensed Consolidated Balance Sheets	3	
Condensed Consolidated Statements of Cash Flows	4	
Condensed Consolidated Statements of Changes in Stockholders' Equity	5	
Notes to Condensed Consolidated Statements	6	
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20	
Item 3. Quantitative and Qualitative Disclosures About Market Risk	30	
Item 4. Controls and Procedures	30	
Part II. OTHER INFORMATION	 	
Item 1. Legal Proceedings	30	
Item 1A. Risk Factors	30	
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	30	
Item 3. Defaults Upon Senior Securities	30	
Item 4. Mine Safety Disclosures	31	
Item 5. Other Information	31	
Item 6. Exhibits	31	
Signatures	32	

Table of Contents

PART I.
FINANCIAL INFORMATION

Item 1.	Financial Statements	

Univar Inc.
Condensed Consolidated Statements of Operations
(Unaudited)

	
											
 	 	 	 	Three months ended March 31,	
(in millions, except per share data)	 	Note  	 	2017		2016	
Net sales	 	 	 	$	1,998.8			$	1,999.0		
Cost of goods sold	 	 	 	1,559.4			1,568.7		
Gross profit	 	 	 	$	439.4		 	$	430.3		
Operating expenses:	 	 	 	 	 	 	
Outbound freight and handling	 	 	 	71.0			71.3		
Warehousing, selling and administrative	 	 	 	226.1			224.9		
Other operating expenses, net	 	4	 	19.8			5.5		
Depreciation	 	 	 	35.9			33.5		
Amortization	 	 	 	16.7			22.0		
Total operating expenses	 	 	 	$	369.5		 	$	357.2		
Operating income	 	 	 	$	69.9		 	$	73.1		
Other (expense) income:	 	 	 	 	 	 	
Interest income	 	 	 	0.9			0.9		
Interest expense	 	 	 	(36.7	)		(41.5	)	
Loss on extinguishment of debt	 	 	 	(0.8	)		—		
Other expense, net	 	6	 	(9.1	)		(13.4	)	
Total other expense	 	 	 	$	(45.7	)	 	$	(54.0	)	
Income before income taxes	 	 	 	24.2		 	19.1		
Income tax expense	 	7	 	1.6			5.1		
Net income	 	 	 	$	22.6			$	14.0		
Income per common share:	 	 	 	 	 	 	
Basic	 	8	 	$	0.16			$	0.10		
Diluted	 	8	 	0.16			0.10		
Weighted average common shares outstanding:	 	 	 	 	 	 	
Basic	 	8	 	139.4			137.6		
Diluted	 	8	 	140.8			137.8		

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Univar Inc.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)

	
											
 	 	 	 	Three months ended
March 31,	
(in millions)	 	Note  	 	2017		2016	
Net income	 	 	 	$	22.6			$	14.0		
Foreign currency translation	 	9	 	18.2			69.1		
Pension and other postretirement benefit adjustment	 	9	 	—			(1.8	)	
Total other comprehensive income, net of tax	 	 	 	$	18.2		 	$	67.3		
Comprehensive income	 	 	 	$	40.8		 	$	81.3		

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Univar Inc.
Condensed Consolidated Balance Sheets
(Unaudited)

	
											
(in millions, except per share data)	 	Note  	 	March 31,
2017	 	December 31,
2016	
Assets	 	 	 	 	 	 	
Current assets:	 	 	 	 	 	 	
Cash and cash equivalents	 	 	 	$	300.6		 	$	336.4		
Trade accounts receivable, net	 	 	 	1,102.1		 	950.3		
Inventories	 	 	 	829.9		 	756.6		
Prepaid expenses and other current assets	 	 	 	155.8		 	134.8		
Total current assets	 	 	 	$	2,388.4		 	$	2,178.1		
Property, plant and equipment, net	 	11	 	1,011.2		 	1,019.5		
Goodwill	 	 	 	1,789.4		 	1,784.4		
Intangible assets, net	 	11	 	325.0		 	339.2		
Deferred tax assets	 	 	 	29.1		 	18.2		
Other assets	 	 	 	52.9		 	50.5		
Total assets	 	 	 	$	5,596.0		 	$	5,389.9		
Liabilities and stockholders’ equity	 	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	 	
Short-term financing	 	10	 	$	21.3		 	$	25.3		
Trade accounts payable	 	 	 	931.6		 	852.3		
Current portion of long-term debt	 	10	 	116.1		 	109.0		
Accrued compensation	 	 	 	79.8		 	65.6		
Other accrued expenses	 	 	 	272.1		 	287.3		
Total current liabilities	 	 	 	$	1,420.9		 	$	1,339.5		
Long-term debt	 	10	 	2,905.7		 	2,845.0		
Pension and other postretirement benefit liabilities	 	 	 	266.8		 	268.6		
Deferred tax liabilities	 	 	 	24.9		 	17.2		
Other long-term liabilities	 	 	 	102.6		 	109.7		
Total liabilities	 	 	 	$	4,720.9		 	$	4,580.0		
Stockholders’ equity:	 	 	 	 	 	 	
Preferred stock, 200.0 million shares authorized at $0.01 par value with no shares issued or outstanding as of March 31, 2017 and December 31, 2016	 	 	 	—		 	—		
Common stock, 2.0 billion shares authorized at $0.01 par value with 140.2 million and 138.8 million shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively	 	 	 	1.4		 	1.4		
Additional paid-in capital	 	 	 	2,276.7		 	2,251.8		
Accumulated deficit	 	 	 	(1,031.3	)	 	(1,053.4	)	
Accumulated other comprehensive loss	 	9	 	(371.7	)	 	(389.9	)	
Total stockholders’ equity	 	 	 	$	875.1		 	$	809.9		
Total liabilities and stockholders’ equity	 	 	 	$	5,596.0		 	$	5,389.9		

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Univar Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)

											
 	 	 	 	Three months ended
March 31,	
(in millions)	 	Note   	 	2017	 	2016	
Operating activities:	 	 	 	 	 	 	
Net income	 	 	 	$	22.6		 	$	14.0		
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	 	 	 	
Depreciation and amortization	 	 	 	52.6		 	55.5		
Amortization of deferred financing fees and debt discount	 	 	 	2.0		 	2.0		
Amortization of pension credit from accumulated other comprehensive loss	 	9	 	—		 	(3.0	)	
Loss on extinguishment of debt	 	 	 	0.8		 	—		
Deferred income taxes	 	 	 	(3.3	)	 	(6.9	)	
Stock-based compensation expense	 	4	 	6.4		 	2.2		
Other	 	 	 	0.5		 	(0.3	)	
Changes in operating assets and liabilities:	 	 	 	 	 	 	
Trade accounts receivable, net	 	 	 	(142.4	)	 	(84.8	)	
Inventories	 	 	 	(66.4	)	 	(95.1	)	
Prepaid expenses and other current assets	 	 	 	(18.9	)	 	19.9		
Trade accounts payable	 	 	 	79.9		 	181.0		
Pensions and other postretirement benefit liabilities	 	 	 	(9.0	)	 	(10.0	)	
Other, net	 	 	 	(5.1	)	 	(9.8	)	
Net cash (used) provided by operating activities	 	 	 	$	(80.3	)	 	$	64.7		
Investing activities:	 	 	 	 	 	 	
Purchases of property, plant and equipment	 	 	 	(20.9	)	 	(23.5	)	
Purchases of businesses, net of cash acquired	 	14	 	(0.5	)	 	(53.3	)	
Other	 	 	 	(0.3	)	 	(0.4	)	
Net cash used by investing activities	 	 	 	$	(21.7	)	 	$	(77.2	)	
Financing activities:	 	 	 	 	 	 	
Proceeds from issuance of long-term debt	 	10	 	2,264.0		 	37.5		
Payments on long-term debt and capital lease obligations	 	10	 	(2,211.5	)	 	(9.4	)	
Short-term financing, net	 	10	 	(5.2	)	 	(10.4	)	
Financing fees paid	 	 	 	(4.4	)	 	—		
Shares repurchased	 	 	 	(6.0	)	 	—		
Stock option exercises	 	 	 	23.8		 	0.1		
Net cash provided by financing activities	 	 	 	$	60.7		 	$	17.8		
Effect of exchange rate changes on cash and cash equivalents	 	 	 	$	5.5		 	$	28.7		
Net (decrease) increase in cash and cash equivalents	 	 	 	(35.8	)	 	34.0		
Cash and cash equivalents at beginning of period	 	 	 	336.4		 	188.1		
Cash and cash equivalents at end of period	 	 	 	$	300.6		 	$	222.1		
Supplemental disclosure of cash flow information:	 	 	 	 	 	 	
Non-cash activities:	 	 	 	 	 	 	
Additions of property, plant and equipment included in trade accounts payable and other accrued expenses	 	 	 	$	6.7		 	$	6.6		
Additions of property, plant and equipment under a capital lease obligation	 	 	 	9.8		 	2.3		

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Univar Inc.
Condensed Consolidated Statements of Changes in Stockholders' Equity
(Unaudited)

																							
(in millions)	Common
stock
(shares)	 	Common
stock	 	Additional
paid-in
capital	 	Accumulated
deficit	 	Accumulated
other
comprehensive
income (loss)	 	Total	
Balance, December 31, 2015	138.0		 	$	1.4		 	$	2,224.7		 	$	(985.0	)	 	$	(424.4	)	 	$	816.7		
Net loss	—		 	—		 	—		 	(68.4	)	 	—		 	(68.4	)	
Foreign currency translation adjustment, net of tax $23.9	—		 	—		 	—		 	—		 	36.3		 	36.3		
Pension and other postretirement benefits adjustment, net of tax $1.5	—		 	—		 	—		 	—		 	(1.8	)	 	(1.8	)	
Stock option exercises	0.8		 	—		 	16.9		 	—		 	—		 	16.9		
Stock-based compensation	—		 	—		 	10.4		 	—		 	—		 	10.4		
Other	 	 	 	 	(0.2	)	 	—		 	—		 	(0.2	)	
Balance, December 31, 2016	138.8		 	$	1.4		 	$	2,251.8		 	$	(1,053.4	)		$	(389.9	)	 	$	809.9		
Impact due to adoption of ASU, net of tax $0.2 (1)	—		 	—		 	0.7		 	(0.5	)	 	—		 	0.2		
Net income	—		 	—		 	—		 	22.6		 	—		 	22.6		
Foreign currency translation adjustment	—		 	—		 	—		 	—		 	18.2		 	18.2		
Share repurchases	(0.2	)	 	—		 	(6.0	)	 	—		 	—		 	(6.0	)	
Stock option exercises	1.1		 	—		 	23.8		 	—		 	—		 	23.8		
Stock-based compensation	0.5		 	—		 	6.4		 	—		 	—		 	6.4		
Balance, March 31, 2017	140.2		 	$	1.4		 	$	2,276.7		 	$	(1,031.3	)	 	$	(371.7	)	 	$	875.1		
		
(1)	Adjusted due to the adoption of ASU 2016-09 on January 1, 2017.	

The accompanying notes are an integral part of these condensed consolidated financial statements.

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Univar Inc.
Notes to Condensed Consolidated Financial Statements
As of March 31, 2017 and
For the Three Month Periods Ended March 31, 2017 and 2016
(Unaudited)

1.	Nature of operations	
Headquartered in Downers Grove, Illinois, Univar Inc. (“the Company” or “Univar”) is a leading global chemicals and ingredients distributor and provider of specialty chemicals. The Company’s operations are structured into four operating segments that represent the geographic areas under which the Company manages its business:
		
•	Univar USA (“USA”)	
		
•	Univar Canada (“Canada”)	
		
•	Univar Europe, the Middle East and Africa (“EMEA”)	
		
•	Rest of World (“Rest of World”)	
Rest of World includes certain developing businesses in Latin America (including Brazil and Mexico) and the Asia-Pacific region.

2 .	Significant accounting policies	
Basis of presentation
The condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) as applicable to interim financial reporting. Unless otherwise indicated, all financial data presented in these condensed consolidated financial statements are expressed in US dollars. These condensed consolidated financial statements, in the Company’s opinion, include all adjustments, consisting of normal recurring accruals necessary for a fair presentation of the condensed consolidated balance sheets, statements of operations, comprehensive income, cash flows and changes in stockholders’ equity. The results of operations for the periods presented are not necessarily indicative of the operating results that may be expected for the full year. These condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 .
The condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. Subsidiaries are consolidated if the Company has a controlling financial interest, which may exist based on ownership of a majority of the voting interest, or based on the Company’s determination that it is the primary beneficiary of a variable interest entity (“VIE”) or if otherwise required by US GAAP. The Company did not have any material interests in VIEs during the periods presented in these condensed consolidated financial statements. All intercompany balances and transactions are eliminated in consolidation.
The preparation of condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and accompanying notes. Actual results could differ materially from these estimates.
Recently issued and adopted accounting pronouncements
In March 2016, the FASB issued ASU 2016-09 “Compensation – Stock Compensation” (Topic 718) – “Improvement to Employee Share-Based Payment Accounting.” The core principal of the guidance is to simplify several aspects of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification of related amounts within the statement of cash flows. The standard will be effective for fiscal years beginning after December 15, 2016, including interim periods within such fiscal years. The guidance is to be applied using a modified retrospective method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. The Company has elected to adopt the ASU as of January 1, 2017 which resulted in an increase of $0.5 million , net of tax $0.2 million in accumulated deficit and the offset of $0.7 million is recorded in additional paid-in capital within condensed consolidated balance sheet and statements of changes in stockholders' equity.
In October 2016, the FASB issued ASU 2016-17 “Consolidation” (Topic 810) - “Interest Held through Related Parties That Are under Common Control.” The core principle of the guidance is to provide amendments to the current consolidation guidance. The revised consolidation guidance modifies how a reporting entity that is a single decision maker of a VIE should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company has elected to adopt the ASU as of January 1, 2017 and the ASU is applied

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retrospectively to all relevant prior periods beginning with the fiscal year in which the amendments in ASU 2015-02 were applied. The adoption of this ASU did not have a material impact on the Company’s condensed consolidated financial statements.
Accounting pronouncements issued and not yet adopted
In May 2014, the FASB issued ASU 2014-09 “Revenue from Contracts with Customers” (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605, “Revenue Recognition.” This new revenue standard creates a single source of revenue guidance for all companies in all industries and is more principles-based than the current revenue guidance. The standard will be effective for public entities for interim and annual reporting periods beginning after December 15, 2017. The new guidance must be adopted using either a full retrospective approach, under which all years included in the financial statements will be presented under the revised guidance, or a modified retrospective approach, under which financial statements will be prepared under the revised guidance for the year of adoption, but not for prior years. Under the modified retrospective method, entities will recognize a cumulative catch-up adjustment to the opening balance of retained earnings at the effective date for contracts that still require performance by the entity, and disclose all line items in the year of adoption as if they were prepared under the old revenue guidance. The core principle of the guidance is that “an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” In achieving this objective, an entity must perform five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations of the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. In addition, the standard requires additional new disclosures of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.
The Company anticipates using the modified retrospective approach in implementing the new revenue standard. The Company has established a project team who has completed a review of revenue streams and customer contracts to identify and evaluate the potential impacts of the provisions of ASC 606. The Company is currently accumulating information that will be necessary for implementation disclosures and assessing the impact the adoption of ASU 2014-09 will have on its consolidated financial statements and related disclosures. Based on an early assessment, the Company may make changes to its estimation processes related to arrangements that involve, among other items, potential returns of unused chemical products, as well as revenue deferral to the extent the sales price is not considered determinable. These changes could impact the timing of revenue. The Company is in the process of identifying and implementing changes to processes and controls to meet the ASU’s updated reporting and disclosure requirements and continues to update its assessment of the impact of the ASU. The Company will continue its evaluation of this new guidance through the date of adoption.
In March 2017, the FASB issued ASU 2017-07 “Compensation - Retirement Benefits” (Topic 715) - “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” The ASU requires entities to disaggregate the service cost component from the other components of net periodic benefit costs and present it with other current compensation costs for related employees in the income statement, and present the other component elsewhere in the income statement and outside of income from operations if that subtotal is presented. The amendments in this update also allow only the service cost component to be eligible for capitalization when applicable. The standard will be effective for fiscal years beginning after December 15, 2017, including interim periods within such fiscal years. Early adoption is permitted as of the beginning of an annual period for which financial statements (interim or annual) have not been issued or made available for issuance. The guidance is to be applied retrospectively for all periods presented. The Company is evaluating the impact of the ASU on its consolidated financial statements.

3.	Employee benefit plans	
The following table summarizes the components of net periodic benefit recognized in the condensed consolidated statements of operations:

	
																	
 		Defined Benefit Pension Plans	
 	 	Domestic	 	Foreign	
 		Three months ended
March 31,		Three months ended
March 31,	
(in millions)		2017		2016		2017		2016	
Service cost	 	$	—		 	$	—		 	$	0.6		 	$	0.6		
Interest cost		7.7			8.0			3.9		 	4.7		
Expected return on plan assets		(7.7	)		(8.1	)		(6.3	)	 	(7.4	)	
Net periodic benefit		$	—			$	(0.1	)		$	(1.8	)		$	(2.1	)	

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 	 	Other Postretirement Benefits    	
 	 	Three months ended
March 31,	
(in millions)	 	2017	 	2016	
Service cost	 	$	—		 	$	—		
Interest cost	 	—		 	0.1		
Prior service credits	 	—		 	(3.0	)	
Net periodic benefit	 	$	—		 	$	(2.9	)	

4 .	Other operating expenses, net	
Other operating expenses, net consisted of the following activity:

									
 	 	Three months ended
March 31,	
(in millions)	 	2017	 	2016	
Acquisition and integration related expenses	 	$	0.2		 	$	1.9		
Stock-based compensation expense	 	6.4		 	2.2		
Restructuring charges	 	1.7		 	1.0		
Business transformation costs	 	9.1		 	—		
Other	 	2.4		 	0.4		
Total other operating expenses, net	 	$	19.8		 	$	5.5		

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5.	Restructuring charges	
Restructuring charges relate to the implementation of several regional strategic initiatives aimed at streamlining the Company’s cost structure and improving its operations. These actions primarily resulted in workforce reductions, lease termination costs and other facility rationalization costs. The following table presents cost information related to restructuring plans that have not been completed as of March 31, 2017 and does not contain any estimates for plans that may be developed and implemented in future periods.

																									
(in millions)	 	USA	 	Canada	 	EMEA	 	ROW	 	Other	 	Total	
Anticipated total costs	 	 	 	 	 	 	 	 	 	 	 	 	
Employee termination costs	 	$	16.8		 	$	5.4		 	$	21.6		 	$	4.4		 	$	5.9		 	$	54.1		
Facility exit costs	 	23.6		 	—		 	3.5		 	0.2		 	—		 	27.3		
Other exit costs	 	1.7		 	—		 	6.8		 	—		 	0.8		 	9.3		
Total	 	$	42.1		 	$	5.4		 	$	31.9		 	$	4.6		 	$	6.7		 	$	90.7		
 	 	 	 	 	 	 	 	 	 	 	 	 	
Incurred to date costs	 	 	 	 	 	 	 	 	 	 	 	 	
Inception of plans through March 31, 2017	 	 	 	 	 	 	 	 	 	 	 	 	
Employee termination costs	 	$	16.8		 	$	5.4		 	$	21.6		 	$	4.4		 	$	5.9		 	$	54.1		
Facility exit costs	 	21.0		 	—		 	3.5		 	0.2		 	—		 	24.7		
Other exit costs	 	1.7		 	—		 	6.8		 	—		 	0.8		 	9.3		
Total	 	$	39.5		 	$	5.4		 	$	31.9		 	$	4.6		 	$	6.7		 	$	88.1		
 	 	 	 	 	 	 	 	 	 	 	 	 	
Inception of plans through December 31, 2016	 	 	 	 	 	 	 	 	 	 	 	 	
Employee termination costs	 	$	16.8		 	$	5.2		 	$	21.6		 	$	4.4		 	$	5.8		 	$	53.8		
Facility exit costs	 	19.6		 	—		 	3.5		 	0.2		 	—		 	23.3		
Other exit costs	 	1.7		 	—		 	6.8		 	—		 	0.8		 	9.3		
Total	 	$	38.1		 	$	5.2		 	$	31.9		 	$	4.6		 	$	6.6		 	$	86.4		
The following table summarizes activity related to accrued liabilities associated with restructuring:

																					
(in millions)	 	January 1, 2017	 	Charge to  
earnings	 	Cash    
paid	 	Non-cash    
and other	 	March 31, 2017	
Employee termination costs	 	$	6.9		 	$	0.3		 	$	(2.2	)	 	$	0.1		 	$	5.1		
Facility exit costs	 	13.2		 	1.4		 	(1.6	)	 	—		 	13.0		
Other exit costs	 	—		 	—		 	—		 	—		 	—		
Total	 	$	20.1		 	$	1.7		 	$	(3.8	)	 	$	0.1		 	$	18.1		

	
																					
(in millions)	 	January 1, 2016	 	Charge to  
earnings	 	Cash    
paid	 	Non-cash    
and other	 	December 31, 2016	
Employee termination costs	 	$	31.0		 	$	0.4		 	$	(24.5	)	 	$	—		 	$	6.9		
Facility exit costs	 	15.5		 	6.0		 	(8.3	)	 	—		 	13.2		
Other exit costs	 	0.1		 	0.1		 	(0.2	)	 	—		 	—		
Total	 	$	46.6		 	$	6.5		 	$	(33.0	)	 	$	—		 	$	20.1		

Restructuring liabilities of $8.5 million and $10.1 million were classified as current in other accrued expenses in the condensed consolidated balance sheets as of March 31, 2017 and December 31, 2016 , respectively. The long-term portion of restructuring liabilities of $9.6 million and $10.0 million were recorded in other long-term liabilities in the condensed consolidated balance sheets as of March 31, 2017 and December 31, 2016 , respectively, and primarily consists of facility exit costs that are expected to be paid within the next four years .
While the Company believes the recorded restructuring liabilities are adequate, revisions to current estimates may be recorded in future periods based on new information as it becomes available.

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6.	Other (expense) income, net	
Other (expense) income, net consisted of the following gains (losses):

									
 	 	Three months ended
March 31,	
(in millions)	 	2017		2016	
Foreign currency transactions	 	$	(2.1	)		$	(2.7	)	
Foreign currency denominated loans revaluation	 	(3.0	)		(14.7	)	
Undesignated foreign currency derivative instruments (1)	 	1.0			1.9		
  Undesignated interest rate swap contracts (1)	 	—			0.7		
Debt amendment costs (2)	 	(4.2	)		—		
Other	 	(0.8	)		1.4		
Total other expense, net	 	$	(9.1	)	 	$	(13.4	)	

	

(1)	Refer to “Note 13: Derivatives” for more information.	
		
(2)	Refer to “Note 10: Debt” for more information.	

7.	Income taxes	
The Company’s tax provision for interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, an estimate of the annual effective tax rate is updated should management revise its forecast of earnings based upon the Company’s operating results. If there is a change in the estimated effective annual tax rate, a cumulative adjustment is made. The quarterly tax provision and forecast estimate of the annual effective tax rate may be subject to volatility due to several factors, including the complexity in forecasting jurisdictional earnings before tax, the rate of realization of forecasting earnings or losses by quarter, acquisitions, divestitures, foreign currency gains and losses, pension gains and losses, etc.
The income tax expense for the three months ended March 31, 2017 was $1.6 million , resulting in an effective tax rate of 6.6% . The Company’s effective tax rate for the three months ended March 31, 2017 was lower than the US federal statutory rate of 35.0% primarily due to the mix of earnings in multiple jurisdictions, non-taxable interest income and the release of a valuation allowance on certain foreign tax attributes. Included in the $1.6 million expense for March 31, 2017 was a $2.2 million benefit related to excess tax benefits from equity compensation now reported as a discrete item on the quarter due to the Company's adoption of ASU 2016-09.
The income tax expense for the three months ended March 31, 2016 was $5.1 million , resulting in an effective tax rate of 26.7% . The Company’s effective tax rate for three months ended March 31, 2016 was lower than the US federal statutory rate primarily due to the rate of realization of actual to forecasted earnings and losses, the interim accounting treatment of year to date losses incurred in foreign jurisdictions for which a tax benefit may not be recognized, and the mix of earnings in multiple jurisdictions.
Canadian General Anti-Avoidance Rule matters
In 2007, the outstanding shares of Univar N.V., the ultimate public company parent of the Univar group at that time, were acquired by investment funds advised by CVC. To facilitate the acquisition and leveraged financing of Univar N.V. by CVC, a restructuring of some of the companies in the Univar group, including its Canadian operating company, was completed (the “Restructuring”). In February 2013, the Canada Revenue Agency (“CRA”) issued a Notice of Assessment, asserting the General Anti-Avoidance Rule (“GAAR”) against the Company’s subsidiary Univar Holdco Canada ULC (“Univar Holdco”) for withholding tax of $29.4 million (Canadian), relating to this Restructuring. Univar Holdco appealed the assessment, and the matter was litigated in the Tax Court of Canada in June 2015. On June 22, 2016, the Tax Court of Canada issued its judgment in favor of the CRA. The Company subsequently appealed the judgment and a trial date has been set at the Federal Court of Canada for May 10, 2017. A $52.1 million (Canadian) Letter of Credit, covering the initial assessment of $29.4 million (Canadian) and interest of $22.7 million (Canadian), has been issued with respect to this assessment.
In September 2014, also relating to the Restructuring, the CRA issued the 2008 and 2009 Notice of Reassessments for federal corporate income tax liabilities of $11.9 million (Canadian) and $11.0 million (Canadian), respectively, and a departure tax liability of $9.0 million (Canadian). Likewise, in April 2015, the Company’s subsidiary received the 2008 and 2009 Alberta Notice of Reassessments of $6.0 million (Canadian) and $5.8 million (Canadian), respectively. These Reassessments reflect the additional tax liability and interest relating to those tax years should the CRA be successful in its assertion of the GAAR relating to the Restructuring described above.

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In September 2016, the CRA notified the Company that it agreed to accept security on the above reassessed federal amounts in the form of a Letter of Credit and subsequently the Company requested that it refrain from further collection efforts related to this assessment until the outcome of the appeal of the GAAR matter is concluded. The CRA denied the Company's request, and the Company initiated a review of the matter at the Canadian Federal Court in January 2017. The Company subsequently withdrew its request and agreed to submit security upon formal request.
At March 31, 2017 , the total Canadian federal and provincial tax liability assessed related to these matters, inclusive of interest of $40.1 million (Canadian), is $113.2 million (Canadian). The Company has not recorded any liabilities for these matters in its financial statements, as it believes it is more likely than not that the ruling will be reversed on appeal and the Company’s position will be sustained.

8.	Earnings per share	
The following table presents the basic and diluted earnings per share computations:

									
 	 	Three months ended March 31,	
(in millions, except per share data)	 	2017	 	2016	
Basic:	 	 	 	 	
Net income	 	$	22.6		 	$	14.0		
Weighted average common shares outstanding	 	139.4		 	137.6		
Basic income per common share	 	$	0.16		 	$	0.10		
Diluted:	 	 	 	 	
Net income	 	$	22.6		 	$	14.0		
Weighted average common shares outstanding	 	139.4		 	137.6		
Effect of dilutive securities: Stock compensation plans (1)	 	1.4		 	0.2		
Weighted average common shares outstanding – diluted	 	140.8		 	137.8		
Diluted income per common share	 	$	0.16		 	$	0.10		

	

		
(1)	Stock options to purchase 0.6 million and 4.5 million shares of common stock were outstanding during the three months ended March 31, 2017 and 2016 , respectively, but were not included in the calculation of diluted income per share as the impact of these stock options would have been anti-dilutive.	

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9.	Accumulated other comprehensive loss	
The following tables present the changes in accumulated other comprehensive loss by component, net of tax:

													
(in millions)	 	Defined
benefit
pension items	 	Currency
translation
items	 	Total	
Balance as of December 31, 2016	 	$	1.2		 	$	(391.1	)	 	$	(389.9	)	
Other comprehensive income before reclassifications	 	—		 	18.2		 	18.2		
Net current period other comprehensive income	 	$	—		 	$	18.2		 	$	18.2		
Balance as of March 31, 2017	 	$	1.2		 	$	(372.9	)	 	$	(371.7	)	
 	 	 	 	 	 	 	
Balance as of December 31, 2015	 	$	3.0		 	$	(427.4	)	 	$	(424.4	)	
Other comprehensive income before reclassifications	 	—		 	69.1		 	69.1		
Amounts reclassified from accumulated other comprehensive loss	 	(1.8	)	 	—		 	(1.8	)	
Net current period other comprehensive (loss) income	 	$	(1.8	)	 	$	69.1		 	$	67.3		
Balance as of March 31, 2016	 	$	1.2		 	$	(358.3	)	 	$	(357.1	)	

The following is a summary of the amounts reclassified from accumulated other comprehensive loss to net income: 

											
 	 	Three months ended March 31,	 	 	
(in millions)	 	2017 (1)	 	2016 (1)	 	Location of impact on
  statement of operations  	
Amortization of defined benefit pension items:	 	 	 	 	 	 	
Prior service credits	 	$	—		 	$	(3.0	)	 	Warehousing, selling and administrative	
Tax expense	 	—		 	1.2		 	Income tax expense	
Net of tax	 	$	—		 	$	(1.8	)	 	 	
Total reclassifications for the period	 	$	—		 	$	(1.8	)	 	 	

	

		
(1)	Amounts in parentheses indicate credits to net income in the condensed consolidated statement of operations.	
Refer to “Note 3: Employee benefit plans” for additional information regarding the amortization of defined benefit pension items and “Note 13: Derivatives” for cash flow hedging activity.
Foreign currency gains and losses relating to intercompany borrowings that are considered a part of the Company’s investment in a foreign subsidiary are reflected in accumulated other comprehensive loss. Total foreign currency gains and losses related to such intercompany borrowings were $0.5 million in gains and $4.5 million in losses for the three month periods ended March 31, 2017 and 2016 , respectively.

10.	Debt	
Short-term financing
Short-term financing consisted of the following:

									
(in millions)	 	March 31, 2017	 	December 31, 2016	
Amounts drawn under credit facilities	 	$	11.0		 	$	12.1		
Bank overdrafts	 	10.3		 	13.2		
Total short-term financing	 	$	21.3		 	$	25.3		
As of March 31, 2017 and December 31, 2016 , the Company had $176.1 million and $175.3 million in outstanding letters of credit and guarantees, respectively.

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Long-term debt
Long-term debt consisted of the following:

									
(in millions)	 	March 31, 2017	 	December 31, 2016	
Senior Term Loan Facilities:					
Term B Loan Due 2022, variable interest rate of 3.73% and 4.25% at March 31, 2017 and December 31, 2016, respectively		$	2,194.5			$	2,024.4		
Euro Tranche Term Loan Due 2022, variable interest rate of 4.25% at March 31, 2017 and December 31, 2016		87.5			259.9		
Asset Backed Loan (ABL) Facilities:					
North American ABL Facility Due 2020, variable interest rate of 2.63% and 4.25% at March 31, 2017 and December 31, 2016, respectively		232.5			152.0		
North American ABL Term Loan Due 2018, variable interest rate of 3.90% and 3.75% at March 31, 2017 and December 31, 2016, respectively		66.7			83.3		
Senior Unsecured Notes:					
Senior Unsecured Notes due 2023, fixed interest rate of 6.75% at March 31, 2017 and December 31, 2016		399.5			399.5		
Capital lease obligations		67.7			63.4		
Total long-term debt before discount		$	3,048.4			$	2,982.5		
Less: unamortized debt issuance costs and discount on debt		(26.6	)		(28.5	)	
Total long-term debt		$	3,021.8			$	2,954.0		
Less: current maturities		(116.1	)		(109.0	)	
Total long-term debt, excluding current maturities		$	2,905.7			$	2,845.0		

The weighted average interest rate on long-term debt was 4.35% and 4.84% as of March 31, 2017 and December 31, 2016 , respectively.
On January 19, 2017, Univar USA Inc. entered into an amended Term B loan agreement which replaced the existing US dollar denominated loans with new US dollar denominated loans in aggregate of $2.2 billion . The amendment also reduced the interest rate credit spread on the US dollar denominated loans by 50 basis points from 3.25% to 2.75% and removed the 1.00% LIBOR floor. The additional proceeds of $175.6 million received from the US dollar denominated loans were used to prepay a portion of the existing Euro denominated Term B Loans.
As a result of this debt amendment, the Company recognized debt refinancing costs of $4.2 million in other (expense) income, net in the condensed consolidated statements of operations during the three months ended March 31, 2017. Refer to “Note 6: Other (expense) income, net” for further information. In addition, the Company recognized a loss on extinguishment of debt of $0.8 million in the three months ended March 31, 2017.

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11.	Supplemental balance sheet information	
Property, plant and equipment, net

									
(in millions)	 	March 31, 2017	 	December 31, 2016	
Property, plant and equipment, at cost	 	$	1,856.2		 	$	1,831.0		
Less: accumulated depreciation	 	(845.0	)	 	(811.5	)	
Property, plant and equipment, net	 	$	1,011.2		 	$	1,019.5		
Capital lease assets, net
Included within property, plant and equipment, net are assets related to capital leases where the Company is the lessee. The below table summarizes the cost and accumulated depreciation related to these assets: 

									
(in millions)	 	March 31, 2017	 	December 31, 2016	
Capital lease assets, at cost	 	$	84.4		 	$	76.5		
Less: accumulated depreciation	 	(17.7	)	 	(14.5	)	
Capital lease assets, net	 	$	66.7		 	$	62.0		
Intangible assets, net
The gross carrying amounts and accumulated amortization of the Company’s intangible assets were as follows:

																									
 	 	March 31, 2017	 	December 31, 2016	
(in millions)	 	Gross	 	Accumulated
Amortization	 	Net	 	Gross	 	Accumulated
Amortization	 	Net	
Intangible assets:	 	 	 	 	 	 	 	 	 	 	 	 	
Customer relationships	 	$	835.5		 	$	(532.5	)	 	$	303.0		 	$	826.2		 	$	(514.3	)	 	$	311.9		
Other	 	174.1		 	(152.1	)	 	22.0		 	178.2		 	(150.9	)	 	27.3		
Total intangible assets	 	$	1,009.6		 	$	(684.6	)	 	$	325.0		 	$	1,004.4		 	$	(665.2	)	 	$	339.2		
Other intangible assets consist of intellectual property trademarks, trade names, supplier relationships, non-compete agreements and exclusive distribution rights.
Other accrued expenses    
Other accrued expenses that were greater than five percent of total current liabilities consisted of customer prepayments and deposits, which were $91.8 million and $84.6 million as of March 31, 2017 and December 31, 2016 , respectively.

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12.	Fair value measurements	
Items measured at fair value on a recurring basis
The following table presents the Company’s assets and liabilities measured on a gross basis:

																	
 	 	Level 2	 	Level 3	
(in millions)	 	March 31, 2017	 	December 31, 2016	 	March 31, 2017	 	December 31, 2016	
Financial current assets:	 	 	 	 	 	 	 	 	
Forward currency contracts	 	$	0.4		 	$	0.5		 	$	—		 	$	—		
Financial noncurrent assets:	 	 	 	 	 	 	 	 	
Interest rate swap contracts	 	7.7		 	9.8		 	—		 	—		
Financial current liabilities:	 	 	 	 	 	 	 	 	
Forward currency contracts	 	1.1		 	0.3		 	—		 	—		
Interest rate swap contracts	 	4.8		 	5.6		 	—		 	—		
Contingent consideration	 	—		 	—		 	1.2		 	1.6		
Noncurrent liabilities:	 	 	 	 	 	 	 	 	
Contingent consideration	 	—		 	—		 	1.2		 	5.9		
The net amounts relating to forward currency contracts included in prepaid and other current assets were $0.2 million and $0.5 million and included in other accrued expenses were $0.9 million and $0.3 million as of March 31, 2017 and December 31, 2016 , respectively.
The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles. The fair value of interest rate swaps is determined by estimating the net present value of amounts to be paid under the agreement offset by the net present value of the expected cash inflows based on market rates and associated yield curves. Based on these valuation methodologies, these derivative contracts are classified as level 2 in the fair value hierarchy.
The fair value of the contingent consideration is based on a real options approach, which took into account management’s best estimate of the acquiree’s performance, as well as achievement risk. Based on the valuation methodology, contingent consideration is classified as level 3 in the fair value hierarchy.
The following table is a reconciliation of the fair value measurements that use significant unobservable inputs (Level 3), which consists of contingent consideration related to prior acquisitions.

					
(in millions)	 	Contingent
  consideration  	
Fair value as of December 31, 2016	 	$	7.5		
Fair value adjustments	 	(1.0	)	
Payments	 	(3.2	)	
Gain on settlement	 	(0.9	)	
Fair value as of March 31, 2017	 	$	2.4		
The change in the fair value and payments related to the contingent consideration are recorded in the other, net line item of the operating activities within the condensed consolidated statement of cash flows.
Financial instruments not carried at fair value
The estimated fair value of financial instruments not carried at fair value in the condensed consolidated balance sheets were as follows:

																	
 	 	March 31, 2017	 	December 31, 2016	
(in millions)	 	Carrying    
Amount	 	Fair
Value    	 	Carrying    
Amount	 	Fair
Value    	
Financial liabilities:	 	 	 	 	 	 	 	 	
Long-term debt including current portion (Level 2)	 	$	3,021.8		 	$	3,073.2		 	$	2,954.0		 	$	3,019.1		
The fair values of the long-term debt, including the current portions, were based on current market quotes for similar borrowings and credit risk adjusted for liquidity, margins and amortization, as necessary.

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Fair value of other financial instruments
The carrying value of cash and cash equivalents, trade accounts receivable, net, trade accounts payable and short-term financing included in the condensed consolidated balance sheets approximate fair value due to their short-term nature.

13.	Derivatives	
Interest rate swaps
At March 31, 2017 and December 31, 2016 , the Company had interest rate swap contracts in place with a total notional amount of $1.0 billion and $1.0 billion , respectively, whereby a fixed rate of interest (weighted average of 1.64% ) is paid and a variable rate of interest (greater of 1.25% or three-month LIBOR) is received on the notional amount which will expire in June 2017.
The objective of the interest rate swap contracts is to offset the variability of cash flows in LIBOR indexed debt interest payments, subject to a 1.00% floor, attributable to changes in the aforementioned benchmark interest rate related to the Term B Loan due 2022.
At March 31, 2017 , the Company had interest rate swap contracts with a total notional amount of $2.0 billion effective June 2017 upon the expiration of both the existing interest rate swap contracts and interest rate caps, whereby a fixed rate of interest (weighted-average of 1.70% ) is paid and a variable rate of interest (three-month LIBOR) is received on the notional amount. The Company does not apply hedge accounting for the interest rate swap contracts, which will expire on June 30, 2020. The interest rate swap contracts initially included the floor of 1.00% LIBOR, which was removed on February 1, 2017 as part of the amendment to the interest rate swap contracts. The contracts were amended as a result of the amendment of Senior Term B loan agreement with US dollar denominated tranche on January 19, 2017. Refer to “Note 10: Debt” for additional information. As a result of the interest rate swap contracts amendment, the Company recognized the gain of $1.4 million in other (expense) income, net in the condensed consolidated statement of operations. Changes in fair value of the interest rate swap contracts are also recognized directly in other (expense) income, net in the condensed consolidated statement of operations. Refer to “Note 6: Other (expense) income, net” for additional information.
The fair value of interest rate swaps is recorded either in prepaids and other current assets, other assets, other accrued expenses or other long-term liabilities in the condensed consolidated balance sheets. As of March 31, 2017 and December 31, 2016 , the current liability of $4.8 million and $5.6 million was included in other accrued expenses, respectively. As of March 31, 2017 and December 31, 2016 , the noncurrent asset of $7.7 million and $9.8 million was included in other assets, respectively.
Interest rate caps
At March 31, 2017 and December 31, 2016, the Company had interest rate caps with a notional amount of $800.0 million , to the extent the quarterly LIBOR exceeded 1.00% ; the Company would receive payment based on the notional amount and the spread of three month LIBOR above the strike price of 1.00% . The Company does not apply hedge accounting for the interest rate caps, which expire on June 30, 2017.
As of March 31, 2017 , upfront premium paid for these interest rate caps of $0.1 million are recorded in prepaids and other current assets within the condensed consolidated balance sheets. The interest rate cap premiums will be amortized through interest expense over the life of the contracts within the condensed consolidated statements of operations.
Foreign currency derivatives
The Company uses forward currency contracts to hedge earnings from the effects of foreign exchange relating to certain of the Company’s intercompany and third-party receivables and payables denominated in a foreign currency. These derivative instruments are not formally designated as hedges by the Company and the terms of these instruments range from one to three months. Forward currency contracts are recorded at fair value in either prepaid expenses and other current assets or other accrued expenses in the consolidated balance sheet, reflecting their short-term nature. The fair value adjustments and gains and losses are included in other (expense) income, net within the condensed consolidated statements of operations. Refer to “Note 6: Other (expense) income, net” for more information. The total notional amount of undesignated forward currency contracts were $101.5 million and $111.0 million as of March 31, 2017 and December 31, 2016 , respectively.
Cash flows associated with derivative financial instruments are recognized in the operating section of the consolidated statement of cash flows.

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14.	Business combinations	
Acquisition of Bodine Services
On March 2, 2016, the Company completed an acquisition of 100% of the equity interest in Bodine Services of Decatur, Inc.; Bodine Environmental Services, Inc.; and affiliated entities, operating as Bodine Services of the Midwest (“Bodine”), a regional provider of environmental and facilities maintenance services. This acquisition expands the Company’s footprint with additional service centers in key geographic markets since Bodine has expertise that is critical to helping customers effectively manage compliance with their operations by preventing waste and environmental concerns.
Acquisition of Nexus Ag
On March 22, 2016, the Company completed a definitive asset purchase agreement with Nexus Ag Business Inc. (“Nexus Ag”), a wholesale fertilizer distributor to the Western Canada agriculture market that offers a broad range of products, including micronutrients, specialty fertilizers, potash, phosphates, and liquid and soluble nutrients from leading North American producers.
The purchase price of these acquisitions was $53.3 million . The purchase price allocation includes goodwill of $22.9 million and intangibles of $19.4 million .
As of March 31, 2017 , the purchase price allocation for the Bodine and Nexus Ag 2016 acquisitions has been finalized. Purchase price adjustments on prior acquisitions resulted in additional cash payments of $0.5 million during the three months ended March 31, 2017 .

15.	Commitments and Contingencies	
Litigation
In the ordinary course of business the Company is subject to pending or threatened claims, lawsuits, regulatory matters and administrative proceedings from time to time. Where appropriate the Company has recorded provisions in the condensed consolidated financial statements for these matters. The liabilities for injuries to persons or property are in some instances covered by liability insurance, subject to various deductibles and self-insured retentions.
The Company is not aware of any claims, lawsuits, regulatory matters or administrative proceedings, pending or threatened, that are likely to have a material effect on its overall financial position, results of operations or cash flows. However, the Company cannot predict the outcome of any claims or litigation or the potential for future claims or litigation.
The Company is subject to liabilities from claims alleging personal injury from exposure to asbestos. The claims result primarily from an indemnification obligation related to Univar USA Inc.’s 1986 purchase of McKesson Chemical Company from McKesson Corporation (“McKesson”). Univar USA is also a defendant in a small number of asbestos claims. As of March 31, 2017 , there were fewer than 285 asbestos-related claims for which the Company has liability for defense and indemnity pursuant to the indemnification obligation. The volume of such cases has increased in recent quarters. Historically, the vast majority of the claims against both McKesson and Univar USA have been dismissed without payment. The Company does incur costs in defending these claims. While the Company is unable to predict the outcome of these matters, it does not believe, based upon currently available facts, that the ultimate resolution of any of these matters will have a material effect on its overall financial position, results of operations or cash flows. However, the Company cannot predict the outcome of any present or future claims or litigation and adverse developments could negatively impact earnings or cash flows in a particular future period.
Environmental
The Company is subject to various federal, state and local environmental laws and regulations that require environmental assessment or remediation efforts (collectively “environmental remediation work”) at approximately 130 locations, some that are now or were previously Company-owned/occupied and some that were never Company-owned/occupied (“non-owned sites”).
The Company’s environmental remediation work at some sites is being conducted pursuant to governmental proceedings or investigations, while the Company, with appropriate state or federal agency oversight and approval, is conducting the environmental remediation work at other sites voluntarily. The Company is currently undergoing remediation efforts or is in the process of active review of the need for potential remediation efforts at approximately 107 current or formerly Company-owned/occupied sites. In addition, the Company may be liable for a share of the clean-up of approximately 23 non-owned sites. These non-owned sites are typically (a) locations of independent waste disposal or recycling operations with alleged or confirmed contaminated soil and/or groundwater to which the Company may have shipped waste products or drums for re-conditioning, or (b) contaminated non-owned sites near historical sites owned or operated by the Company or its predecessors from which contamination is alleged to have arisen.
In determining the appropriate level of environmental reserves, the Company considers several factors such as information obtained from investigatory studies; changes in the scope of remediation; the interpretation, application and enforcement of laws

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and regulations; changes in the costs of remediation programs; the development of alternative cleanup technologies and methods; and the relative level of the Company’s involvement at various sites for which the Company is allegedly associated. The level of annual expenditures for remedial, monitoring and investigatory activities will change in the future as major components of planned remediation activities are completed and the scope, timing and costs of existing activities are changed. Project lives, and therefore cash flows, range from 2 to 30 years , depending on the specific site and type of remediation project.
Although the Company believes that its reserves are adequate for environmental contingencies, it is possible due to the uncertainties noted above; that additional reserves could be required in the future that could have a material effect on the overall financial position, results of operations, or cash flows in a particular period. This additional loss or range of losses cannot be recorded at this time, as it is not reasonably estimable.
Changes in total environmental liabilities are as follows:

									
 	 	Three months ended March 31,	
(in millions)	 	2017	 	2016	
Environmental liabilities at beginning of period	 	$	95.8		 	$	113.2		
Revised obligation estimates	 	3.1		 	2.1		
Environmental payments	 	(5.3	)	 	(4.6	)	
Foreign exchange	 	0.1		 	0.1		
Environmental liabilities at end of period	 	$	93.7		 	$	110.8		
Environmental liabilities of $29.0 million and $30.2 million were classified as current in other accrued expenses in the condensed consolidated balance sheets as of March 31, 2017 and December 31, 2016 , respectively. The long-term portion of environmental liabilities is recorded in other long-term liabilities in the condensed consolidated balance sheets.
Customs and International Trade Laws
In April 2012, the US Department of Justice (“DOJ”) issued a civil investigative demand to the Company in connection with an investigation into the Company’s compliance with applicable customs and international trade laws and regulations relating to the importation of saccharin from 2002 through 2012. The Company also became aware in 2010 of an investigation being conducted by US Customs and Border Patrol (“CBP”) into the Company’s importation of saccharin. Finally, the Company learned that a civil plaintiff had sued the Company and two other defendants in a Qui Tam proceeding, such filing having been made under seal in 2012, and this plaintiff had requested that the DOJ intervene in its lawsuit.
The US government, through the DOJ, declined to intervene in the Qui Tam proceeding in November 2013 and, as a result, the DOJ’s inquiry related to the Qui Tam lawsuit and its initial investigation demand are now finished. On February 26, 2014, the Qui Tam plaintiff also voluntarily dismissed its lawsuit against the Company.
CBP, however, continued its investigation on the importation of saccharin by the Company’s subsidiary, Univar USA Inc. On July 21, 2014, CBP sent the Company a “Pre-Penalty Notice” indicating the imposition of a penalty against Univar USA Inc. in the amount of approximately $84.0 million . Univar USA Inc. responded to CBP that the proposed penalty was not justified. On October 1, 2014, the CBP issued a penalty notice to Univar USA Inc. for $84.0 million and has reaffirmed this penalty notice. On August 6, 2015, the DOJ filed a complaint on CBP’s behalf against Univar USA Inc. in the Court of International Trade seeking approximately $84.0 million in allegedly unpaid duties, penalties, interest, costs and attorneys’ fees. Discovery is underway in this matter. The Company continues to defend this matter vigorously. Univar USA Inc. has not recorded a liability related to this investigation as the Company believes a loss is not probable. Although the Company believes its position is strong it cannot guarantee the outcome of this or other litigation.

16.     Segments
Management monitors the operating results of its operating segments separately for the purpose of making decisions about resource allocation and performance assessment. Management evaluates performance on the basis of Adjusted EBITDA. Adjusted EBITDA is defined as consolidated net income, plus the sum of: interest expense, net of interest income; income tax expense; depreciation; amortization; impairment charges; other operating expenses, net; and other (expense) income, net.
Transfer prices between operating segments are set on an arms-length basis in a similar manner to transactions with third parties. Corporate operating expenses that directly benefit segments have been allocated to the operating segments. Allocable operating expenses are identified through a review process by management. These costs are allocated to the operating segments on a basis that reasonably approximates the use of services. This is typically measured on a weighted distribution of margin, asset, headcount or time spent.

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Other/Eliminations represents the elimination of inter-segment transactions as well as unallocated corporate costs consisting of costs specifically related to parent company operations that do not directly benefit segments, either individually or collectively.
Financial information for the Company’s segments is as follows:

																									
(in millions)		USA		Canada		EMEA		Rest of
World		Other/
Eliminations		Consolidated	
Three Months Ended March 31, 2017													
Net sales:													
External customers		$	1,150.9			$	307.3			$	439.7			$	100.9			$	—		 	$	1,998.8		
Inter-segment		31.2			1.8			1.3			0.1			(34.4	)	 	—		
Total net sales		$	1,182.1			$	309.1			$	441.0			$	101.0			$	(34.4	)	 	$	1,998.8		
Cost of goods sold		919.2			253.3			339.2			82.1			(34.4	)	 	1,559.4		
Gross profit		$	262.9			$	55.8			$	101.8			$	18.9			$	—		 	$	439.4		
Outbound freight and handling		46.8			9.2			13.4			1.6			—		 	71.0		
Warehousing, selling and administrative		134.4			21.8			52.5			10.6			6.8		 	226.1		
Adjusted EBITDA		$	81.7			$	24.8			$	35.9			$	6.7			$	(6.8	)	 	$	142.3		
Other operating expenses, net		 	 	 	 	 	 	 	 	 	 	19.8		
Depreciation		 	 	 	 	 	 	 	 	 	 	35.9		
Amortization		 	 	 	 	 	 	 	 	 	 	16.7		
Interest expense, net		 	 	 	 	 	 	 	 	 	 	35.8		
Loss on extinguishment of debt	 	 	 	 	 	 	 	 	 	 	 	0.8		
Other expense, net		 	 	 	 	 	 	 	 	 	 	9.1		
Income tax expense		 	 	 	 	 	 	 	 	 	 	1.6		
Net income		 	 	 	 	 	 	 	 	 	 	$	22.6		
Total assets		$	3,640.2		 	$	1,975.5		 	$	908.2		 	$	227.9		 	$	(1,155.8	)	 	$	5,596.0		

	
																									
(in millions)		USA		Canada		EMEA		Rest of
World		Other/
Eliminations		Consolidated	
Three Months Ended March 31, 2016													
Net sales:													
External customers		$	1,187.5		 	$	272.7		 	$	437.4		 	$	101.4		 	$	—		 	$	1,999.0		
Inter-segment		26.9		 	2.3		 	1.4		 	—		 	(30.6	)	 	—		
Total net sales		$	1,214.4		 	$	275.0		 	$	438.8		 	$	101.4		 	$	(30.6	)	 	$	1,999.0		
Cost of goods sold		951.5		 	224.4		 	342.6		 	80.8		 	(30.6	)	 	1,568.7		
Gross profit		$	262.9		 	$	50.6		 	$	96.2		 	$	20.6		 	$	—		 	$	430.3		
Outbound freight and handling		47.7		 	7.8		 	14.0		 	1.8		 	—		 	71.3		
Warehousing, selling and administrative		134.4		 	21.1		 	53.9		 	10.9		 	4.6		 	224.9		
Adjusted EBITDA		$	80.8		 	$	21.7		 	$	28.3		 	$	7.9		 	$	(4.6	)	 	$	134.1		
Other operating expenses, net		 	 	 	 	 	 	 	 	 	 	5.5		
Depreciation		 	 	 	 	 	 	 	 	 	 	33.5		
Amortization		 	 	 	 	 	 	 	 	 	 	22.0		
Interest expense, net		 	 	 	 	 	 	 	 	 	 	40.6		
Other expense, net		 	 	 	 	 	 	 	 	 	 	13.4		
Income tax expense		 	 	 	 	 	 	 	 	 	 	5.1		
Net income												$	14.0		
Total assets		$	4,038.3		 	$	1,942.5		 	$	1,011.6		 	$	243.4		 	$	(1,300.4	)	 	$	5,935.4		

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Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	
Our operations are structured into four operating segments that represent the geographic areas under which we operate and manage our business. These segments are Univar USA (“USA”), Univar Canada (“Canada”), Univar Europe and the Middle East and Africa (“EMEA”), and Rest of World (“Rest of World”), which includes developing businesses in Latin America (including Brazil and Mexico) and the Asia-Pacific region.
We monitor the results of our operating segments separately for the purposes of making decisions about resource allocation and performance assessment. We evaluate performance on the basis of Adjusted EBITDA, which we define as our consolidated net income, plus the sum of interest expense, net of interest income, income tax expense, depreciation, amortization, loss on extinguishment of debt, other operating expenses, net (which primarily consists of acquisition and integration related expenses, employee stock-based compensation expense, restructuring charges, business optimization, and other unusual or non-recurring expenses) and other (expense) income, net (which consists of gains and losses on foreign currency transactions and undesignated derivative instruments, debt refinancing costs, and other nonoperating activity). We believe that Adjusted EBITDA is an important indicator of operating performance because:
		
•	we report Adjusted EBITDA to our lenders as required under the covenants of our credit agreements;	
		
•	Adjusted EBITDA excludes the effects of income taxes, as well as the effects of financing and investing activities by eliminating the effects of interest, depreciation and amortization expenses;	
		
•	we use Adjusted EBITDA in setting performance incentive targets;	
		
•	we consider gains (losses) on the acquisition, disposal and impairment of assets as resulting from investing decisions rather than ongoing operations; and	
		
•	other significant items, while periodically affecting our results, may vary significantly from period to period and have a disproportionate effect in a given period, which affects comparability of our results.	
We set transfer prices between operating segments on an arms-length basis in a similar manner to transactions with third parties. We allocate corporate operating expenses that directly benefit our operating segments on a basis that reasonably approximates our estimates of the use of these services.
Other/Eliminations represents the elimination of inter-segment transactions as well as unallocated corporate costs consisting of costs specifically related to parent company operations that do not directly benefit segments, either individually or collectively. In the analysis of our results of operations, we discuss operating segment results for the current reporting period following our consolidated results of operations period-to-period comparison.
The following is management’s discussion and analysis of the financial condition and results of operations for the three months ended March 31, 2017 as compared to the corresponding period in the prior year. This discussion should be read in conjunction with the condensed consolidated financial statements, including the related notes, set forth in this report under “Financial Statements” and our Annual Report on Form 10-K for the year ended December 31, 2016 .

Results of Operations
The following tables set forth, for the periods indicated, certain statements of operations data first on the basis of reported data and then as a percentage of total net sales for the relevant period.

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Three Months Ended March 31, 2017 Compared to Three Months Ended March 31, 2016

	
																									
 	 	Three Months Ended	 	Favorable
(unfavorable)	 	% Change	 	Impact of
currency*	
(in millions)	 	March 31, 2017	 	March 31, 2016	 						
Net sales	 	$	1,998.8		 	100.0	 %	 	$	1,999.0		 	100.0	 %	 	$	(0.2	)	 	—	 %	 	(0.8	)%	
Cost of goods sold	 	1,559.4		 	78.0	 %	 	1,568.7		 	78.5	 %	 	9.3		 	(0.6	)%	 	0.8	 %	
Gross profit	 	$	439.4		 	22.0	 %	 	$	430.3		 	21.5	 %	 	$	9.1		 	2.1	 %	 	(0.8	)%	
Operating expenses:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Outbound freight and handling	 	71.0		 	3.6	 %	 	71.3		 	3.6	 %	 	0.3		 	(0.4	)%	 	0.4	 %	
Warehousing, selling and administrative	 	226.1		 	11.3	 %	 	224.9		 	11.3	 %	 	(1.2	)	 	0.5	 %	 	0.5	 %	
Other operating expenses, net	 	19.8		 	1.0	 %	 	5.5		 	0.3	 %	 	(14.3	)	 	260.0	 %	 	—	 %	
Depreciation	 	35.9		 	1.8	 %	 	33.5		 	1.7	 %	 	(2.4	)	 	7.2	 %	 	0.3	 %	
Amortization	 	16.7		 	0.8	 %	 	22.0		 	1.1	 %	 	5.3		 	(24.1	)%	 	(0.5	)%	
Total operating expenses	 	$	369.5		 	18.5	 %	 	$	357.2		 	17.9	 %	 	$	(12.3	)	 	3.4	 %	 	0.4	 %	
Operating income	 	$	69.9		 	3.5	 %	 	$	73.1		 	3.7	 %	 	$	(3.2	)	 	(4.4	)%	 	(2.6	)%	
Other (expense) income:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest income	 	0.9		 	—	 %	 	0.9		 	—	 %	 	—		 	—	 %	 	—	 %	
Interest expense	 	(36.7	)	 	(1.8	)%	 	(41.5	)	 	(2.1	)%	 	4.8		 	(11.6	)%	 	0.5	 %	
Loss on extinguishment of debt	 	(0.8	)	 	—	 %	 	—		 	—	 %	 	(0.8	)	 	100.0	 %	 	—	 %	
Other expense, net	 	(9.1	)	 	(0.5	)%	 	(13.4	)	 	(0.7	)%	 	4.3		 	32.1	 %	 	9.0	 %	
Total other expense	 	$	(45.7	)	 	(2.3	)%	 	$	(54.0	)	 	(2.7	)%	 	$	8.3		 	(15.4	)%	 	2.6	 %	
Income before income taxes	 	24.2		 	1.2	 %	 	19.1		 	1.0	 %	 	5.1		 	26.7	 %	 	(2.6	)%	
Income tax expense	 	1.6		 	0.1	 %	 	5.1		 	0.3	 %	 	3.5		 	(68.6	)%	 	(15.7	)%	
Net income	 	$	22.6		 	1.1	 %	 	$	14.0		 	0.7	 %	 	$	8.6		 	61.4	 %	 	(10.0	)%	

	

*Foreign currency translation is included in the percentage change. Unfavorable impacts from foreign currency translation are designated with parentheses.
Net sales

			
Net sales percentage change due to:        	
Acquisitions	0.3	 %	
Reported sales volumes	(3.3	)%	
Sales pricing and product mix	3.8	 %	
Foreign currency translation	(0.8	)%	
Total	—	 %	
Net sales were $1,998.8 million for the three months ended March 31, 2017 or essentially flat with the three months ended March 31, 2016 as higher average sales pricing, driven by the Company's efforts to improve its sales force effectiveness and margin management initiatives, as well as modest chemical price inflation, offset lower volume. The increase in net sales from acquisitions was driven by the March 2016 Nexus Ag acquisition in Canada and the March 2016 Bodine acquisition in the USA. The decrease in net sales from reported sales volumes was driven by the USA, EMEA, and Rest of World segments, partially offset by higher sales volumes in the Canada segment. The increase in net sales from changes in sales pricing and product mix was driven by the EMEA, USA and Rest of World segments, partially offset by a decrease in the Canada segment. Foreign currency translation decreased net sales as the strengthening of the US dollar against the British pound, euro and Mexican peso was partially offset by the weakening of the US dollar against the Canadian dollar and the Brazilian real. Refer to the “Segment results” for the three months ended March 31, 2017 discussion for additional information.

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Gross profit

			
Gross profit percentage change due to:        	
Acquisitions	0.4	 %	
Reported sales volumes	(3.3	)%	
Sales pricing, product costs and other adjustments	5.8	 %	
Foreign currency translation	(0.8	)%	
Total	2.1	 %	
Gross profit increased $9.1 million , or 2.1% , to $439.4 million for the three months ended March 31, 2017 . The increase in gross profit from acquisitions was primarily driven by the March 2016 Bodine acquisition in the USA and March 2016 Nexus Ag acquisition in Canada. The decrease in gross profit from reported sales volumes was driven by the USA, EMEA, and Rest of World segments, partially offset by higher sales volumes in the Canada segment. The increase in gross profit from changes in sales pricing, product costs and other adjustments was driven by the USA and EMEA segments, partially offset by decreases in the Canada and Rest of World segments. Gross margin, which we define as gross profit divided by net sales, increased to 22.0% for the three months ended March 31, 2017 from 21.5% for the three months ended March 31, 2016 primarily due to favorable product mix and focused margin management efforts. Foreign currency translation decreased gross profit as the strengthening of the US dollar against the British pound, euro and Mexican peso was offset by the weakening of the US dollar against the Canadian dollar and the Brazilian real. Refer to the “Segment results” for the three months ended March 31, 2017 discussion for additional information.
Outbound freight and handling
Outbound freight and handling expenses decreased $0.3 million , or 0.4% , to $71.0 million for the three months ended March 31, 2017 . Foreign currency translation decreased outbound freight and handling expense by 0.4% or $0.3 million . On a constant currency basis, outbound freight and handling expenses were flat to prior year primarily due to lower reported sales volumes offset by higher delivery costs resulting from changes in product mix and increased fuel prices. Refer to the “Segment results” for the three months ended March 31, 2017 discussion for additional information.
Warehousing, selling and administrative
Warehousing, selling and administrative expenses increased $1.2 million , or 0.5% , to $226.1 million for the three months ended March 31, 2017 . Foreign currency translation decreased warehousing, selling and administrative expenses by $1.2 million . On a constant currency basis, the $2.4 million increase is primarily due higher investments in personnel costs of $4.3 million, along with the absence of $3.0 million in prior service credits recognized in 2016 related to the US retiree health care plan, and $1.2 million of incremental expenses from acquisitions, offset by $5.1 million of lower operating expenses, driven by productivity gains and site closures, and $1.0 million in lower bad debt charges. Refer to the “Segment results” for the three months ended March 31, 2017 discussion for additional information.
Other operating expenses, net
Other operating expenses, net increased $14.3 million from $5.5 million for the three months ended March 31, 2016 to $19.8 million for the three months ended March 31, 2017 . The increase was primarily related to $9.1 million of costs incurred to support the transformation of the US business, $4.2 million of higher stock-based compensation, and $2.5 million of higher restructuring charges. The increase was partially offset by lower acquisition and integration related expenses driven by $1.0 million in fair value adjustments and a $0.9 million gain on settlement of contingent consideration related to prior acquisitions. The remaining $0.4 million increase related to several insignificant components. Foreign currency translation had no impact on other operating expenses. Refer to “Note 4: Other operating expenses, net” and “Note 5: Restructuring charges” in Item 1 of this Quarterly Report on Form 10-Q for additional information. 
Depreciation and amortization
Depreciation expense increased $2.4 million , or 7.2% , to $35.9 million for the three months ended March 31, 2017 . Foreign currency translation decreased depreciation expense by 0.3% or $0.1 million . On a constant currency basis, the $2.5 million increase was primarily related to the second quarter 2016 reassessment of useful lives of certain internally developed software, and new investments weighted towards shorter lived assets.
Amortization expense decreased $5.3 million , or 24.1% , to $16.7 million for the three months ended March 31, 2017 . Foreign currency translation increased amortization expense by 0.5% or $0.1 million. On a constant currency basis, the decrease of $5.4 million was primarily driven by the third quarter 2016 impairment charge which reduced the intangible asset base along

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with lower expense related to intangibles reaching the end of their useful life, partially offset by amortization of additional intangible assets related to the 2016 business acquisitions.
Interest expense
Interest expense decreased $4.8 million , or 11.6% , to $36.7 million for the three months ended March 31, 2017 primarily due to lower average outstanding borrowings, as well as lower interest rates related to the January 2017 debt amendment of the Senior Term B loan agreement.
Loss on extinguishment of debt
Loss on extinguishment of debt included $0.8 million for the three months ended March 31, 2017 due to the write off of unamortized debt discount and debt issuance costs related to the January 2017 debt amendment of the Senior Term B loan agreement.
Other expense, net
Other expense, net decreased $4.3 million from $13.4 million for the three months ended March 31, 2016 to $9.1 million for the three months ended March 31, 2017 . The decrease was primarily due to $11.7 million of lower foreign currency denominated loan revaluation losses, partially offset by $4.2 million in fees related to the January 2017 debt amendment of the Senior Term B loan agreement. The remaining $3.2 million increase is related to several insignificant components. Refer to “Note 6: Other expense, net” in Item 1 of this Quarterly Report on Form 10-Q for additional information.
Income tax expense
Income tax expense decreased $3.5 million from $5.1 million for the three months ended March 31, 2016 to $1.6 million for the three months ended March 31, 2017 with the impact of an increase in earnings offset by a favorable discrete item benefit. As compared to the $0.4 million of discrete benefit for the first three months of 2016, $3.9 million of discrete benefit was recorded for the three month period ended March 31, 2017 of which a $2.2 million benefit related to excess tax benefits from equity compensation now reported as a discrete item on the quarter.
On April 24, 2017 President Trump signed an Executive Order directing the US Department of the Treasury to review tax regulations adopted over the past 18 months under former President Obama. Should the tax regulations adopted in December 2016 related to unrealized foreign exchange losses of non-US branches be repealed, this could have a favorable material impact on the Company’s effective tax rate, as the deferred tax asset would be required to be revalued.

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Segment results
Our Adjusted EBITDA by operating segment and in aggregate is summarized in the following tables:

	
																									
(in millions)	 	USA	 	Canada    	 	EMEA    	 	Rest of
World    	 	Other/
Elimin-
    ations (1)     	 	Consolidated    	
 	 	Three months ended March 31, 2017	
Net sales:	 	 	 	 	 	 	 	 	
External customers	 	$	1,150.9		 	$	307.3		 	$	439.7		 	$	100.9		 	$	—		 	$	1,998.8		
Inter-segment	 	31.2		 	1.8		 	1.3		 	0.1		 	(34.4	)	 	—		
Total net sales	 	$	1,182.1		 	$	309.1		 	$	441.0		 	$	101.0		 	$	(34.4	)	 	$	1,998.8		
Cost of goods sold	 	919.2		 	253.3		 	339.2		 	82.1		 	(34.4	)	 	1,559.4		
Gross profit	 	$	262.9		 	$	55.8		 	$	101.8		 	$	18.9		 	$	—		 	$	439.4		
Outbound freight and handling	 	46.8		 	9.2		 	13.4		 	1.6		 	—		 	71.0		
Warehousing, selling and administrative (operating expenses)	 	134.4		 	21.8		 	52.5		 	10.6		 	6.8		 	226.1		
Adjusted EBITDA	 	$	81.7		 	$	24.8		 	$	35.9		 	$	6.7		 	$	(6.8	)	 	$	142.3		
Other operating expenses, net	 	 	 	 	 	 	 	19.8		
Depreciation	 	 	 	 	 	 	 	35.9		
Amortization	 	 	 	 	 	 	 	16.7		
Interest expense, net	 	 	 	 	 	 	 	35.8		
Loss on extinguishment of debt	 	 	 	 	 	 	 	0.8		
Other expense, net	 	 	 	 	 	 	 	9.1		
Income tax expense	 	 	 	 	 	 	 	1.6		
Net income	 	 	 	 	 	 	 	$	22.6		

																									
(in millions)	 	USA	 	Canada	 	EMEA	 	Rest of
World	 	Other/
Elimin-
ations (1)	 	Consolidated    	
 	 	Three months ended March 31, 2016	
Net sales:	 	 	 	 	 	 	 	 	
External customers	 	$	1,187.5		 	$	272.7		 	$	437.4		 	$	101.4		 	$	—		 	$	1,999.0		
Inter-segment	 	26.9		 	2.3		 	1.4		 	—		 	(30.6	)	 	—		
Total net sales	 	$	1,214.4		 	$	275.0		 	$	438.8		 	$	101.4		 	$	(30.6	)	 	$	1,999.0		
Cost of goods sold	 	951.5		 	224.4		 	342.6		 	80.8		 	(30.6	)	 	1,568.7		
Gross profit	 	$	262.9		 	$	50.6		 	$	96.2		 	$	20.6		 	$	—		 	$	430.3		
Outbound freight and handling	 	47.7		 	7.8		 	14.0		 	1.8		 	—		 	71.3		
Warehousing, selling and administrative (operating expenses)	 	134.4		 	21.1		 	53.9		 	10.9		 	4.6		 	224.9		
Adjusted EBITDA	 	$	80.8		 	$	21.7		 	$	28.3		 	$	7.9		 	$	(4.6	)	 	$	134.1		
Other operating expenses, net	 	 	 	 	 	 	 	5.5		
Depreciation	 	 	 	 	 	 	 	33.5		
Amortization	 	 	 	 	 	 	 	22.0		
Interest expense, net	 	 	 	 	 	 	 	40.6		
Other expense, net	 	 	 	 	 	 	 	13.4		
Income tax expense	 	 	 	 	 	 	 	5.1		
Net income	 	 	 	 	 	 	 	$	14.0		

	

		
(1)	Other/Eliminations represents the elimination of intersegment transactions as well as unallocated corporate costs consisting of costs specifically related to parent company operations that do not directly benefit segments, either individually or collectively.	

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USA .

									
Net sales percentage change due to:	 	Gross profit percentage change due to:	
Acquisitions	 	0.2	 %	 	Acquisitions	 	0.4	 %	
Reported sales volumes	 	(5.7	)%	 	Reported sales volumes	 	(5.7	)%	
Sales pricing and product mix	 	2.4	 %	 	Sales pricing, product costs and other adjustments	 	5.3	 %	
Total	 	(3.1	)%	 	Total	 	—	 %	
External sales in the USA segment were $1,150.9 million , a decrease of $36.6 million , or 3.1% , for the three months ended March 31, 2017 due to lower sales volumes, partially offset by higher average selling prices resulting from the Company's efforts to improve its sales force effectiveness and margin management initiatives, as well as modest chemical inflation. The increase in external net sales from acquisitions was due to the March 2016 Bodine acquisition. Gross profit was $262.9 million for the three months ended March 31, 2017 or essentially flat to the prior year due to lower sales volumes, partially offset by higher average selling prices. The increase in gross profit from acquisitions was due to the March 2016 Bodine acquisition. Gross margin increased from 22.1% for the three months ended March 31, 2016 to 22.8% during the three months ended March 31, 2017 primarily due to the factors impacting gross profit discussed above.
Outbound freight and handling expenses decreased $0.9 million , or 1.9% , to $46.8 million for the three months ended March 31, 2017 primarily due to lower reported sales volumes, partially offset by higher delivery costs resulting from changes in product mix and increased fuel prices. Operating expenses were $134.4 million for the three months ended March 31, 2017 or essentially flat to the prior year due to the absence of $3.0 million in prior service credits recognized in 2016 related to the US retiree health care plan, along with higher investments in personnel costs of $2.1 million offset by $3.6 million of lower operating expenses, driven by productivity gains and site closures, and $1.5 million in lower bad debt charges. Operating expenses as a percentage of external sales increased from 11.3% for the three months ended March 31, 2016 to 11.7% for the three months ended March 31, 2017 .
Adjusted EBITDA increased by $0.9 million , or 1.1% , to $81.7 million for the three months ended March 31, 2017 . Adjusted EBITDA margin increased from 6.8% in the three months ended March 31, 2016 to 7.1% for the three months ended March 31, 2017 primarily as a result of higher gross margin, partially offset by increased operating expenses as a percentage of sales.
Canada .

									
Net sales percentage change due to:	 	Gross profit percentage change due to:	
Acquisitions	 	1.3	 %	 	Acquisitions	 	1.2	 %	
Reported sales volumes	 	7.9	 %	 	Reported sales volumes	 	7.9	 %	
Sales pricing and product mix	 	(0.6	)%	 	Sales pricing, product costs and other adjustments	 	(2.8	)%	
Foreign currency translation	 	4.1	 %	 	Foreign currency translation	 	4.0	 %	
Total	 	12.7	 %	 	Total	 	10.3	 %	
External sales in the Canada segment were $307.3 million , an increase of $34.6 million , or 12.7% , for the three months ended March 31, 2017 . Foreign currency translation increased external sales dollars as the Canadian dollar strengthened against the US dollar when comparing the three months ended March 31, 2017 to the three months ended March 31, 2016 . On a constant currency basis, external sales dollars increased $23.8 million or 8.6% . The increase in external net sales from acquisitions was due to the March 2016 Nexus Ag acquisition. The increase in external net sales from reported sales volumes was primarily driven by the oil and gas end market within Western Canada. Gross profit increased $5.2 million , or 10.3% , to $55.8 million in the three months ended March 31, 2017 . The increase in gross profit from acquisitions was due to the March 2016 Nexus Ag acquisition. Gross profit decreased primarily due to changes in product mix during the three months ended March 31, 2017 . Gross margin decreased from 18.6% for the three months ended March 31, 2016 to 18.2% for the three months ended March 31, 2017 primarily due to the factors impacting gross profit discussed above.
Outbound freight and handling expenses increased $1.4 million, or 17.9%, to $9.2 million for the three months ended March 31, 2017 primarily due to higher reported sales volumes and higher delivery costs resulting from changes in product mix. Operating expenses increased by $0.7 million , or 3.3% , to $21.8 million for the three months ended March 31, 2017 , but decreased as a percentage of external sales from 7.7% for the three months ended March 31, 2016 to 7.1% for the three months ended March 31, 2017 . Foreign currency translation increased operating expenses by 3.8% or $0.8 million . On a constant currency basis, operating expenses decreased $0.1 million , or 0.5% , primarily related to several insignificant components.

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Adjusted EBITDA increased by $3.1 million , or 14.3% , to $24.8 million for the three months ended March 31, 2017 . Foreign currency translation increased Adjusted EBITDA by 4.1% or $0.9 million. On a constant currency basis, Adjusted EBITDA increased $2.2 million , or 10.1% , primarily due to increased gross profit with $0.3 million of Adjusted EBITDA attributed to acquisitions. Adjusted EBITDA margin increased from 8.0% for the three months ended March 31, 2016 to 8.1% for the three months ended March 31, 2017 primarily due to lower operating expenses as a percentage of sales, partially offset by lower gross margin.
EMEA .

									
Net sales percentage change due to:	 	Gross profit percentage change due to:	
Reported sales volumes	 	(2.0	)%	 	Reported sales volumes	 	(2.0	)%	
Sales pricing and product mix	 	8.2	 %	 	Sales pricing, product costs and other adjustments	 	13.5	 %	
Foreign currency translation	 	(5.7	)%	 	Foreign currency translation	 	(5.7	)%	
Total	 	0.5	 %	 	Total	 	5.8	 %	
External sales in the EMEA segment were $439.7 million , an increase of $2.3 million , or 0.5% , for the three months ended March 31, 2017 , primarily due to higher average selling prices driven by mix improvement, margin management initiatives, and chemical price inflation, partially offset by lower volumes. Foreign currency translation decreased external sales dollars as the US dollar strengthened against the British pound and euro, when comparing the three months ended March 31, 2017 to the three months ended March 31, 2016 . Gross profit increased $5.6 million , or 5.8% , to $101.8 million in the three months ended March 31, 2017 . Gross profit increased due to changes in sales pricing, product costs and other adjustments primarily due to increased sales of higher margin pharmaceutical finished goods as well as the continued impact of our product mix enrichment strategy. Gross margin increased from 22.0% for the three months ended March 31, 2016 to 23.2% for the three months ended March 31, 2017 primarily due to the factors discussed above.
Outbound freight and handling expenses decreased $0.6 million , or 4.3% , to $13.4 million , on delivery cost efficiencies resulting from changes in product mix and lower volumes. Operating expenses decreased $1.4 million , or 2.6% , to $52.5 million for the three months ended March 31, 2017 , and decreased as a percentage of external sales from 12.3% for the three months ended March 31, 2016 to 11.9% for the three months ended March 31, 2017 . Foreign currency translation decreased operating expenses by 3.9% or $2.1 million . On a constant currency basis, operating expenses increased $0.7 million , or 1.3% , which was primarily due to higher personnel expenses of $1.5 million. The remaining $0.8 million decrease related to several other insignificant components.
Adjusted EBITDA increased by $7.6 million , or 26.9% , to $35.9 million for the three months ended March 31, 2017 . Foreign currency translation decreased Adjusted EBITDA by 10.2% or $2.9 million. On a constant currency basis, Adjusted EBITDA increased $10.5 million, or 37.1% . Nearly half of the Adjusted EBITDA growth in the quarter can be attributed to increased sales of pharmaceutical finished goods that compare to abnormally low sales in the prior year first quarter. For the three months ended March 31, 2017 , the pharmaceutical finished goods product line represented 27.6% of Adjusted EBIDTA in the EMEA segment. The remaining growth in Adjusted EBITDA can be attributed to higher gross profit margin from higher average selling price and continuing benefit from reductions in operating expenses. Adjusted EBITDA margin increased from 6.5% for the three months ended March 31, 2016 to 8.2% for the three months ended March 31, 2017 primarily due to higher gross margin and lower operating expenses as a percentage of sales.
Rest of World .

									
Net sales percentage change due to:	 	Gross profit percentage change due to:	
Reported sales volumes	 	(5.1	)%	 	Reported sales volumes	 	(5.1	)%	
Sales pricing and product mix	 	6.7	 %	 	Sales pricing, product costs and other adjustments	 	(4.2	)%	
Foreign currency translation	 	(2.1	)%	 	Foreign currency translation	 	1.0	 %	
Total	 	(0.5	)%	 	Total	 	(8.3	)%	
External sales in the Rest of World segment were $100.9 million , a decrease of $0.5 million , or 0.5% , for the three months ended March 31, 2017 . Foreign currency translation decreased external sales dollars when comparing the three months ended March 31, 2017 to the three months ended March 31, 2016 primarily due to the stronger US dollar position as compared to the Mexican peso. The decrease in external net sales from reported sales volumes was primarily driven by volume reductions in upstream oil and gas products and soft economic conditions in Mexico along with volume reductions in Brazil related to caustic

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soda spot sales in 2016 . The increase in external net sales from changes in sales pricing and product mix was primarily due to market price inflation and favorable product mix. Gross profit decreased $1.7 million , or 8.3% , to $18.9 million for the three months ended March 31, 2017 primarily due to lower volumes as well as unfavorable product cost and mix across the region. Gross margin decreased from 20.3% for the three months ended March 31, 2016 to 18.7% for the three months ended March 31, 2017 primarily due to the factors discussed above.
Outbound freight and handling expenses decreased $0.2 million , or 11.1% , to $1.6 million for the three months ended March 31, 2017 , on delivery cost efficiencies resulting from changes in product mix and lower volumes. Operating expenses decreased $0.3 million , or 2.8% , to $10.6 million for the three months ended March 31, 2017 and decreased as a percentage of external sales from 10.7% for the three months ended March 31, 2016 to 10.5% for the three months ended March 31, 2017 . Foreign currency translation increased operating expenses by 0.9% or $0.1 million . On constant currency basis, operating expenses decreased $0.4 million , or 3.7% , due to several insignificant components.
Adjusted EBITDA decreased by $1.2 million , or 15.2% , to $6.7 million for the three months ended March 31, 2017 . Foreign currency translation increased Adjusted EBITDA by 1.3% or $0.1 million . On a constant currency basis, Adjusted EBITDA decreased $1.3 million , or 16.5% , primarily due to gross profit reductions. Adjusted EBITDA margin decreased from 7.8% for the three months ended March 31, 2016 to 6.6% for the three months ended March 31, 2017 as lower gross margin was partially offset by cost initiatives which lowered operating expenses as a percentage of sales.
Liquidity and Capital Resources
Our primary source of liquidity is cash generated from our operations as well as borrowings under our credit facilities. As of March 31, 2017 , we had $577.3 million available under our credit facilities.
We are in compliance with all of our covenant ratios and believe there is adequate margin between the covenant ratios and the actual ratios given the current trends of the business.
Our primary liquidity and capital resource needs are to service our debt and to finance working capital, capital expenditures, other liabilities and cost of acquisitions. We believe that funds provided by these sources will be adequate to meet the liquidity and capital resource needs for at least the next 12 months under current operating conditions. We will continue to balance our focus on sales and earnings growth with continuing efforts in cost control and working capital management.
Cash Flows
The following table presents a summary of our cash flow activity for the periods set forth below:

	
									
 	 	Three months ended	
(in millions)	 	March 31, 2017	 	March 31, 2016	
Net cash (used) provided by operating activities	 	$	(80.3	)	 	$	64.7		
Net cash used by investing activities	 	(21.7	)	 	(77.2	)	
Net cash provided by financing activities	 	60.7		 	17.8		
Effect of exchange rate changes on cash and cash equivalents	 	5.5		 	28.7		
Net (decrease) increase in cash and cash equivalents	 	$	(35.8	)	 	$	34.0		
Cash (Used) Provided by Operating Activities
Cash (used) provided by operating activities decreased $145.0 million from cash provided of $64.7 million for the three months ended March 31, 2016 to cash used of $80.3 million for the three months ended March 31, 2017 .
Cash provided by operating activities increased $18.1 million due to an increase in net income exclusive of non-cash items. Net income exclusive of non-cash items was $81.6 million and $63.5 million in the three months ended March 31, 2017 and March 31, 2016 , respectively. Refer to “Results of Operations” above for additional information.
The change in trade working capital; which includes trade accounts receivable, net, inventories and trade accounts payable; resulted in an increased use of cash of $130.0 million . Trade accounts receivable, net used cash of $142.4 million and $84.8 million for the three months ended March 31, 2017 and March 31, 2016 , respectively. The cash outflows are due to increased sales during the first quarter in comparison to the fourth quarter for each of the respective periods, which results in an increased outstanding trade accounts receivable, net balance. Inventories used cash of $66.4 million and $95.1 million for the three months ended March 31, 2017 and March 31, 2016 , respectively. The cash outflows are related to the buildup of inventory that occurs

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during the first quarter due to the seasonal nature of our business. Trade accounts payable provided cash inflows of $79.9 million and $181.0 million for the three months ended March 31, 2017 and March 31, 2016 , respectively. The cash inflows related to trade accounts payable are primarily related to increased spending on inventory products due to seasonality and timing of vendor payments.
Prepaid expenses and other current assets also contributed $38.8 million to the increased use of cash. During the three months ended March 31, 2017 , prepaid expenses and other current assets used $18.9 million of cash, primarily due to increases in prepaid expenses, other receivables, and several other insignificant components. Prepaid expenses and other current assets provided cash of $19.9 million during the three months ended March 31, 2016 , which was primarily due to the receipt of cash related to rebates, income tax receivables, and several other insignificant components.
The change in pensions and other postretirement benefit liabilities provided cash of $1.0 million , which consisted of cash outflows of $9.0 million and $10.0 million for the three months ended March 31, 2017 and March 31, 2016 , respectively.
The remaining cash inflow related to operating activities of $4.7 million is related to other, net. During the three months ended March 31, 2017 other, net used $5.1 million of cash, primarily due to the payment of income taxes and several other insignificant components. Other, net used cash of $9.8 million during the three months ended March 31, 2016 , which was primarily related to the use of cash to secure business relationships, interest payments, and several other insignificant components.
Cash Used by Investing Activities
Cash used by investing activities decreased $55.5 million from $77.2 million for the three months ended March 31, 2016 to $21.7 million for the three months ended March 31, 2017 . The decrease is primarily related to lower cash outflows for purchases of businesses, net of cash acquired of $52.8 million primarily driven by the March 2016 acquisitions of Bodine and Nexus AG. Another factor contributing to the decrease in cash used by investing activities is a reduction in spending on capital expenditures of $2.6 million .
The remaining decrease in cash used by investing activities of $0.1 million did not contain any significant activity.
Cash Provided by Financing Activities
Cash provided by financing activities increased $ 42.9 million from $ 17.8 million for the three months ended March 31, 2016 to $ 60.7 million for the three months ended March 31, 2017 .
An increase in cash provided by financing activities of $20.4 million was primarily due to a net change in the ABL facility of $63.8 million and $37.5 million for the three months ended March 31, 2017 and March 31, 2016 , respectively. The changes in the outstanding ABL facility is due to changes in borrows related to working capital funding requirements. Partially offsetting the increase in cash provided by financing activities were changes in term debt; inclusive of the Term B Loan, Euro Tranche Term Loan, and Senior Unsecured Note; related to repayments. The January 19, 2017 agreement to amend the Senior Term B loan resulted in a net cash outflow of $4.4 million of financing fees. Refer to “Note 10: Debt” in Item 1 of this Quarterly Report on Form 10-Q for additional information.
Cash provided by financing activities also increase by $17.7 million due to a net increase in share-based compensation of $17.8 million and $0.1 million for the three months ended March 31, 2017 and March 31, 2016 , respectively. The change in the share-based compensation is due to cash receipts related to the exercise of stock options, partially offset by share repurchases related to restricted stock units.
The change in short-term financing, net contributed $5.2 million to the increase in cash provided by financing activities. Short-term financing, net decreased by $5.2 million and $10.4 million for the three months ended March 31, 2017 and March 31, 2016 , respectively.
The remaining decrease in cash used by financing activities of $0.4 million did not contain any significant activity.
Contractual Obligations and Commitments
There were no material changes in our contractual obligations and commitments since the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 .
Critical Accounting Estimates
There were no material changes in our critical accounting estimates since the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 .

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Recently Issued and Adopted Accounting Pronouncements
See “Note 2: Significant Accounting Policies” in the notes to the condensed consolidated financial statements.
Accounting Pronouncements Issued But Not Yet Adopted
See “Note 2: Significant Accounting Policies” in the notes to the condensed consolidated financial statements.
Forward looking statements and information
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Some of the forward-looking statements can be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “should,” “could,” “seeks,” “intends,” “plans,” “estimates,” “anticipates” or other comparable terms. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Quarterly Report on Form 10-Q and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, macro-economic conditions, liquidity, prospects, business trends, currency trends, competition, markets, growth strategies and the industries in which we operate and including, without limitation, statements relating to our estimated or anticipated financial performance or results. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industries in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report on Form 10-Q. In addition, even if our results of operations, financial condition and liquidity, and the development of the industries in which we operate are consistent with the forward-looking statements contained in this Quarterly Report on Form 10-Q, those results or developments may not be indicative of results, conditions or developments in subsequent periods. A number of important factors could cause actual results to differ materially from those contained in or implied by the forward-looking statements, including those reflected in forward-looking statements relating to our operations and business and the risks and uncertainties discussed in “Risk Factors.” Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include:
		
•	general economic conditions, particularly fluctuations in industrial production and the demands of our customers;	
		
•	disruptions in the supply of chemicals we distribute or our customers’ or producers' operations;	
		
•	termination or change of contracts or relationships with customers or producers on short notice;	
		
•	the price and availability of chemicals, or a decline in the demand for chemicals;	
		
•	our ability to pass through cost increases to our customers;	
		
•	our ability to meet customer demand for a product;	
		
•	trends in oil and gas prices;	
		
•	our ability to execute strategic investments, including pursuing acquisitions and/or dispositions, and successfully integrating and operating acquired companies;	
		
•	challenges associated with international operations, including securing producers and personnel, import/export requirements, compliance with foreign laws and international business laws and changes in economic or political conditions;	
		
•	our ability to effectively implement our strategies or achieve our business goals;	
		
•	exposure to interest rate and currency fluctuations;	
		
•	competitive pressures in the chemical distribution industry;	
		
•	consolidation of our competitors;	
		
•	our ability to implement and efficiently operate the systems needed to manage our operations;	
		
•	the risks associated with security threats, including cybersecurity threats;	
		
•	increases in transportation costs and changes in our relationship with third party carriers;	
		
•	the risks associated with hazardous materials and related activities;	
		
•	accidents, safety failures, environmental damage, product quality issues, major or systemic delivery failures involving our distribution network or the products we carry or adverse health effects or other harm related to the materials we blend, manage, handle, store, sell or transport;	
		
•	evolving laws and regulations relating to hydraulic fracturing and risks associated with chemicals used in hydraulic fracturing;	
		
•	losses due to potential product liability claims and recalls and asbestos claims;	
		
•	compliance with extensive environmental, health and safety laws, including laws relating to our environmental services businesses and the investigation and remediation of contamination, that could require material expenditures or changes in our operations;	

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•	general regulatory and tax requirements;	
		
•	operational risks for which we may not be adequately insured;	
		
•	ongoing litigation and other legal and regulatory actions and risks, including asbestos claims;	
		
•	potential impairment of goodwill;	
		
•	inability to generate sufficient working capital;	
		
•	loss of key personnel;	
		
•	labor disruptions and other costs associated with the unionized portion of our workforce;	
		
•	negative developments affecting our pension plans and multi-employer pensions;	
		
•	the impact of labeling regulations; and	
		
•	our substantial indebtedness and the restrictions imposed by our debt instruments and indenture.	
You should read this Quarterly Report on Form 10-Q, including the uncertainties and factors discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016 completely and with the understanding that actual future results may be materially different from expectations. All forward-looking statements made in this Quarterly Report on Form 10-Q are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this Quarterly Report on Form 10-Q and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise and changes in future operating results over time or otherwise.
Comparisons of results between current and prior periods are not intended to express any future trends, or indications of future performance, unless expressed as such, and should only be viewed as historical data.
		
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	
There have been no material changes from the “Quantitative and Qualitative Disclosure about Market Risk” disclosed in Part II, Item 7A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 .

Item 4.	Controls and Procedures	
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation as of March 31, 2017 of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of March 31, 2017 .
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended March 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II.
OTHER INFORMATION

Item 1.        Legal Proceedings
Information pertaining to legal proceedings can be found in Note 15 to the interim condensed consolidated financial statements included in Part I, Financial Statements of this report.
Item 1A.     Risk Factors
There have been no material changes from the “Risk Factors” disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 .
Item 2.         Unregistered Sales of Equity Securities and Use of Proceeds
None.

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Item 3.         Defaults Upon Senior Securities
None.
Item 4.         Mine Safety Disclosures
None.
Item 5.         Other Information
On May 4, 2017, the Company executed a waiver of certain confidentiality and other provisions in existing agreements with current and former employees, which waiver is intended to confirm such agreements are to be interpreted consistent with applicable law, including specifically Section 21F of the Securities Exchange Act of 1934. 
Item 6.         Exhibits

			
Exhibit Number	Exhibit Description	
 	 	
10.1†*	 	Form of Employee Stock Option Agreement for awards granted after April 13, 2017, 2015 Omnibus Equity Incentive Plan.	
 	 	 	
10.2†*	 	Form of Employee Restricted Stock Unit Agreement for awards granted after April 13, 2017, 2015 Omnibus Equity Incentive Plan.	
 	 	 	
10.3†*	 	Form of Employee Stock Option Agreement, 2017 Omnibus Equity Incentive Plan.	
 	 	 	
10.4†*	 	Form of Employee Restricted Stock Unit Agreement, 2017 Omnibus Equity Incentive Plan.	
 	 	 	
10.5†*	 	Form of Director Restricted Stock Agreement, 2017 Omnibus Equity Incentive Plan.	
 	 	 	
10.6†*	 	Univar Inc. 2017 Omnibus Equity Incentive Plan.	
 	 	 	
10.7†*	 	Univar Inc. Executive Annual Bonus Plan.	
 	 	 	
10.8†*	 	Univar Inc. Omnibus Waiver regarding Whistleblower Protections, dated as of May 4, 2017.	
 	 	 	
31.1*	 	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	
 	 	
31.2*	 	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	
 	 	
32.1**	 	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	
 	 	
32.2**	 	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	
 	 	
101.1*	 	Interactive Data File	
_______________________

		
†	Identifies each management compensation plan or arrangement.	
*	Filed herewith	
**	Furnished herewith	

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	
			
Univar Inc.
(Registrant)	
 	 	
By:	 	/s/ Stephen D. Newlin	
 	 	Stephen D. Newlin
Chief Executive Officer	
Date: May 5, 2017

	
			
By:	 	/s/ Carl J. Lukach	
 	 	Carl J. Lukach
Executive Vice President, Chief Financial Officer	
Date: May 5, 2017

32

Employee Stock Option Agreement
This Employee Stock Option Agreement (the “ Agreement ”), by and between Univar Inc., a Delaware corporation (the “ Company ”), and the Employee whose name is set forth on Exhibit A hereto, is being entered into pursuant to the Univar Inc. 2015 Omnibus Equity Incentive Plan (the “ Plan ”) and is dated as of the date it is accepted and agreed to by the Employee in accordance with Section 7(o). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
The Company and the Employee hereby agree as follows:
Section 1. Grant of Options

(a)      Confirmation of Grant . The Company hereby evidences and confirms, effective as of the date set forth on Exhibit A hereto (the “ Grant Date ”), its grant to the Employee of the number of options to purchase Shares as set forth on Exhibit A hereto (the “ Options ”). The Options are not intended to be incentive stock options under the Code. This Agreement is entered into pursuant to, and the terms of the Options are subject to, the terms of the Plan. If there is any inconsistency between this Agreement and the terms of the Plan, the terms of the Plan shall govern.
(b)      Option Price . The Option Price for each Share covered by the Options is the price set forth on Exhibit A hereto.
Section 2.      Vesting and Exercisability
(a)      Vesting . Except as otherwise provided in Section 5 or Section 2(b) of this Agreement, the Options shall become vested, if at all, in the percentage(s), and on the vesting date(s) set forth on Exhibit A hereto (each, a “ Vesting Date ”); provided that if the Employee’s employment with the Company is terminated by reason of the Employee’s death or Disability (either, a “ Special Termination ”), any Options held by the Employee shall vest, as of the effective date of such Special Termination, on a pro rata basis, in an amount equal to the product of ( x ) the number of unvested Options then held by the Employee that would have vested if the Employee’s employment or service with the Company or Subsidiary had continued until the next following anniversary of the Grant Date multiplied by ( y ) a fraction, the numerator of which is the number of days that have elapsed from the later of the Grant Date or the most recent anniversary of the Grant Date and the denominator of which is 365.
(b)      Discretionary Acceleration . The Administrator, in its sole discretion, may accelerate the vesting or exercisability of all or a portion of the Options, at any time and from time to time.
(c)      Exercise . Once vested in accordance with the provisions of this Agreement, the Options may be exercised at any time and from time to time prior to the date such Options terminate pursuant to Section 3. Options may only be exercised with respect to whole shares of Company Common Stock and must be exercised in accordance with Section 4.

(d)      No Other Accelerated Vesting . The vesting and exercisability provisions set forth in this Section 2 or in Section 5, or expressly set forth in the Plan, shall be the exclusive vesting and exercisability provisions applicable to the Options and shall supersede any other provisions relating to vesting and exercisability, unless such other such provision expressly refers to the Plan by name and this Agreement by name and date.
Section 3.      Termination of Options
(a)      Normal Termination Date . Unless earlier terminated pursuant to Section 3(b) or Section 5, the Options shall terminate on the tenth anniversary of the Grant Date (the “ Normal Termination Date ”), if not exercised prior to such date.
(b)      Early Termination . If the Employee’s employment with the Company terminates for any reason, any Options held by the Employee that have not vested before the effective date of such termination of employment (determined without regard to any statutory or deemed or express contractual notice period) or that do not become vested on such date in accordance with Section 2 shall terminate immediately upon such termination of employment and, if the Employee’s employment is terminated for Cause, all Options (whether or not then vested or exercisable) shall automatically terminate immediately upon such termination. All vested Options held by the Employee following the effective date of a termination of employment shall remain exercisable until the first to occur of ( i ) in the case of retirement at normal retirement age, two (2) years after the effective date of the Employee’s retirement, ( ii ) in the case of a termination by the Company without Cause or a termination by the Employee for Good Reason, one hundred and eighty (180) days after the effective date of such termination, ( iii ) in the case of a Special Termination, twelve (12) months after the effective date of such termination, and ( iv ) in the case of any other termination of employment (other than a termination by the Company for Cause), ninety (90) days after the effective date of the Employee’s termination, or ( v ) the Normal Termination Date, or ( vi ) the cancellation of the Options pursuant to Section 5, and if not exercised within such period the Options shall automatically terminate upon the expiration of such period. If on the first date of the periods set forth in Section 3(b)(i) through Section 3(b)(iv) the

Options are not exercisable solely due to any of the restrictions set forth in Section 4(b)(A), (B) or (C), the Options will not expire until the earlier of the Normal Termination Date or the number of days in in which exercise of the Options would otherwise have been permitted immediately following the first date on which exercise of the Option ceases to be barred by any such restriction.
Section 4.      Manner of Exercise
(a)      General . Subject to such reasonable administrative regulations as the Administrator may adopt from time to time, the exercise of vested Options by the Employee shall be pursuant to procedures contained in the Plan and such other procedures established by the Administrator from time to time and shall include the Employee specifying in writing the proposed date on which the Employee desires to exercise a vested Option (the “ Exercise Date ”), the number of whole shares with respect to which the Options are being exercised (the “ Exercise Shares ”) and the aggregate Option Price for such Exercise Shares (the “ Exercise Price ”), or such other or different requirements as may be specified by the Administrator. On or before any Exercise Date, at the Company’s request, the Company and the Employee shall enter into a Subscription Agreement that establishes the rights and obligations of the Company and the Employee relating to the Exercise Shares, in the form then customarily used by the Company under the Plan for such purpose. Unless otherwise determined by the Administrator, ( i ) on or before the Exercise Date the Employee shall deliver to the Company full payment for the Exercise Shares in United States dollars in cash, or cash equivalents satisfactory to the Company, in an amount equal to the Exercise Price plus any required withholding taxes or other similar taxes, charges or fees, or, so long as there is a public market for the Shares at such time, pursuant to a broker-assisted exercise program established by the Company, the Employee may exercise vested Options by an exercise and sell procedure (cashless exercise) in which the Exercise Price (together with any required withholding taxes or other similar taxes, charges or fees) is deducted from the proceeds of the exercise of an Option and paid promptly to the Company and ( ii ) the Company shall register the issuance of the Exercise Shares on its records (or direct such issuance to be registered by the Company’s transfer agent). The Administrator may require the Employee to furnish or execute such other documents as the Administrator shall reasonably deem necessary ( i ) to evidence such exercise or ( ii ) to comply

with or satisfy the requirements of the Securities Act, applicable state or non-U.S. securities laws or any other law.
(b)      Restrictions on Exercise . Notwithstanding any other provision of this Agreement, the Options may not be exercised in whole or in part, ( A ) unless all requisite approvals and consents of any governmental authority of any kind shall have been secured, ( B ) unless the purchase of the Exercise Shares shall be exempt from registration under applicable U.S. federal and state securities laws, and applicable non-U.S. securities laws, or the Exercise Shares shall have been registered under such laws, ( C ) at any time that exercise of the Option would violate the Company’s insider trading policy and unless, if applicable, the Employee has obtained pre-trading clearance for the exercise and ( D ) unless all applicable U.S. federal, state and local and non-U.S. tax withholding requirements shall have been satisfied. The Company shall use its commercially reasonable efforts to obtain any consents or approvals referred to in clause (A) of the preceding sentence, but shall otherwise have no obligations to take any steps to prevent or remove any impediment to exercise described in such sentence.
Section 5.      Change in Control . In the event of a Change in Control, the treatment of any outstanding Options shall be governed by Article XIV of the Plan.
Section 6.      Restrictive Covenants . In consideration of the receipt of the Options granted pursuant to this Agreement, the Employee agrees to be bound by the covenants set forth in Exhibit B to this Agreement, which are incorporated by reference and made part of this Agreement.
Section 7.      Certain Definitions . As used in this Agreement, capitalized terms that are not defined herein have the respective meaning given in the Plan, and the following additional terms shall have the following meanings:
“ Agreement ” means this Employee Stock Option Agreement, as amended from time to time in accordance with the terms hereof.
“ Code ” means the United States Internal Revenue Code of 1986, as amended, and any successor thereto.
“ Company ” means Univar Inc., provided that for purposes of determining the status of Employee’s employment with the “Company,” such term shall include the Company and/or any of the Subsidiaries that employ the Employee.

“ Employee ” means the grantee of the Options, whose name is set forth on Exhibit A hereto; provided that for purposes of Section 4 and Section 8, following such person’s death “Employee” shall be deemed to include such person’s beneficiary or estate and following such Person’s Disability, “Employee” shall be deemed to include such person’s legal representative.
“ Exercise Date ” has the meaning given in Section 4(a).
“ Exercise Price ” has the meaning given in Section 4(a).
“ Exercise Shares ” has the meaning given in Section 4(a).
“ Grant Date ” has the meaning given in Section 1(a), which is the date on which the Options are granted to the Employee.
“ normal retirement age ” has the meaning provided in the Company’s customary policies, or, if not provided therein, age 65 or older.
“ Normal Termination Date ” has the meaning given in Section 3(a).
“ Option ” means the right granted to the Employee hereunder to purchase one share of Company Common Stock for a purchase price equal to the Option Price subject to the terms of this Agreement and the Plan.
“ Option Price ” means, with respect to each share of Company Common Stock covered by an Option, the purchase price specified in Section 1(b) for which the Employee may purchase such share of Company Common Stock upon exercise of an Option.
“ Plan ” means the Univar Inc. 2015 Omnibus Equity Incentive Plan.
“ Special Termination ” has the meaning given in Section 2(a).
Section 8.      Miscellaneous .
(a)      Withholding . The Company or one of the Subsidiaries shall require the Employee to satisfy any applicable U.S. federal, state and local and non-U.S. tax withholding or other similar charges or fees that may arise in connection with the grant, vesting, exercise or purchase of the Options.

(b)      No Rights as Stockholder; No Voting Rights . The Employee shall have no rights as a stockholder of the Company with respect to any shares covered by the Options until the exercise of the Options and delivery of the shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the delivery of the shares. Any shares delivered in respect of the Options shall be subject to any Subscription Agreement, which the Company may require the Employee to accept and agree to as a condition of the issuance and delivery of those shares.
(c)      No Right to Awards . The Employee acknowledges and agrees that the grant of any Options ( i ) is being made on an exceptional basis and is not intended to be renewed or repeated, ( ii ) is entirely voluntary on the part of the Company and the Subsidiaries and ( iii ) should not be construed as creating any obligation on the part of the Company or any of the Subsidiaries to offer any Options or other Awards in the future.
(d)      No Right to Continued Employment . Nothing in this Agreement shall be deemed to confer on the Employee any right to continue in the employ of the Company or any Subsidiary, or to interfere with or limit in any way the right of the Company or any Subsidiary to terminate such employment at any time.
(e)      Non-Transferability of Options . The Options may be exercised only by the Employee, or, following the Employee’s death, by his designated beneficiary or by his estate in the absence of a designated beneficiary. The Options are not assignable or transferable, in whole or in part, and they may not, directly or indirectly, be offered, transferred, sold, pledged, assigned, alienated, hypothecated or otherwise disposed of or encumbered (including, but not limited to, by gift, operation of law or otherwise) other than by will or by the laws of descent and distribution to the estate of the Employee upon the Employee’s death or with the Company’s consent.
(f)           Forfeiture of Awards . The Options granted hereunder (and gains earned or accrued in connection therewith) shall be subject to such generally applicable policies as to forfeiture and recoupment (including, without limitation, upon the occurrence of material financial or accounting errors, financial or other misconduct or Competitive Activity) as may be adopted by the Administrator or the Board from time to time and communicated to the Employee or as required by applicable law, and are

otherwise subject to forfeiture or disgorgement of profits as provided by the Plan.
(g)      Consent to Electronic Delivery . By entering into this Agreement and accepting the Options evidenced hereby, the Employee hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Employee pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, this Agreement and the Options via Company website or other electronic delivery.
(h)      Binding Effect; Benefits . This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.
(i)           Waiver; Amendment .
(i)      Waiver . Any party hereto or beneficiary hereof may by written notice to the other parties ( A ) extend the time for the performance of any of the obligations or other actions of the other parties under this Agreement, ( B ) waive compliance with any of the conditions or covenants of the other parties contained in this Agreement and ( C ) waive or modify performance of any of the obligations of the other parties under this Agreement. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any party or beneficiary, shall be deemed to constitute a waiver by the party or beneficiary taking such action of compliance with any representations, warranties, covenants or agreements contained herein. The waiver by any party hereto or beneficiary hereof of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by a party or beneficiary to exercise any right or privilege hereunder shall be deemed a waiver of such party’s or beneficiary’s rights or privileges hereunder or shall be deemed a waiver of such party’s or beneficiary’s rights to exercise the same at any subsequent time or times hereunder.

(ii)      Amendment . This Agreement may not be amended, modified or supplemented orally, but only by a written instrument executed by the Employee and the Company.
(j)           Assignability . Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Company or the Employee without the prior written consent of the other party.
(k)      Applicable Law . This Agreement shall be governed in all respects, including, but not limited to, as to validity, interpretation and effect, by the internal laws of the State of Delaware, without reference to principles of conflict of law that would require application of the law of another jurisdiction.
(l)           Waiver of Jury Trial . Each party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding arising out of this Agreement or any transaction contemplated hereby. Each party ( i ) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and ( ii ) acknowledges that it and the other parties have been induced to enter into the Agreement by, among other things, the mutual waivers and certifications in this Section 8(l).
(m)      Limitations of Actions . No lawsuit relating to this Agreement may be filed before a written claim is filed with the Administrator and is denied or deemed denied as provided in the Plan and any lawsuit must be filed within one year of such denial or deemed denial or be forever barred.
(n)      Section and Other Headings, etc . The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
(o)      Acceptance of Options and Agreement . The Employee has indicated his or her consent and acknowledgement of the terms of this Agreement pursuant to the instructions provided to the Employee by or on behalf of the Company. The Employee acknowledges receipt of the Plan,

represents to the Company that he or she has read and understood this Agreement and the Plan, and, as an express condition to the grant of the Options under this Agreement, agrees to be bound by the terms of both this Agreement and the Plan. The Employee and the Company each agrees and acknowledges that the use of electronic media (including, without limitation, a clickthrough button or checkbox on a website of the Company or a third-party administrator) to indicate the Employee’s confirmation, consent, signature, agreement and delivery of this Agreement and the Options is legally valid and has the same legal force and effect as if the Employee and the Company signed and executed this Agreement in paper form. The same use of electronic media may be used for any amendment or waiver of this Agreement.

Exhibit A to
Employee Stock Option Agreement

	
			
Employee:	 	 	

Grant Date:	, 201	 	

Options granted hereby:	 	 	

Option Price:	 	 	

	
				
Vesting Date	 	
Percentage Vesting
on such Vesting Date	 	

Exhibit B to
Employee Restricted Stock Unit Agreement
Restrictive Covenants
Section 1 Confidential Information .
1.1      The Employee recognizes that the success of the Company and its current or future Affiliates depends upon the protection of information or materials that are designated as confidential and/or proprietary at the time of disclosure or should, based on their nature or the circumstances surrounding such disclosure, reasonably be deemed confidential including, without limitation, information to which the Employee has access while employed by the Company whether recorded in any medium or merely memorized (all such information being “ Confidential Information ”). “Confidential Information” includes without limitation, and whether or not such information is specifically designated as confidential or proprietary: all business plans and marketing strategies; information concerning existing and prospective markets, suppliers and customers; financial information; information concerning the development of new products and services; and technical and non-technical data related to software programs, design, specifications, compilations, Inventions (as defined in Section 3.1), improvements, patent applications, studies, research, methods, devices, prototypes, processes, procedures and techniques. Confidential Information expressly includes information provided to the Company or its Affiliates by third parties under circumstances that require them to maintain the confidentiality of such information. Notwithstanding the foregoing, the Employee shall have no confidentiality obligation with respect to disclosure of any Confidential Information that ( a ) was, or at any time becomes, available in the public domain other than through a violation of this Agreement or ( b ) the Employee can demonstrate by written evidence was furnished to the Employee by a third party in lawful possession thereof and who was not under an obligation of confidentiality to the Company or any of its Affiliates.
1.2      The Employee agrees that during the Employee’s employment and after termination of employment irrespective of cause, the Employee will use Confidential Information only for the benefit of the Company and its Affiliates. Notwithstanding the foregoing, the Employee may disclose Confidential Information as ( a ) authorized by applicable law (including, but not limited to, any disclosure of information that satisfies the procedures in SEC Regulation § 240.21F-17) or ( b ) as required pursuant to an order or requirement of a court, administrative agency or other government body.
1.3      The Employee hereby assigns to the Company any rights the Employee may have or acquire in such Confidential Information and acknowledges that all

Confidential Information shall be the sole property of the Company and/or its Affiliates or their assigns.
1.4      There are no rights granted or any understandings, agreements or representations between the parties hereto, express or implied, regarding Confidential Information that are not specified herein.
1.5      The Employee’s obligations under this Section 1 are in addition to any obligations that the Employee has under state or federal law.
1.6      The Employee agrees that in the course of the Employee’s employment with the Company, the Employee will not violate in any way the rights that any entity, including former employers, has with regard to trade secrets or proprietary or confidential information.
1.7      The Employee’s obligations under this Section 1 are indefinite in term and shall survive the termination of this Agreement.
Section 2 Return of Company Property .
2.1      The Employee acknowledges that all tangible items containing any Confidential Information, including without limitation memoranda, photographs, records, reports, manuals, drawings, blueprints, prototypes, notes, documents, drawings, specifications, software, media and other materials, including any copies thereof (including electronically recorded copies), are the exclusive property of the Company or its applicable Affiliate, and the Employee shall deliver to the Company all such material in the Employee’s possession or control upon the Company’s request and in any event upon the termination of the Employee’s employment with the Company. The Employee shall also return any keys, equipment, identification or credit cards, or other property belonging to the Company or its Affiliates upon termination of the Employee’s employment or request.
Section 3 Inventions .
3.1      The Employee understands and agrees that all Inventions are the exclusive property of the Company. As used in this Agreement, “ Inventions ” shall include without limitation ideas, discoveries, developments, concepts, inventions, original works of authorship, trademarks, mask works, trade secrets, ideas, data, information, know-how, documentation, formulae, results, prototypes, designs, methods, processes, products, formulas and techniques, improvements to any of the foregoing, and all other matters ordinarily intended by the words “intellectual property,” whether or not patentable, copyrightable, or otherwise able to be registered, which are developed, created conceived

of or reduced to practice by the Employee, alone or with others, during the Employee’s employment with the Company or Affiliates, whether or not during working hours or within three (3) months thereafter and related to the Company’s then existing or proposed business. In recognition of the Company’s ownership of all Inventions, the Employee shall make prompt and full disclosure to the Company of, will hold in trust for the sole benefit of the Company, and (subject to Section 3.2 below) herby assigns, and agrees to assign in the future, exclusively to the Company all of the Employee’s right, title, and interest in and to any and all such Inventions.
3.2      NOTICE REQUIRED BY REVISED CODE OF WASHINGTON 49.44.140 : The Employee understands that the Employee’s obligation to assign inventions shall not apply to any inventions for which no equipment, supplies, facilities, or trade secret information of the Company was used and that was developed entirely on the Employee’s own time, unless (a) the invention relates (i) directly to the business of the Company, or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the Employee for the Company.
3.3      To the extent any works of authorship created by the Employee made within the scope of employment may be considered “works made for hire” under United States copyright laws, they are hereby agreed to be works made for hire. To the extent any such works do not qualify as a “work made for hire” under applicable law, and to the extent they include material subject to copyright, the Employee hereby irrevocably and exclusively assigns and conveys all rights, title and interests in such works to the Company subject to no liens, claims or reserved rights. The Employee hereby waives any and all “moral rights” that may be applicable to any of the foregoing, for any and all uses, alterations, and exploitation hereof by the Company, or its Affiliates, or their successors, assignees or licensees. To the extent that any such “moral rights” may not be waived in accordance with law, the Employee agrees not to bring any claims, actions or litigation against the Company or its Affiliates, or their successors, assignees or licensees, based on or to enforce such rights. Without limiting the preceding, the Employee agrees that the Company may in its discretion edit, modify, recast, use, and promote any such works of authorship, and derivatives thereof, with or without the use of the Employee’s name or image, without compensation to the Employee other than that expressly set forth herein.
3.4      The Employee hereby waives and quitclaims to the Company any and all claims of any nature whatsoever that the Employee now or hereafter may have for infringement of any patent or patents from any patent applications for any Inventions. The Employee agrees to cooperate fully with the Company and take all other such acts requested by the Company (including signing applications for patents, assignments, and other papers, and such things as the Company may require) to enable the Company to

establish and protect its ownership in any Inventions and to carry out the intent and purpose of this Agreement, during the Employee’s employment or thereafter. If the Employee fails to execute such documents by reason of death, mental or physical incapacity or any other reason, the Employee hereby irrevocably appoints the Company and its officers and agents as the Employee’s agent and attorney-in-fact to execute such documents on the Employee’s behalf.
3.5      The Employee agrees that there are no Inventions made by the Employee prior to the Employee’s employment with the Company and belonging to the Employee that the Employee wishes to have excluded from this Section 3 (the “ Excluded Inventions ”). If during the Employee’s employment with the Company, the Employee uses in the specifications or development of, or otherwise incorporates into a product, process, service, technology, or machine of the Company or its Affiliates, or otherwise uses any invention, proprietary know-how, or other intellectual property in existence before the commencement date of Employee’s employment with the Company or any Affiliate owned by the Employee or in which the Employee has any interest (“ Existing Know-How ”), the Company or its Affiliates, as the case may be, is hereby granted and shall have a non-exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide right and license under the Existing Know-How (including any patent or other intellectual property rights therein) to make, have made, use, sell, reproduce, distribute, make derivative works from, publicly perform and display, and import, and to sublicense any and all of the foregoing rights to that Existing Know-How (including the right to grant further sublicenses) without restriction as to the extent of the Employee’s ownership or interest, for so long as such Existing Know-How is in existence and is licensable by the Employee.
Section 4 Nonsolicitation and Noncompetition .
4.1      During the Employee’s employment with the Company, and for a period expiring eighteen (18) months after the termination of the Employee’s employment (the “ Restrictive Period ”), regardless of the reason, if any, for such termination, the Employee shall not, in the United States, Western Europe or Canada, directly or indirectly:
(a)      solicit or entice away or in any other manner persuade or attempt to persuade any officer, employee, consultant or agent of the Company or any of its Affiliates to alter or discontinue his or her relationship with the Company or its Affiliates;
(b)      solicit from any person or entity that was a customer of the Company or any of its Affiliates during the Employee’s employment with the Company, any business of a type or nature similar to the business of the Company or any of its Affiliates with such customer;

(c)      solicit, divert, or in any other manner persuade or attempt to persuade any supplier of the Company or any of its Affiliates to discontinue its relationship with the Company or its Affiliates;
(d)      solicit, divert, take away or attempt to solicit, divert or take away any customers of the Company or its Affiliates; or
(e)      engage in or participate in the chemical distribution or logistics business.
4.2      Nothing in Section 4.1 limits the Employee’s ability to hire an employee of the Company or any of its Affiliates in circumstances under which such employee first contacts the Employee regarding employment and the Employee does not violate any of subsections 4.1(a), 4.1(b), 4.1(c), 4.1(d) or 4.1(e) herein.
4.3      The Company and the Employee agree that the provisions of this Section 4 do not impose an undue hardship on the Employee and are not injurious to the public; that this provision is necessary to protect the business of the Company and its Affiliates; that the nature of the Employee’s responsibilities with the Company under this Agreement provide and/or will provide the Employee with access to Confidential Information that is valuable and confidential to the Company and its Affiliates; that the Company would not grant Options to the Employee if the Employee did not agree to the provisions of this Section 4; that this Section 4 is reasonable in terms of length of time and scope; and that adequate consideration supports this Section 4. In the event that a court determines that any provision of this Section 4 is unreasonably broad or extensive, the Employee agrees that such court should narrow such provision to the extent necessary to make it reasonable and enforce the provisions as narrowed.
4.4      Clawback .
(a)      Without limiting the generality of the remedies available to the Company pursuant to Section 4.3, if, during the Restrictive Period, the Employee, except with the prior written consent of the Board, materially breaches the restrictive covenants contained in Section 4, the Employee shall pay to the Company in cash any gain the Employee realized in cash in connection with the exercise of the Options (and/or sale of Common Stock underlying the Options) within the eighteen-month period (or such other period as determined by the Board) ending on the date of the Employee’s breach. This right of recoupment is in addition to any other remedies the Company may have against the Employee for the Employee’s breach of the restrictive covenants contained in this Section 4. The Employee’s obligations under this Exhibit A shall be cumulative (but not duplicative, nor operate to extend the length of any such obligations) of any

similar obligations the Employee has under the Plan, the Agreement or any other agreement with the Company or any Affiliate.
Section 5 Definitions . As used in this Exhibit B, capitalized terms that are not defined herein have the respective meaning given in the Plan or the Agreement.

Form of
Employee Restricted Stock Unit Agreement
This Employee Restricted Stock Unit Agreement (the “ Agreement ”), by and between Univar Inc., a Delaware corporation (the “ Company ”), and the Employee whose name is set forth on Exhibit A hereto, is being entered into pursuant to the Univar Inc. 2015 Omnibus Equity Incentive Plan (the “ Plan ”) and is dated as of the date it is accepted and agreed to by the Employee in accordance with Section 6(q). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
Section 1. Grant of Restricted Stock Units . The Company hereby evidences and confirms its grant to the Employee, effective as of the date set forth on Exhibit A hereto (the “ Grant Date ”), of the number of Restricted Stock Units set forth on Exhibit A hereto. This Agreement is entered into pursuant to, and the Restricted Stock Units granted hereunder are subject to, the terms and conditions of the Plan, which are incorporated by reference herein. If there is any inconsistency between any express provision of this Agreement and any express term of the Plan, the express term of the Plan shall govern.

Section 2. Vesting of Restricted Stock Units .
(a)      Vesting . Except as otherwise provided in this Section 2, the Restricted Stock Units shall become vested, if at all, in the percentage(s), and on the vesting date(s) set forth on Exhibit A hereto (each, a “ Vesting Date ”), subject to the continued employment of the Employee by the Company or any Subsidiary thereof through such date. Vested Restricted Stock Units shall be settled as provided in Section 3 of this Agreement.
(b)      Effect of Termination of Employment .
(i)      If the Employee’s employment is terminated by reason of the Employee’s death or Disability (such termination, a “ Special Termination ”), outstanding unvested Restricted Stock Units shall vest, as of the date of such Special Termination, on a pro rata basis, in an amount equal to the product of ( x ) the number of unvested Restricted Stock Units then held by the Employee that would have vested if the Employee’s employment or service with the Company or Subsidiary had continued until the next following anniversary of the Grant Date multiplied by ( y ) a fraction, the numerator of which is the number of days that have elapsed from the later of the Grant Date or the most recent anniversary of the Grant Date and the denominator of which is 365. Vested Restricted Stock Units shall be settled as provided in Section 3 of this Agreement.
(ii)      Any Other Reason . Upon termination of the Employee’s employment for any reason other than a Special Termination (whether initiated by the Company or by the Employee), any unvested Restricted Stock Units shall be forfeited and canceled effective as of the date of such termination.
(c)      Effect of a Change in Control . In the event of a Change in Control, the treatment of any unvested Restricted Stock Units shall be governed by Article XIV of the Plan.
(d)      Discretionary Acceleration . Notwithstanding anything contained in this Agreement to the contrary, the Administrator, in its sole discretion, may accelerate the vesting with respect to any Restricted Stock Units under this Agreement, at such times and upon such terms and conditions as the Administrator shall determine.
(e)      No Other Accelerated Vesting . The vesting and settlement provisions set forth in this Section 2, or in Section 3, or expressly set forth in the Plan, shall be the exclusive vesting and exercisability provisions applicable to the Restricted Stock Units and shall supersede any other provisions relating to vesting and exercisability, unless such other such provision expressly refers to the Plan by name and this Agreement by name and date.

Section 3. Settlement of Restricted Stock Units .
(a)      Timing of Settlement . Subject to Section 6(a), any outstanding Restricted Stock Units that became vested on a Vesting Date shall be settled into an equal number of shares of Company Common Stock on a date selected by the Company that is within 30 days following such Vesting Date (each such date, a “ Settlement Date ”).
(b)      Mechanics of Settlement . On each Settlement Date, the Company shall electronically issue to the Employee one whole share of Company Common Stock for each Restricted Stock Unit that then became vested (except as provided in Section 6(a)), and, upon such issuance, the Employee’s rights in respect of such Restricted Stock Unit shall be extinguished. On or before any Settlement Date, at the Company’s request, the Company and the Employee shall enter into a Subscription Agreement that establishes the rights and obligations of the Company and the Employee relating to the shares of Company Common Stock issued in respect of the Restricted Stock Units, in the form then customarily used by the Company under the Plan for such purpose. In the event that there are any fractional Restricted Stock Units that became vested on such date, such fractional Restricted Stock Units shall be settled through a cash payment equal to the portion of Restricted Stock Unit multiplied by the Fair Market Value of the Company Common Stock on such Settlement Date. No fractional shares of Company Common Stock shall be issued.

Section 4. Securities Law Compliance . Notwithstanding any other provision of this Agreement, the Employee may not sell the shares of Company Common Stock acquired upon settlement of the Restricted Stock Units unless such shares are registered under the Securities Act of 1933, as amended (the “ Securities Act ”), or, if such shares are not then so registered, such sale would be exempt from the registration requirements of the Securities Act. The sale of such shares must also comply with other applicable laws and regulations governing the Company Common Stock, and the Employee may not sell the shares of Company Common Stock if the Company determines that such sale would not be in material compliance with such laws and regulations.
Section 5. Restriction on Transfer; Non-Transferability of Restricted Stock Units . The Restricted Stock Units are not assignable or transferable, in whole or in part, and they may not, directly or indirectly, be offered, transferred, sold, pledged, assigned, alienated, hypothecated or otherwise disposed of or encumbered (including, but not limited to, by gift, operation of law or otherwise) other than by will or by the laws of descent and distribution to the estate of the Employee upon the Employee’s death. Any purported transfer in violation of this Section 5 shall be void ab initio .
Section 6. Restrictive Covenants . In consideration of the receipt of the Restricted Stock Units granted pursuant to this Agreement, the Employee agrees to be bound by the covenants set forth in Exhibit B to this Agreement, which are incorporated by reference and made part of this Agreement.
Section 7. Miscellaneous .
(a)      Tax Withholding . The Company or one of the Subsidiaries shall require the Employee to remit to the Company an amount in cash sufficient to satisfy any applicable U.S. federal, state and local and non-U.S. tax withholding obligations that may arise in connection with the vesting of the Restricted Stock Units and the related issuance of shares of Company Common Stock. Notwithstanding the preceding sentence, if the Employee elects not to remit cash in respect of such obligations, the Company shall retain a number of shares issued in respect of the Restricted Stock Units then vesting that have an aggregate Fair Market Value as of the Settlement Date equal to the amount of such taxes required to be withheld (and the Employee shall thereupon be deemed to have satisfied his or her obligations under this Section 7(a)); provided that the number of such shares retained shall not be in excess of the minimum amount required to satisfy the statutory withholding tax obligations (it being understood that the value of any fractional share of Company Common Stock shall be paid in cash). The number of shares of Company Common Stock to be issued in respect of Restricted Stock Units shall thereupon be reduced by the number of shares of Company Common Stock so retained. The method of withholding set forth in the immediately preceding sentence shall not be available if withholding in this manner would violate any financing instrument of the Company or any of the Subsidiaries.

(b)      Dividend Equivalents . Unless otherwise determined by the Administrator, in the event that the Company pays any ordinary dividend in cash on a share of Company Common Stock following the Grant Date and prior to an applicable Settlement Date, there shall be credited to the account of the Employee in respect of each outstanding Restricted Stock Unit an amount equal to the amount of such dividend. The amount so credited shall be deferred (without interest, unless the Administrator determines otherwise) until the settlement of such related Restricted Stock Unit and then paid in cash but shall be forfeited upon the forfeiture of such related Restricted Stock Unit.
(c)      Authorization to Share Personal Data . The Employee authorizes the Company or any Affiliate of the Company that has or lawfully obtains personal data relating to the Employee to divulge or transfer such personal data to the Company or to a third party, in each case in any jurisdiction, if and to the extent reasonably appropriate in connection with this Agreement or the administration of the Plan.
(d)      No Rights as Stockholder; No Voting Rights . Except as provided in Section 7(b), the Employee shall have no rights as a stockholder of the Company with respect to any shares of Company Common Stock covered by the Restricted Stock Units prior to the issuance of such shares of Company Common Stock.
(e)      No Right to Awards . The Employee acknowledges and agrees that the grant of any Restricted Stock Units ( i ) is being made on an exceptional basis and is not intended to be renewed or repeated, ( ii ) is entirely voluntary on the part of the Company and the Subsidiaries and ( iii ) should not be construed as creating any obligation on the part of the Company or any of the Subsidiaries to offer any Restricted Stock Units or other Awards in the future.
(f)      No Right to Continued Employment . Nothing in this Agreement shall be deemed to confer on the Employee any right to continue in the employ of the Company or any Subsidiary, or to interfere with or limit in any way the right of the Company or any Subsidiary to terminate such employment at any time.
(g)      Interpretation . The Administrator shall have full power and discretion to construe and interpret the Plan (and any rules and regulations issued thereunder) and this Award. Any determination or interpretation by the Administrator under or pursuant to the Plan or this Award shall be final and binding and conclusive on all persons affected hereby.
(h)      Forfeiture of Awards . The Restricted Stock Units granted hereunder (and gains earned or accrued in connection therewith) shall be subject to such generally applicable policies as to forfeiture and recoupment (including, without limitation, upon the occurrence of material financial or accounting errors, financial or other misconduct or Competitive Activity) as may be adopted by the Administrator or the Board from time to time and communicated to the Employee or as required by applicable law, and are otherwise subject to forfeiture or disgorgement of profits as provided by the Plan.

(i)      Consent to Electronic Delivery . By entering into this Agreement and accepting the Restricted Stock Units evidenced hereby, the Employee hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Employee pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, this Agreement and the Restricted Stock Units via Company website or other electronic delivery.
(j)      Binding Effect; Benefits . This Agreement (including Exhibit B hereto) shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.
(k)      Waiver; Amendment .
(i)      Waiver . Any party hereto or beneficiary hereof may by written notice to the other parties ( A ) extend the time for the performance of any of the obligations or other actions of the other parties under this Agreement, ( B ) waive compliance with any of the conditions or covenants of the other parties contained in this Agreement and ( C ) waive or modify performance of any of the obligations of the other parties under this Agreement. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any party or beneficiary, shall be deemed to constitute a waiver by the party or beneficiary taking such action of compliance with any representations, warranties, covenants or agreements contained herein. The waiver by any party hereto or beneficiary hereof of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by a party or beneficiary to exercise any right or privilege hereunder shall be deemed a waiver of such party’s or beneficiary’s rights or privileges hereunder or shall be deemed a waiver of such party’s or beneficiary’s rights to exercise the same at any subsequent time or times hereunder.
(ii)      Amendment . This Agreement may not be amended, modified or supplemented orally, but only by a written instrument executed by the Employee and the Company.
(l)      Assignability . Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Company or the Employee without the prior written consent of the other party.
(m)      Applicable Law . This Agreement shall be governed in all respects, including, but not limited to, as to validity, interpretation and effect, by the internal laws of the State

of Delaware, without reference to principles of conflict of law that would require application of the law of another jurisdiction.
(n)      Waiver of Jury Trial . Each party hereby waives, to the fullest extent permitted by applicable law, any right he, she or it may have to a trial by jury in respect of any suit, action or proceeding arising out of this Agreement or any transaction contemplated hereby. Each party ( i ) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and ( ii ) acknowledges that he, she or it and the other party hereto have been induced to enter into the Agreement by, among other things, the mutual waivers and certifications in this Section 7(n).
(o)      Limitations of Actions . No lawsuit relating to this Agreement may be filed before a written claim is filed with the Administrator and is denied or deemed denied as provided in the Plan and any lawsuit must be filed within one year of such denial or deemed denial or be forever barred.
(p)      Section and Other Headings, etc.  The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
(q)      Acceptance of Restricted Stock Units and Agreement . The Employee has indicated his or her consent and acknowledgement of the terms of this Agreement pursuant to the instructions provided to the Employee by or on behalf of the Company. The Employee acknowledges receipt of the Plan, represents to the Company that he or she has read and understood this Agreement and the Plan, and, as an express condition to the grant of the Restricted Stock Units under this Agreement, agrees to be bound by the terms of both this Agreement and the Plan. The Employee and the Company each agrees and acknowledges that the use of electronic media (including, without limitation, a clickthrough button or checkbox on a website of the Company or a third-party administrator) to indicate the Employee’s confirmation, consent, signature, agreement and delivery of this Agreement and the Restricted Stock Units is legally valid and has the same legal force and effect as if the Employee and the Company signed and executed this Agreement in paper form. The same use of electronic media may be used for any amendment or waiver of this Agreement.

Exhibit A to
Employee Restricted Stock Unit Agreement

	
			
Employee:	%%FIRST_NAME%-% %%LAST_NAME%-%	 	

Grant Date:	%%RSU_DATE,’Month DD, YYYY’%-%	 	

Restricted Stock Units granted hereby:	
%%TOTAL_SHARES_GRANTED%-%	 	

	

	 	 	 	

Exhibit B to
Employee Restricted Stock Unit Agreement
Restrictive Covenants
Section 1 Confidential Information .
1.1      The Employee recognizes that the success of the Company and its current or future Affiliates depends upon the protection of information or materials that are designated as confidential and/or proprietary at the time of disclosure or should, based on their nature or the circumstances surrounding such disclosure, reasonably be deemed confidential including, without limitation, information to which the Employee has access while employed by the Company whether recorded in any medium or merely memorized (all such information being “ Confidential Information ”). “Confidential Information” includes without limitation, and whether or not such information is specifically designated as confidential or proprietary: all business plans and marketing strategies; information concerning existing and prospective markets, suppliers and customers; financial information; information concerning the development of new products and services; and technical and non-technical data related to software programs, design, specifications, compilations, Inventions (as defined in Section 3.1), improvements, patent applications, studies, research, methods, devices, prototypes, processes, procedures and techniques. Confidential Information expressly includes information provided to the Company or its Affiliates by third parties under circumstances that require them to maintain the confidentiality of such information. Notwithstanding the foregoing, the Employee shall have no confidentiality obligation with respect to disclosure of any Confidential Information that ( a ) was, or at any time becomes, available in the public domain other than through a violation of this Agreement or ( b ) the Employee can demonstrate by written evidence was furnished to the Employee by a third party in lawful possession thereof and who was not under an obligation of confidentiality to the Company or any of its Affiliates.
1.2      The Employee agrees that during the Employee’s employment and after termination of employment irrespective of cause, the Employee will use Confidential Information only for the benefit of the Company and its Affiliates. Notwithstanding the foregoing, the Employee may disclose Confidential Information as ( a ) authorized by applicable law (including, but not limited to, any disclosure of information that satisfies the procedures in SEC Regulation § 240.21F-17) or ( b ) as required pursuant to an order or requirement of a court, administrative agency or other government body.
1.3      The Employee hereby assigns to the Company any rights the Employee may have or acquire in such Confidential Information and acknowledges that all Confidential Information shall be the sole property of the Company and/or its Affiliates or their assigns.

1.4      There are no rights granted or any understandings, agreements or representations between the parties hereto, express or implied, regarding Confidential Information that are not specified herein.
1.5      The Employee’s obligations under this Section 1 are in addition to any obligations that the Employee has under state or federal law.
1.6      The Employee agrees that in the course of the Employee’s employment with the Company, the Employee will not violate in any way the rights that any entity, including former employers, has with regard to trade secrets or proprietary or confidential information.
1.7      The Employee’s obligations under this Section 1 are indefinite in term and shall survive the termination of this Agreement.
Section 2 Return of Company Property .
2.1      The Employee acknowledges that all tangible items containing any Confidential Information, including without limitation memoranda, photographs, records, reports, manuals, drawings, blueprints, prototypes, notes, documents, drawings, specifications, software, media and other materials, including any copies thereof (including electronically recorded copies), are the exclusive property of the Company or its applicable Affiliate, and the Employee shall deliver to the Company all such material in the Employee’s possession or control upon the Company’s request and in any event upon the termination of the Employee’s employment with the Company. The Employee shall also return any keys, equipment, identification or credit cards, or other property belonging to the Company or its Affiliates upon termination of the Employee’s employment or request.
Section 3 Inventions .
3.1      The Employee understands and agrees that all Inventions are the exclusive property of the Company. As used in this Agreement, “ Inventions ” shall include without limitation ideas, discoveries, developments, concepts, inventions, original works of authorship, trademarks, mask works, trade secrets, ideas, data, information, know-how, documentation, formulae, results, prototypes, designs, methods, processes, products, formulas and techniques, improvements to any of the foregoing, and all other matters ordinarily intended by the words “intellectual property,” whether or not patentable, copyrightable, or otherwise able to be registered, which are developed, created conceived of or reduced to practice by the Employee, alone or with others, during the Employee’s employment with the Company or Affiliates, whether or not during working hours or within three (3) months thereafter and related to the Company’s then existing or proposed business. In recognition of the Company’s ownership of all Inventions, the Employee shall make prompt and full disclosure to the Company of, will hold in trust for the sole

benefit of the Company, and (subject to Section 3.2 below) herby assigns, and agrees to assign in the future, exclusively to the Company all of the Employee’s right, title, and interest in and to any and all such Inventions.
3.2      NOTICE REQUIRED BY REVISED CODE OF WASHINGTON 49.44.140 : The Employee understands that the Employee’s obligation to assign inventions shall not apply to any inventions for which no equipment, supplies, facilities, or trade secret information of the Company was used and that was developed entirely on the Employee’s own time, unless (a) the invention relates (i) directly to the business of the Company, or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the Employee for the Company.
3.3      To the extent any works of authorship created by the Employee made within the scope of employment may be considered “works made for hire” under United States copyright laws, they are hereby agreed to be works made for hire. To the extent any such works do not qualify as a “work made for hire” under applicable law, and to the extent they include material subject to copyright, the Employee hereby irrevocably and exclusively assigns and conveys all rights, title and interests in such works to the Company subject to no liens, claims or reserved rights. The Employee hereby waives any and all “moral rights” that may be applicable to any of the foregoing, for any and all uses, alterations, and exploitation hereof by the Company, or its Affiliates, or their successors, assignees or licensees. To the extent that any such “moral rights” may not be waived in accordance with law, the Employee agrees not to bring any claims, actions or litigation against the Company or its Affiliates, or their successors, assignees or licensees, based on or to enforce such rights. Without limiting the preceding, the Employee agrees that the Company may in its discretion edit, modify, recast, use, and promote any such works of authorship, and derivatives thereof, with or without the use of the Employee’s name or image, without compensation to the Employee other than that expressly set forth herein.
3.4      The Employee hereby waives and quitclaims to the Company any and all claims of any nature whatsoever that the Employee now or hereafter may have for infringement of any patent or patents from any patent applications for any Inventions. The Employee agrees to cooperate fully with the Company and take all other such acts requested by the Company (including signing applications for patents, assignments, and other papers, and such things as the Company may require) to enable the Company to establish and protect its ownership in any Inventions and to carry out the intent and purpose of this Agreement, during the Employee’s employment or thereafter. If the Employee fails to execute such documents by reason of death, mental or physical incapacity or any other reason, the Employee hereby irrevocably appoints the Company and its officers and agents as the Employee’s agent and attorney-in-fact to execute such documents on the Employee’s behalf.

3.5      The Employee agrees that there are no Inventions made by the Employee prior to the Employee’s employment with the Company and belonging to the Employee that the Employee wishes to have excluded from this Section 3 (the “ Excluded Inventions ”). If during the Employee’s employment with the Company, the Employee uses in the specifications or development of, or otherwise incorporates into a product, process, service, technology, or machine of the Company or its Affiliates, or otherwise uses any invention, proprietary know-how, or other intellectual property in existence before the commencement date of Employee’s employment with the Company or any Affiliate owned by the Employee or in which the Employee has any interest (“ Existing Know-How ”), the Company or its Affiliates, as the case may be, is hereby granted and shall have a non-exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide right and license under the Existing Know-How (including any patent or other intellectual property rights therein) to make, have made, use, sell, reproduce, distribute, make derivative works from, publicly perform and display, and import, and to sublicense any and all of the foregoing rights to that Existing Know-How (including the right to grant further sublicenses) without restriction as to the extent of the Employee’s ownership or interest, for so long as such Existing Know-How is in existence and is licensable by the Employee.
Section 4 Nonsolicitation and Noncompetition .
4.1      During the Employee’s employment with the Company, and for a period expiring eighteen (18) months after the termination of the Employee’s employment (the “ Restrictive Period ”), regardless of the reason, if any, for such termination, the Employee shall not, in the United States, Western Europe or Canada, directly or indirectly:
(a)      solicit or entice away or in any other manner persuade or attempt to persuade any officer, employee, consultant or agent of the Company or any of its Affiliates to alter or discontinue his or her relationship with the Company or its Affiliates;
(b)      solicit from any person or entity that was a customer of the Company or any of its Affiliates during the Employee’s employment with the Company, any business of a type or nature similar to the business of the Company or any of its Affiliates with such customer;
(c)      solicit, divert, or in any other manner persuade or attempt to persuade any supplier of the Company or any of its Affiliates to discontinue its relationship with the Company or its Affiliates;
(d)      solicit, divert, take away or attempt to solicit, divert or take away any customers of the Company or its Affiliates; or

(e)      engage in or participate in the chemical distribution or logistics business.
4.2      Nothing in Section 4.1 limits the Employee’s ability to hire an employee of the Company or any of its Affiliates in circumstances under which such employee first contacts the Employee regarding employment and the Employee does not violate any of subsections 4.1(a), 4.1(b), 4.1(c), 4.1(d) or 4.1(e) herein.
4.3      The Company and the Employee agree that the provisions of this Section 4 do not impose an undue hardship on the Employee and are not injurious to the public; that this provision is necessary to protect the business of the Company and its Affiliates; that the nature of the Employee’s responsibilities with the Company under this Agreement provide and/or will provide the Employee with access to Confidential Information that is valuable and confidential to the Company and its Affiliates; that the Company would not grant Options to the Employee if the Employee did not agree to the provisions of this Section 4; that this Section 4 is reasonable in terms of length of time and scope; and that adequate consideration supports this Section 4. In the event that a court determines that any provision of this Section 4 is unreasonably broad or extensive, the Employee agrees that such court should narrow such provision to the extent necessary to make it reasonable and enforce the provisions as narrowed.
4.4      Clawback .
(a)      Without limiting the generality of the remedies available to the Company pursuant to Section 4.3, if, during the Restrictive Period, the Employee, except with the prior written consent of the Board, materially breaches the restrictive covenants contained in Section 4, the Employee shall pay to the Company in cash any gain the Employee realized in cash in connection with the exercise of the Options (and/or sale of Common Stock underlying the Options) within the eighteen-month period (or such other period as determined by the Board) ending on the date of the Employee’s breach. This right of recoupment is in addition to any other remedies the Company may have against the Employee for the Employee’s breach of the restrictive covenants contained in this Section 4. The Employee’s obligations under this Exhibit A shall be cumulative (but not duplicative, nor operate to extend the length of any such obligations) of any similar obligations the Employee has under the Plan, the Agreement or any other agreement with the Company or any Affiliate.
Section 5 Definitions . As used in this Exhibit B, capitalized terms that are not defined herein have the respective meaning given in the Plan or the Agreement.

Employee Stock Option Agreement
This Employee Stock Option Agreement (the “ Agreement ”), by and between Univar Inc., a Delaware corporation (the “ Company ”), and the Employee whose name is set forth on Exhibit A hereto, is being entered into pursuant to the Univar Inc. 2017 Omnibus Equity Incentive Plan (the “ Plan ”) and is dated as of the date it is accepted and agreed to by the Employee in accordance with Section 7(o). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
The Company and the Employee hereby agree as follows:
Section 1. Grant of Options

(a)      Confirmation of Grant . The Company hereby evidences and confirms, effective as of the date set forth on Exhibit A hereto (the “ Grant Date ”), its grant to the Employee of the number of options to purchase Shares as set forth on Exhibit A hereto (the “ Options ”). The Options are not intended to be incentive stock options under the Code. This Agreement is entered into pursuant to, and the terms of the Options are subject to, the terms of the Plan. If there is any inconsistency between this Agreement and the terms of the Plan, the terms of the Plan shall govern.
(b)      Option Price . The Option Price for each Share covered by the Options is the price set forth on Exhibit A hereto.
Section 2.      Vesting and Exercisability
(a)      Vesting . Except as otherwise provided in Section 5 or Section 2(b) of this Agreement, the Options shall become vested, if at all, in the percentage(s), and on the vesting date(s) set forth on Exhibit A hereto (each, a “ Vesting Date ”); provided that if the Employee’s employment with the Company is terminated by reason of the Employee’s death or Disability (either, a “ Special Termination ”), any Options held by the Employee shall vest, as of the effective date of such Special Termination, on a pro rata basis, in an amount equal to the product of ( x ) the number of unvested Options then held by the Employee that would have vested if the Employee’s employment or service with the Company or Subsidiary had continued until the next following anniversary of the Grant Date multiplied by ( y ) a fraction, the numerator of which is the number of days that have elapsed from the later of the Grant Date or the most recent anniversary of the Grant Date and the denominator of which is 365.
(b)      Discretionary Acceleration . The Administrator, in its sole discretion, may accelerate the vesting or exercisability of all or a portion of the Options, at any time and from time to time.
(c)      Exercise . Once vested in accordance with the provisions of this Agreement, the Options may be exercised at any time and from time to time prior to the date such Options terminate pursuant to Section 3. Options may only be exercised with respect to whole shares of Company Common Stock and must be exercised in accordance with Section 4.

(d)      No Other Accelerated Vesting . The vesting and exercisability provisions set forth in this Section 2 or in Section 5, or expressly set forth in the Plan, shall be the exclusive vesting and exercisability provisions applicable to the Options and shall supersede any other provisions relating to vesting and exercisability, unless such other such provision expressly refers to the Plan by name and this Agreement by name and date.
Section 3.      Termination of Options
(a)      Normal Termination Date . Unless earlier terminated pursuant to Section 3(b) or Section 5, the Options shall terminate on the tenth anniversary of the Grant Date (the “ Normal Termination Date ”), if not exercised prior to such date.
(b)      Early Termination . If the Employee’s employment with the Company terminates for any reason, any Options held by the Employee that have not vested before the effective date of such termination of employment (determined without regard to any statutory or deemed or express contractual notice period) or that do not become vested on such date in accordance with Section 2 shall terminate immediately upon such termination of employment and, if the Employee’s employment is terminated for Cause, all Options (whether or not then vested or exercisable) shall automatically terminate immediately upon such termination. All vested Options held by the Employee following the effective date of a termination of employment shall remain exercisable until the first to occur of ( i ) in the case of retirement at normal retirement age, two (2) years after the effective date of the Employee’s retirement, ( ii ) in the case of a termination by the Company without Cause or a termination by the Employee for Good Reason, one hundred and eighty (180) days after the effective date of such termination, ( iii ) in the case of a Special Termination, twelve (12) months after the effective date of such termination, and ( iv ) in the case of any other termination of employment (other than a termination by the Company for Cause), ninety (90) days after the effective date of the Employee’s termination, or ( v ) the Normal Termination Date, or ( vi ) the cancellation of the Options pursuant to Section 5, and if not exercised within such period the Options shall automatically terminate upon the expiration of such period. If on the first date of the periods set forth in Section 3(b)(i) through Section 3(b)(iv) the

Options are not exercisable solely due to any of the restrictions set forth in Section 4(b)(A), (B) or (C), the Options will not expire until the earlier of the Normal Termination Date or the number of days in in which exercise of the Options would otherwise have been permitted immediately following the first date on which exercise of the Option ceases to be barred by any such restriction.
Section 4.      Manner of Exercise
(a)      General . Subject to such reasonable administrative regulations as the Administrator may adopt from time to time, the exercise of vested Options by the Employee shall be pursuant to procedures contained in the Plan and such other procedures established by the Administrator from time to time and shall include the Employee specifying in writing the proposed date on which the Employee desires to exercise a vested Option (the “ Exercise Date ”), the number of whole shares with respect to which the Options are being exercised (the “ Exercise Shares ”) and the aggregate Option Price for such Exercise Shares (the “ Exercise Price ”), or such other or different requirements as may be specified by the Administrator. On or before any Exercise Date, at the Company’s request, the Company and the Employee shall enter into a Subscription Agreement that establishes the rights and obligations of the Company and the Employee relating to the Exercise Shares, in the form then customarily used by the Company under the Plan for such purpose. Unless otherwise determined by the Administrator, ( i ) on or before the Exercise Date the Employee shall deliver to the Company full payment for the Exercise Shares in United States dollars in cash, or cash equivalents satisfactory to the Company, in an amount equal to the Exercise Price plus any required withholding taxes or other similar taxes, charges or fees, or, so long as there is a public market for the Shares at such time, pursuant to a broker-assisted exercise program established by the Company, the Employee may exercise vested Options by an exercise and sell procedure (cashless exercise) in which the Exercise Price (together with any required withholding taxes or other similar taxes, charges or fees) is deducted from the proceeds of the exercise of an Option and paid promptly to the Company and ( ii ) the Company shall register the issuance of the Exercise Shares on its records (or direct such issuance to be registered by the Company’s transfer agent). The Administrator may require the Employee to furnish or execute such other documents as the Administrator shall reasonably deem necessary ( i ) to evidence such exercise or ( ii ) to comply

with or satisfy the requirements of the Securities Act, applicable state or non-U.S. securities laws or any other law.
(b)      Restrictions on Exercise . Notwithstanding any other provision of this Agreement, the Options may not be exercised in whole or in part, ( A ) unless all requisite approvals and consents of any governmental authority of any kind shall have been secured, ( B ) unless the purchase of the Exercise Shares shall be exempt from registration under applicable U.S. federal and state securities laws, and applicable non-U.S. securities laws, or the Exercise Shares shall have been registered under such laws, ( C ) at any time that exercise of the Option would violate the Company’s insider trading policy and unless, if applicable, the Employee has obtained pre-trading clearance for the exercise and ( D ) unless all applicable U.S. federal, state and local and non-U.S. tax withholding requirements shall have been satisfied. The Company shall use its commercially reasonable efforts to obtain any consents or approvals referred to in clause (A) of the preceding sentence, but shall otherwise have no obligations to take any steps to prevent or remove any impediment to exercise described in such sentence.
Section 5.      Change in Control . In the event of a Change in Control, the treatment of any outstanding Options shall be governed by Article XIV of the Plan.
Section 6.      Restrictive Covenants . In consideration of the receipt of the Options granted pursuant to this Agreement, the Employee agrees to be bound by the covenants set forth in Exhibit B to this Agreement, which are incorporated by reference and made part of this Agreement.
Section 7.      Certain Definitions . As used in this Agreement, capitalized terms that are not defined herein have the respective meaning given in the Plan, and the following additional terms shall have the following meanings:
“ Agreement ” means this Employee Stock Option Agreement, as amended from time to time in accordance with the terms hereof.
“ Code ” means the United States Internal Revenue Code of 1986, as amended, and any successor thereto.
“ Company ” means Univar Inc., provided that for purposes of determining the status of Employee’s employment with the “Company,” such term shall include the Company and/or any of the Subsidiaries that employ the Employee.

“ Employee ” means the grantee of the Options, whose name is set forth on Exhibit A hereto; provided that for purposes of Section 4 and Section 8, following such person’s death “Employee” shall be deemed to include such person’s beneficiary or estate and following such Person’s Disability, “Employee” shall be deemed to include such person’s legal representative.
“ Exercise Date ” has the meaning given in Section 4(a).
“ Exercise Price ” has the meaning given in Section 4(a).
“ Exercise Shares ” has the meaning given in Section 4(a).
“ Grant Date ” has the meaning given in Section 1(a), which is the date on which the Options are granted to the Employee.
“ normal retirement age ” has the meaning provided in the Company’s customary policies, or, if not provided therein, age 65 or older.
“ Normal Termination Date ” has the meaning given in Section 3(a).
“ Option ” means the right granted to the Employee hereunder to purchase one share of Company Common Stock for a purchase price equal to the Option Price subject to the terms of this Agreement and the Plan.
“ Option Price ” means, with respect to each share of Company Common Stock covered by an Option, the purchase price specified in Section 1(b) for which the Employee may purchase such share of Company Common Stock upon exercise of an Option.
“ Plan ” means the Univar Inc. 2017 Omnibus Equity Incentive Plan.
“ Special Termination ” has the meaning given in Section 2(a).
Section 8.      Miscellaneous .
(a)      Withholding . The Company or one of the Subsidiaries shall require the Employee to satisfy any applicable U.S. federal, state and local and non-U.S. tax withholding or other similar charges or fees that may arise in connection with the grant, vesting, exercise or purchase of the Options.

(b)      No Rights as Stockholder; No Voting Rights . The Employee shall have no rights as a stockholder of the Company with respect to any shares covered by the Options until the exercise of the Options and delivery of the shares. No adjustment shall be made for dividends or other rights for which the record date is prior to the delivery of the shares. Any shares delivered in respect of the Options shall be subject to any Subscription Agreement, which the Company may require the Employee to accept and agree to as a condition of the issuance and delivery of those shares.
(c)      No Right to Awards . The Employee acknowledges and agrees that the grant of any Options ( i ) is being made on an exceptional basis and is not intended to be renewed or repeated, ( ii ) is entirely voluntary on the part of the Company and the Subsidiaries and ( iii ) should not be construed as creating any obligation on the part of the Company or any of the Subsidiaries to offer any Options or other Awards in the future.
(d)      No Right to Continued Employment . Nothing in this Agreement shall be deemed to confer on the Employee any right to continue in the employ of the Company or any Subsidiary, or to interfere with or limit in any way the right of the Company or any Subsidiary to terminate such employment at any time.
(e)      Non-Transferability of Options . The Options may be exercised only by the Employee, or, following the Employee’s death, by his designated beneficiary or by his estate in the absence of a designated beneficiary. The Options are not assignable or transferable, in whole or in part, and they may not, directly or indirectly, be offered, transferred, sold, pledged, assigned, alienated, hypothecated or otherwise disposed of or encumbered (including, but not limited to, by gift, operation of law or otherwise) other than by will or by the laws of descent and distribution to the estate of the Employee upon the Employee’s death or with the Company’s consent.
(f)           Forfeiture of Awards . The Options granted hereunder (and gains earned or accrued in connection therewith) shall be subject to such generally applicable policies as to forfeiture and recoupment (including, without limitation, upon the occurrence of material financial or accounting errors, financial or other misconduct or Competitive Activity) as may be adopted by the Administrator or the Board from time to time and communicated to the Employee or as required by applicable law, and are

otherwise subject to forfeiture or disgorgement of profits as provided by the Plan.
(g)      Consent to Electronic Delivery . By entering into this Agreement and accepting the Options evidenced hereby, the Employee hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Employee pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, this Agreement and the Options via Company website or other electronic delivery.
(h)      Binding Effect; Benefits . This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.
(i)           Waiver; Amendment .
(i)      Waiver . Any party hereto or beneficiary hereof may by written notice to the other parties ( A ) extend the time for the performance of any of the obligations or other actions of the other parties under this Agreement, ( B ) waive compliance with any of the conditions or covenants of the other parties contained in this Agreement and ( C ) waive or modify performance of any of the obligations of the other parties under this Agreement. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any party or beneficiary, shall be deemed to constitute a waiver by the party or beneficiary taking such action of compliance with any representations, warranties, covenants or agreements contained herein. The waiver by any party hereto or beneficiary hereof of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by a party or beneficiary to exercise any right or privilege hereunder shall be deemed a waiver of such party’s or beneficiary’s rights or privileges hereunder or shall be deemed a waiver of such party’s or beneficiary’s rights to exercise the same at any subsequent time or times hereunder.

(ii)      Amendment . This Agreement may not be amended, modified or supplemented orally, but only by a written instrument executed by the Employee and the Company.
(j)           Assignability . Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Company or the Employee without the prior written consent of the other party.
(k)      Applicable Law . This Agreement shall be governed in all respects, including, but not limited to, as to validity, interpretation and effect, by the internal laws of the State of Delaware, without reference to principles of conflict of law that would require application of the law of another jurisdiction.
(l)           Waiver of Jury Trial . Each party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding arising out of this Agreement or any transaction contemplated hereby. Each party ( i ) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and ( ii ) acknowledges that it and the other parties have been induced to enter into the Agreement by, among other things, the mutual waivers and certifications in this Section 8(l).
(m)      Limitations of Actions . No lawsuit relating to this Agreement may be filed before a written claim is filed with the Administrator and is denied or deemed denied as provided in the Plan and any lawsuit must be filed within one year of such denial or deemed denial or be forever barred.
(n)      Section and Other Headings, etc . The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
(o)      Acceptance of Options and Agreement . The Employee has indicated his or her consent and acknowledgement of the terms of this Agreement pursuant to the instructions provided to the Employee by or on behalf of the Company. The Employee acknowledges receipt of the Plan,

represents to the Company that he or she has read and understood this Agreement and the Plan, and, as an express condition to the grant of the Options under this Agreement, agrees to be bound by the terms of both this Agreement and the Plan. The Employee and the Company each agrees and acknowledges that the use of electronic media (including, without limitation, a clickthrough button or checkbox on a website of the Company or a third-party administrator) to indicate the Employee’s confirmation, consent, signature, agreement and delivery of this Agreement and the Options is legally valid and has the same legal force and effect as if the Employee and the Company signed and executed this Agreement in paper form. The same use of electronic media may be used for any amendment or waiver of this Agreement.

Exhibit A to
Employee Stock Option Agreement

	
			
Employee:	 	 	

Grant Date:	, 201	 	

Options granted hereby:	 	 	

Option Price:	 	 	

	
				
Vesting Date	 	
Percentage Vesting
on such Vesting Date	 	

Exhibit B to
Employee Restricted Stock Unit Agreement
Restrictive Covenants
Section 1 Confidential Information .
1.1      The Employee recognizes that the success of the Company and its current or future Affiliates depends upon the protection of information or materials that are designated as confidential and/or proprietary at the time of disclosure or should, based on their nature or the circumstances surrounding such disclosure, reasonably be deemed confidential including, without limitation, information to which the Employee has access while employed by the Company whether recorded in any medium or merely memorized (all such information being “ Confidential Information ”). “Confidential Information” includes without limitation, and whether or not such information is specifically designated as confidential or proprietary: all business plans and marketing strategies; information concerning existing and prospective markets, suppliers and customers; financial information; information concerning the development of new products and services; and technical and non-technical data related to software programs, design, specifications, compilations, Inventions (as defined in Section 3.1), improvements, patent applications, studies, research, methods, devices, prototypes, processes, procedures and techniques. Confidential Information expressly includes information provided to the Company or its Affiliates by third parties under circumstances that require them to maintain the confidentiality of such information. Notwithstanding the foregoing, the Employee shall have no confidentiality obligation with respect to disclosure of any Confidential Information that ( a ) was, or at any time becomes, available in the public domain other than through a violation of this Agreement or ( b ) the Employee can demonstrate by written evidence was furnished to the Employee by a third party in lawful possession thereof and who was not under an obligation of confidentiality to the Company or any of its Affiliates.
1.2      The Employee agrees that during the Employee’s employment and after termination of employment irrespective of cause, the Employee will use Confidential Information only for the benefit of the Company and its Affiliates. Notwithstanding the foregoing, the Employee may disclose Confidential Information as ( a ) authorized by applicable law (including, but not limited to, any disclosure of information that satisfies the procedures in SEC Regulation § 240.21F-17) or ( b ) as required pursuant to an order or requirement of a court, administrative agency or other government body.
1.3      The Employee hereby assigns to the Company any rights the Employee may have or acquire in such Confidential Information and acknowledges that all

Confidential Information shall be the sole property of the Company and/or its Affiliates or their assigns.
1.4      There are no rights granted or any understandings, agreements or representations between the parties hereto, express or implied, regarding Confidential Information that are not specified herein.
1.5      The Employee’s obligations under this Section 1 are in addition to any obligations that the Employee has under state or federal law.
1.6      The Employee agrees that in the course of the Employee’s employment with the Company, the Employee will not violate in any way the rights that any entity, including former employers, has with regard to trade secrets or proprietary or confidential information.
1.7      The Employee’s obligations under this Section 1 are indefinite in term and shall survive the termination of this Agreement.
Section 2 Return of Company Property .
2.1      The Employee acknowledges that all tangible items containing any Confidential Information, including without limitation memoranda, photographs, records, reports, manuals, drawings, blueprints, prototypes, notes, documents, drawings, specifications, software, media and other materials, including any copies thereof (including electronically recorded copies), are the exclusive property of the Company or its applicable Affiliate, and the Employee shall deliver to the Company all such material in the Employee’s possession or control upon the Company’s request and in any event upon the termination of the Employee’s employment with the Company. The Employee shall also return any keys, equipment, identification or credit cards, or other property belonging to the Company or its Affiliates upon termination of the Employee’s employment or request.
Section 3 Inventions .
3.1      The Employee understands and agrees that all Inventions are the exclusive property of the Company. As used in this Agreement, “ Inventions ” shall include without limitation ideas, discoveries, developments, concepts, inventions, original works of authorship, trademarks, mask works, trade secrets, ideas, data, information, know-how, documentation, formulae, results, prototypes, designs, methods, processes, products, formulas and techniques, improvements to any of the foregoing, and all other matters ordinarily intended by the words “intellectual property,” whether or not patentable, copyrightable, or otherwise able to be registered, which are developed, created conceived

of or reduced to practice by the Employee, alone or with others, during the Employee’s employment with the Company or Affiliates, whether or not during working hours or within three (3) months thereafter and related to the Company’s then existing or proposed business. In recognition of the Company’s ownership of all Inventions, the Employee shall make prompt and full disclosure to the Company of, will hold in trust for the sole benefit of the Company, and (subject to Section 3.2 below) herby assigns, and agrees to assign in the future, exclusively to the Company all of the Employee’s right, title, and interest in and to any and all such Inventions.
3.2      NOTICE REQUIRED BY REVISED CODE OF WASHINGTON 49.44.140 : The Employee understands that the Employee’s obligation to assign inventions shall not apply to any inventions for which no equipment, supplies, facilities, or trade secret information of the Company was used and that was developed entirely on the Employee’s own time, unless (a) the invention relates (i) directly to the business of the Company, or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the Employee for the Company.
3.3      To the extent any works of authorship created by the Employee made within the scope of employment may be considered “works made for hire” under United States copyright laws, they are hereby agreed to be works made for hire. To the extent any such works do not qualify as a “work made for hire” under applicable law, and to the extent they include material subject to copyright, the Employee hereby irrevocably and exclusively assigns and conveys all rights, title and interests in such works to the Company subject to no liens, claims or reserved rights. The Employee hereby waives any and all “moral rights” that may be applicable to any of the foregoing, for any and all uses, alterations, and exploitation hereof by the Company, or its Affiliates, or their successors, assignees or licensees. To the extent that any such “moral rights” may not be waived in accordance with law, the Employee agrees not to bring any claims, actions or litigation against the Company or its Affiliates, or their successors, assignees or licensees, based on or to enforce such rights. Without limiting the preceding, the Employee agrees that the Company may in its discretion edit, modify, recast, use, and promote any such works of authorship, and derivatives thereof, with or without the use of the Employee’s name or image, without compensation to the Employee other than that expressly set forth herein.
3.4      The Employee hereby waives and quitclaims to the Company any and all claims of any nature whatsoever that the Employee now or hereafter may have for infringement of any patent or patents from any patent applications for any Inventions. The Employee agrees to cooperate fully with the Company and take all other such acts requested by the Company (including signing applications for patents, assignments, and other papers, and such things as the Company may require) to enable the Company to

establish and protect its ownership in any Inventions and to carry out the intent and purpose of this Agreement, during the Employee’s employment or thereafter. If the Employee fails to execute such documents by reason of death, mental or physical incapacity or any other reason, the Employee hereby irrevocably appoints the Company and its officers and agents as the Employee’s agent and attorney-in-fact to execute such documents on the Employee’s behalf.
3.5      The Employee agrees that there are no Inventions made by the Employee prior to the Employee’s employment with the Company and belonging to the Employee that the Employee wishes to have excluded from this Section 3 (the “ Excluded Inventions ”). If during the Employee’s employment with the Company, the Employee uses in the specifications or development of, or otherwise incorporates into a product, process, service, technology, or machine of the Company or its Affiliates, or otherwise uses any invention, proprietary know-how, or other intellectual property in existence before the commencement date of Employee’s employment with the Company or any Affiliate owned by the Employee or in which the Employee has any interest (“ Existing Know-How ”), the Company or its Affiliates, as the case may be, is hereby granted and shall have a non-exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide right and license under the Existing Know-How (including any patent or other intellectual property rights therein) to make, have made, use, sell, reproduce, distribute, make derivative works from, publicly perform and display, and import, and to sublicense any and all of the foregoing rights to that Existing Know-How (including the right to grant further sublicenses) without restriction as to the extent of the Employee’s ownership or interest, for so long as such Existing Know-How is in existence and is licensable by the Employee.
Section 4 Nonsolicitation and Noncompetition .
4.1      During the Employee’s employment with the Company, and for a period expiring eighteen (18) months after the termination of the Employee’s employment (the “ Restrictive Period ”), regardless of the reason, if any, for such termination, the Employee shall not, in the United States, Western Europe or Canada, directly or indirectly:
(a)      solicit or entice away or in any other manner persuade or attempt to persuade any officer, employee, consultant or agent of the Company or any of its Affiliates to alter or discontinue his or her relationship with the Company or its Affiliates;
(b)      solicit from any person or entity that was a customer of the Company or any of its Affiliates during the Employee’s employment with the Company, any business of a type or nature similar to the business of the Company or any of its Affiliates with such customer;

(c)      solicit, divert, or in any other manner persuade or attempt to persuade any supplier of the Company or any of its Affiliates to discontinue its relationship with the Company or its Affiliates;
(d)      solicit, divert, take away or attempt to solicit, divert or take away any customers of the Company or its Affiliates; or
(e)      engage in or participate in the chemical distribution or logistics business.
4.2      Nothing in Section 4.1 limits the Employee’s ability to hire an employee of the Company or any of its Affiliates in circumstances under which such employee first contacts the Employee regarding employment and the Employee does not violate any of subsections 4.1(a), 4.1(b), 4.1(c), 4.1(d) or 4.1(e) herein.
4.3      The Company and the Employee agree that the provisions of this Section 4 do not impose an undue hardship on the Employee and are not injurious to the public; that this provision is necessary to protect the business of the Company and its Affiliates; that the nature of the Employee’s responsibilities with the Company under this Agreement provide and/or will provide the Employee with access to Confidential Information that is valuable and confidential to the Company and its Affiliates; that the Company would not grant Options to the Employee if the Employee did not agree to the provisions of this Section 4; that this Section 4 is reasonable in terms of length of time and scope; and that adequate consideration supports this Section 4. In the event that a court determines that any provision of this Section 4 is unreasonably broad or extensive, the Employee agrees that such court should narrow such provision to the extent necessary to make it reasonable and enforce the provisions as narrowed.
4.4      Clawback .
(a)      Without limiting the generality of the remedies available to the Company pursuant to Section 4.3, if, during the Restrictive Period, the Employee, except with the prior written consent of the Board, materially breaches the restrictive covenants contained in Section 4, the Employee shall pay to the Company in cash any gain the Employee realized in cash in connection with the exercise of the Options (and/or sale of Common Stock underlying the Options) within the eighteen-month period (or such other period as determined by the Board) ending on the date of the Employee’s breach. This right of recoupment is in addition to any other remedies the Company may have against the Employee for the Employee’s breach of the restrictive covenants contained in this Section 4. The Employee’s obligations under this Exhibit A shall be cumulative (but not duplicative, nor operate to extend the length of any such obligations) of any

similar obligations the Employee has under the Plan, the Agreement or any other agreement with the Company or any Affiliate.
Section 5 Definitions . As used in this Exhibit B, capitalized terms that are not defined herein have the respective meaning given in the Plan or the Agreement.

Form of
Employee Restricted Stock Unit Agreement
This Employee Restricted Stock Unit Agreement (the “ Agreement ”), by and between Univar Inc., a Delaware corporation (the “ Company ”), and the Employee whose name is set forth on Exhibit A hereto, is being entered into pursuant to the Univar Inc. 2017 Omnibus Equity Incentive Plan (the “ Plan ”) and is dated as of the date it is accepted and agreed to by the Employee in accordance with Section 6(q). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
Section 1. Grant of Restricted Stock Units . The Company hereby evidences and confirms its grant to the Employee, effective as of the date set forth on Exhibit A hereto (the “ Grant Date ”), of the number of Restricted Stock Units set forth on Exhibit A hereto. This Agreement is entered into pursuant to, and the Restricted Stock Units granted hereunder are subject to, the terms and conditions of the Plan, which are incorporated by reference herein. If there is any inconsistency between any express provision of this Agreement and any express term of the Plan, the express term of the Plan shall govern.

Section 2. Vesting of Restricted Stock Units .
(a)      Vesting . Except as otherwise provided in this Section 2, the Restricted Stock Units shall become vested, if at all, in the percentage(s), and on the vesting date(s) set forth on Exhibit A hereto (each, a “ Vesting Date ”), subject to the continued employment of the Employee by the Company or any Subsidiary thereof through such date. Vested Restricted Stock Units shall be settled as provided in Section 3 of this Agreement.
(b)      Effect of Termination of Employment .
(i)      If the Employee’s employment is terminated by reason of the Employee’s death or Disability (such termination, a “ Special Termination ”), outstanding unvested Restricted Stock Units shall vest, as of the date of such Special Termination, on a pro rata basis, in an amount equal to the product of ( x ) the number of unvested Restricted Stock Units then held by the Employee that would have vested if the Employee’s employment or service with the Company or Subsidiary had continued until the next following anniversary of the Grant Date multiplied by ( y ) a fraction, the numerator of which is the number of days that have elapsed from the later of the Grant Date or the most recent anniversary of the Grant Date and the denominator of which is 365. Vested Restricted Stock Units shall be settled as provided in Section 3 of this Agreement.
(ii)      Any Other Reason . Upon termination of the Employee’s employment for any reason other than a Special Termination (whether initiated by the Company or by the Employee), any unvested Restricted Stock Units shall be forfeited and canceled effective as of the date of such termination.
(c)      Effect of a Change in Control . In the event of a Change in Control, the treatment of any unvested Restricted Stock Units shall be governed by Article XIV of the Plan.
(d)      Discretionary Acceleration . Notwithstanding anything contained in this Agreement to the contrary, the Administrator, in its sole discretion, may accelerate the vesting with respect to any Restricted Stock Units under this Agreement, at such times and upon such terms and conditions as the Administrator shall determine.
(e)      No Other Accelerated Vesting . The vesting and settlement provisions set forth in this Section 2, or in Section 3, or expressly set forth in the Plan, shall be the exclusive vesting and exercisability provisions applicable to the Restricted Stock Units and shall supersede any other provisions relating to vesting and exercisability, unless such other such provision expressly refers to the Plan by name and this Agreement by name and date.

Section 3. Settlement of Restricted Stock Units .
(a)      Timing of Settlement . Subject to Section 7(a), any outstanding Restricted Stock Units that became vested on a Vesting Date shall be settled into an equal number of shares of Company Common Stock on a date selected by the Company that is within 30 days following such Vesting Date (each such date, a “ Settlement Date ”).
(b)      Mechanics of Settlement . On each Settlement Date, the Company shall electronically issue to the Employee one whole share of Company Common Stock for each Restricted Stock Unit that then became vested (except as provided in Section 7(a)), and, upon such issuance, the Employee’s rights in respect of such Restricted Stock Unit shall be extinguished. On or before any Settlement Date, at the Company’s request, the Company and the Employee shall enter into a Subscription Agreement that establishes the rights and obligations of the Company and the Employee relating to the shares of Company Common Stock issued in respect of the Restricted Stock Units, in the form then customarily used by the Company under the Plan for such purpose. In the event that there are any fractional Restricted Stock Units that became vested on such date, such fractional Restricted Stock Units shall be settled through a cash payment equal to the portion of Restricted Stock Unit multiplied by the Fair Market Value of the Company Common Stock on such Settlement Date. No fractional shares of Company Common Stock shall be issued.

Section 4. Securities Law Compliance . Notwithstanding any other provision of this Agreement, the Employee may not sell the shares of Company Common Stock acquired upon settlement of the Restricted Stock Units unless such shares are registered under the Securities Act of 1933, as amended (the “ Securities Act ”), or, if such shares are not then so registered, such sale would be exempt from the registration requirements of the Securities Act. The sale of such shares must also comply with other applicable laws and regulations governing the Company Common Stock, and the Employee may not sell the shares of Company Common Stock if the Company determines that such sale would not be in material compliance with such laws and regulations.
Section 5. Restriction on Transfer; Non-Transferability of Restricted Stock Units . The Restricted Stock Units are not assignable or transferable, in whole or in part, and they may not, directly or indirectly, be offered, transferred, sold, pledged, assigned, alienated, hypothecated or otherwise disposed of or encumbered (including, but not limited to, by gift, operation of law or otherwise) other than by will or by the laws of descent and distribution to the estate of the Employee upon the Employee’s death. Any purported transfer in violation of this Section 5 shall be void ab initio .
Section 6. Restrictive Covenants . In consideration of the receipt of the Restricted Stock Units granted pursuant to this Agreement, the Employee agrees to be bound by the covenants set forth in Exhibit B to this Agreement, which are incorporated by reference and made part of this Agreement.
Section 7. Miscellaneous .
(a)      Tax Withholding . The Company or one of the Subsidiaries shall require the Employee to remit to the Company an amount in cash sufficient to satisfy any applicable U.S. federal, state and local and non-U.S. tax withholding obligations that may arise in connection with the vesting of the Restricted Stock Units and the related issuance of shares of Company Common Stock. Notwithstanding the preceding sentence, if the Employee elects not to remit cash in respect of such obligations, the Company shall retain a number of shares issued in respect of the Restricted Stock Units then vesting that have an aggregate Fair Market Value as of the Settlement Date equal to the amount of such taxes required to be withheld (and the Employee shall thereupon be deemed to have satisfied his or her obligations under this Section 7(a)); provided that the number of such shares retained shall not be in excess of the minimum amount required to satisfy the statutory withholding tax obligations (it being understood that the value of any fractional share of Company Common Stock shall be paid in cash). The number of shares of Company Common Stock to be issued in respect of Restricted Stock Units shall thereupon be reduced by the number of shares of Company Common Stock so retained. The method of withholding set forth in the immediately preceding sentence shall not be available if withholding in this manner would violate any financing instrument of the Company or any of the Subsidiaries.

(b)      Dividend Equivalents . Unless otherwise determined by the Administrator, in the event that the Company pays any ordinary dividend in cash on a share of Company Common Stock following the Grant Date and prior to an applicable Settlement Date, there shall be credited to the account of the Employee in respect of each outstanding Restricted Stock Unit an amount equal to the amount of such dividend. The amount so credited shall be deferred (without interest, unless the Administrator determines otherwise) until the settlement of such related Restricted Stock Unit and then paid in cash but shall be forfeited upon the forfeiture of such related Restricted Stock Unit.
(c)      Authorization to Share Personal Data . The Employee authorizes the Company or any Affiliate of the Company that has or lawfully obtains personal data relating to the Employee to divulge or transfer such personal data to the Company or to a third party, in each case in any jurisdiction, if and to the extent reasonably appropriate in connection with this Agreement or the administration of the Plan.
(d)      No Rights as Stockholder; No Voting Rights . Except as provided in Section 7(b), the Employee shall have no rights as a stockholder of the Company with respect to any shares of Company Common Stock covered by the Restricted Stock Units prior to the issuance of such shares of Company Common Stock.
(e)      No Right to Awards . The Employee acknowledges and agrees that the grant of any Restricted Stock Units ( i ) is being made on an exceptional basis and is not intended to be renewed or repeated, ( ii ) is entirely voluntary on the part of the Company and the Subsidiaries and ( iii ) should not be construed as creating any obligation on the part of the Company or any of the Subsidiaries to offer any Restricted Stock Units or other Awards in the future.
(f)      No Right to Continued Employment . Nothing in this Agreement shall be deemed to confer on the Employee any right to continue in the employ of the Company or any Subsidiary, or to interfere with or limit in any way the right of the Company or any Subsidiary to terminate such employment at any time.
(g)      Interpretation . The Administrator shall have full power and discretion to construe and interpret the Plan (and any rules and regulations issued thereunder) and this Award. Any determination or interpretation by the Administrator under or pursuant to the Plan or this Award shall be final and binding and conclusive on all persons affected hereby.
(h)      Forfeiture of Awards . The Restricted Stock Units granted hereunder (and gains earned or accrued in connection therewith) shall be subject to such generally applicable policies as to forfeiture and recoupment (including, without limitation, upon the occurrence of material financial or accounting errors, financial or other misconduct or Competitive Activity) as may be adopted by the Administrator or the Board from time to time and communicated to the Employee or as required by applicable law, and are otherwise subject to forfeiture or disgorgement of profits as provided by the Plan.

(i)      Consent to Electronic Delivery . By entering into this Agreement and accepting the Restricted Stock Units evidenced hereby, the Employee hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Employee pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, this Agreement and the Restricted Stock Units via Company website or other electronic delivery.
(j)      Binding Effect; Benefits . This Agreement (including Exhibit B hereto) shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.
(k)      Waiver; Amendment .
(i)      Waiver . Any party hereto or beneficiary hereof may by written notice to the other parties ( A ) extend the time for the performance of any of the obligations or other actions of the other parties under this Agreement, ( B ) waive compliance with any of the conditions or covenants of the other parties contained in this Agreement and ( C ) waive or modify performance of any of the obligations of the other parties under this Agreement. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any party or beneficiary, shall be deemed to constitute a waiver by the party or beneficiary taking such action of compliance with any representations, warranties, covenants or agreements contained herein. The waiver by any party hereto or beneficiary hereof of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by a party or beneficiary to exercise any right or privilege hereunder shall be deemed a waiver of such party’s or beneficiary’s rights or privileges hereunder or shall be deemed a waiver of such party’s or beneficiary’s rights to exercise the same at any subsequent time or times hereunder.
(ii)      Amendment . This Agreement may not be amended, modified or supplemented orally, but only by a written instrument executed by the Employee and the Company.
(l)      Assignability . Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Company or the Employee without the prior written consent of the other party.
(m)      Applicable Law . This Agreement shall be governed in all respects, including, but not limited to, as to validity, interpretation and effect, by the internal laws of the State

of Delaware, without reference to principles of conflict of law that would require application of the law of another jurisdiction.
(n)      Waiver of Jury Trial . Each party hereby waives, to the fullest extent permitted by applicable law, any right he, she or it may have to a trial by jury in respect of any suit, action or proceeding arising out of this Agreement or any transaction contemplated hereby. Each party ( i ) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and ( ii ) acknowledges that he, she or it and the other party hereto have been induced to enter into the Agreement by, among other things, the mutual waivers and certifications in this Section 7(n).
(o)      Limitations of Actions . No lawsuit relating to this Agreement may be filed before a written claim is filed with the Administrator and is denied or deemed denied as provided in the Plan and any lawsuit must be filed within one year of such denial or deemed denial or be forever barred.
(p)      Section and Other Headings, etc.  The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
(q)      Acceptance of Restricted Stock Units and Agreement . The Employee has indicated his or her consent and acknowledgement of the terms of this Agreement pursuant to the instructions provided to the Employee by or on behalf of the Company. The Employee acknowledges receipt of the Plan, represents to the Company that he or she has read and understood this Agreement and the Plan, and, as an express condition to the grant of the Restricted Stock Units under this Agreement, agrees to be bound by the terms of both this Agreement and the Plan. The Employee and the Company each agrees and acknowledges that the use of electronic media (including, without limitation, a clickthrough button or checkbox on a website of the Company or a third-party administrator) to indicate the Employee’s confirmation, consent, signature, agreement and delivery of this Agreement and the Restricted Stock Units is legally valid and has the same legal force and effect as if the Employee and the Company signed and executed this Agreement in paper form. The same use of electronic media may be used for any amendment or waiver of this Agreement.

Exhibit A to
Employee Restricted Stock Unit Agreement

	
			
Employee:	%%FIRST_NAME%-% %%LAST_NAME%-%	 	

Grant Date:	%%RSU_DATE,’Month DD, YYYY’%-%	 	

Restricted Stock Units granted hereby:	
%%TOTAL_SHARES_GRANTED%-%	 	

	

	 	 	 	

Exhibit B to
Employee Restricted Stock Unit Agreement
Restrictive Covenants
Section 1 Confidential Information .
1.1      The Employee recognizes that the success of the Company and its current or future Affiliates depends upon the protection of information or materials that are designated as confidential and/or proprietary at the time of disclosure or should, based on their nature or the circumstances surrounding such disclosure, reasonably be deemed confidential including, without limitation, information to which the Employee has access while employed by the Company whether recorded in any medium or merely memorized (all such information being “ Confidential Information ”). “Confidential Information” includes without limitation, and whether or not such information is specifically designated as confidential or proprietary: all business plans and marketing strategies; information concerning existing and prospective markets, suppliers and customers; financial information; information concerning the development of new products and services; and technical and non-technical data related to software programs, design, specifications, compilations, Inventions (as defined in Section 3.1), improvements, patent applications, studies, research, methods, devices, prototypes, processes, procedures and techniques. Confidential Information expressly includes information provided to the Company or its Affiliates by third parties under circumstances that require them to maintain the confidentiality of such information. Notwithstanding the foregoing, the Employee shall have no confidentiality obligation with respect to disclosure of any Confidential Information that ( a ) was, or at any time becomes, available in the public domain other than through a violation of this Agreement or ( b ) the Employee can demonstrate by written evidence was furnished to the Employee by a third party in lawful possession thereof and who was not under an obligation of confidentiality to the Company or any of its Affiliates.
1.2      The Employee agrees that during the Employee’s employment and after termination of employment irrespective of cause, the Employee will use Confidential Information only for the benefit of the Company and its Affiliates. Notwithstanding the foregoing, the Employee may disclose Confidential Information as ( a ) authorized by applicable law (including, but not limited to, any disclosure of information that satisfies the procedures in SEC Regulation § 240.21F-17) or ( b ) as required pursuant to an order or requirement of a court, administrative agency or other government body.
1.3      The Employee hereby assigns to the Company any rights the Employee may have or acquire in such Confidential Information and acknowledges that all Confidential Information shall be the sole property of the Company and/or its Affiliates or their assigns.

1.4      There are no rights granted or any understandings, agreements or representations between the parties hereto, express or implied, regarding Confidential Information that are not specified herein.
1.5      The Employee’s obligations under this Section 1 are in addition to any obligations that the Employee has under state or federal law.
1.6      The Employee agrees that in the course of the Employee’s employment with the Company, the Employee will not violate in any way the rights that any entity, including former employers, has with regard to trade secrets or proprietary or confidential information.
1.7      The Employee’s obligations under this Section 1 are indefinite in term and shall survive the termination of this Agreement.
Section 2 Return of Company Property .
2.1      The Employee acknowledges that all tangible items containing any Confidential Information, including without limitation memoranda, photographs, records, reports, manuals, drawings, blueprints, prototypes, notes, documents, drawings, specifications, software, media and other materials, including any copies thereof (including electronically recorded copies), are the exclusive property of the Company or its applicable Affiliate, and the Employee shall deliver to the Company all such material in the Employee’s possession or control upon the Company’s request and in any event upon the termination of the Employee’s employment with the Company. The Employee shall also return any keys, equipment, identification or credit cards, or other property belonging to the Company or its Affiliates upon termination of the Employee’s employment or request.
Section 3 Inventions .
3.1      The Employee understands and agrees that all Inventions are the exclusive property of the Company. As used in this Agreement, “ Inventions ” shall include without limitation ideas, discoveries, developments, concepts, inventions, original works of authorship, trademarks, mask works, trade secrets, ideas, data, information, know-how, documentation, formulae, results, prototypes, designs, methods, processes, products, formulas and techniques, improvements to any of the foregoing, and all other matters ordinarily intended by the words “intellectual property,” whether or not patentable, copyrightable, or otherwise able to be registered, which are developed, created conceived of or reduced to practice by the Employee, alone or with others, during the Employee’s employment with the Company or Affiliates, whether or not during working hours or within three (3) months thereafter and related to the Company’s then existing or proposed business. In recognition of the Company’s ownership of all Inventions, the Employee shall make prompt and full disclosure to the Company of, will hold in trust for the sole

benefit of the Company, and (subject to Section 3.2 below) herby assigns, and agrees to assign in the future, exclusively to the Company all of the Employee’s right, title, and interest in and to any and all such Inventions.
3.2      NOTICE REQUIRED BY REVISED CODE OF WASHINGTON 49.44.140 : The Employee understands that the Employee’s obligation to assign inventions shall not apply to any inventions for which no equipment, supplies, facilities, or trade secret information of the Company was used and that was developed entirely on the Employee’s own time, unless (a) the invention relates (i) directly to the business of the Company, or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the Employee for the Company.
3.3      To the extent any works of authorship created by the Employee made within the scope of employment may be considered “works made for hire” under United States copyright laws, they are hereby agreed to be works made for hire. To the extent any such works do not qualify as a “work made for hire” under applicable law, and to the extent they include material subject to copyright, the Employee hereby irrevocably and exclusively assigns and conveys all rights, title and interests in such works to the Company subject to no liens, claims or reserved rights. The Employee hereby waives any and all “moral rights” that may be applicable to any of the foregoing, for any and all uses, alterations, and exploitation hereof by the Company, or its Affiliates, or their successors, assignees or licensees. To the extent that any such “moral rights” may not be waived in accordance with law, the Employee agrees not to bring any claims, actions or litigation against the Company or its Affiliates, or their successors, assignees or licensees, based on or to enforce such rights. Without limiting the preceding, the Employee agrees that the Company may in its discretion edit, modify, recast, use, and promote any such works of authorship, and derivatives thereof, with or without the use of the Employee’s name or image, without compensation to the Employee other than that expressly set forth herein.
3.4      The Employee hereby waives and quitclaims to the Company any and all claims of any nature whatsoever that the Employee now or hereafter may have for infringement of any patent or patents from any patent applications for any Inventions. The Employee agrees to cooperate fully with the Company and take all other such acts requested by the Company (including signing applications for patents, assignments, and other papers, and such things as the Company may require) to enable the Company to establish and protect its ownership in any Inventions and to carry out the intent and purpose of this Agreement, during the Employee’s employment or thereafter. If the Employee fails to execute such documents by reason of death, mental or physical incapacity or any other reason, the Employee hereby irrevocably appoints the Company and its officers and agents as the Employee’s agent and attorney-in-fact to execute such documents on the Employee’s behalf.

3.5      The Employee agrees that there are no Inventions made by the Employee prior to the Employee’s employment with the Company and belonging to the Employee that the Employee wishes to have excluded from this Section 3 (the “ Excluded Inventions ”). If during the Employee’s employment with the Company, the Employee uses in the specifications or development of, or otherwise incorporates into a product, process, service, technology, or machine of the Company or its Affiliates, or otherwise uses any invention, proprietary know-how, or other intellectual property in existence before the commencement date of Employee’s employment with the Company or any Affiliate owned by the Employee or in which the Employee has any interest (“ Existing Know-How ”), the Company or its Affiliates, as the case may be, is hereby granted and shall have a non-exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide right and license under the Existing Know-How (including any patent or other intellectual property rights therein) to make, have made, use, sell, reproduce, distribute, make derivative works from, publicly perform and display, and import, and to sublicense any and all of the foregoing rights to that Existing Know-How (including the right to grant further sublicenses) without restriction as to the extent of the Employee’s ownership or interest, for so long as such Existing Know-How is in existence and is licensable by the Employee.
Section 4 Nonsolicitation and Noncompetition .
4.1      During the Employee’s employment with the Company, and for a period expiring eighteen (18) months after the termination of the Employee’s employment (the “ Restrictive Period ”), regardless of the reason, if any, for such termination, the Employee shall not, in the United States, Western Europe or Canada, directly or indirectly:
(a)      solicit or entice away or in any other manner persuade or attempt to persuade any officer, employee, consultant or agent of the Company or any of its Affiliates to alter or discontinue his or her relationship with the Company or its Affiliates;
(b)      solicit from any person or entity that was a customer of the Company or any of its Affiliates during the Employee’s employment with the Company, any business of a type or nature similar to the business of the Company or any of its Affiliates with such customer;
(c)      solicit, divert, or in any other manner persuade or attempt to persuade any supplier of the Company or any of its Affiliates to discontinue its relationship with the Company or its Affiliates;
(d)      solicit, divert, take away or attempt to solicit, divert or take away any customers of the Company or its Affiliates; or

(e)      engage in or participate in the chemical distribution or logistics business.
4.2      Nothing in Section 4.1 limits the Employee’s ability to hire an employee of the Company or any of its Affiliates in circumstances under which such employee first contacts the Employee regarding employment and the Employee does not violate any of subsections 4.1(a), 4.1(b), 4.1(c), 4.1(d) or 4.1(e) herein.
4.3      The Company and the Employee agree that the provisions of this Section 4 do not impose an undue hardship on the Employee and are not injurious to the public; that this provision is necessary to protect the business of the Company and its Affiliates; that the nature of the Employee’s responsibilities with the Company under this Agreement provide and/or will provide the Employee with access to Confidential Information that is valuable and confidential to the Company and its Affiliates; that the Company would not grant Options to the Employee if the Employee did not agree to the provisions of this Section 4; that this Section 4 is reasonable in terms of length of time and scope; and that adequate consideration supports this Section 4. In the event that a court determines that any provision of this Section 4 is unreasonably broad or extensive, the Employee agrees that such court should narrow such provision to the extent necessary to make it reasonable and enforce the provisions as narrowed.
4.4      Clawback .
(a)      Without limiting the generality of the remedies available to the Company pursuant to Section 4.3, if, during the Restrictive Period, the Employee, except with the prior written consent of the Board, materially breaches the restrictive covenants contained in Section 4, the Employee shall pay to the Company in cash any gain the Employee realized in cash in connection with the exercise of the Options (and/or sale of Common Stock underlying the Options) within the eighteen-month period (or such other period as determined by the Board) ending on the date of the Employee’s breach. This right of recoupment is in addition to any other remedies the Company may have against the Employee for the Employee’s breach of the restrictive covenants contained in this Section 4. The Employee’s obligations under this Exhibit A shall be cumulative (but not duplicative, nor operate to extend the length of any such obligations) of any similar obligations the Employee has under the Plan, the Agreement or any other agreement with the Company or any Affiliate.
Section 5 Definitions . As used in this Exhibit B, capitalized terms that are not defined herein have the respective meaning given in the Plan or the Agreement.

Director Restricted Stock Agreement
(Annual Grant)
This Director Restricted Stock Agreement (the “ Agreement ”), by and between Univar Inc., a Delaware corporation (the “ Company ”), and the director whose name is set forth on Exhibit A hereto (the “ Director ”), is being entered into pursuant to the Univar Inc. 2017 Omnibus Equity Incentive Plan (the “ Plan ”) and is dated as of the date it is accepted and agreed to by the Director in accordance with Section 4(m). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
WHEREAS, the Board of Directors of the Company (the “ Board ”) authorized the Director’s annual compensation for service as a member of the Board (the “ Annual Fee ”), a portion of which will be paid in the form of equity in the Company.
NOW, THEREFORE, the Company and the Director hereby agree as follows:
Section 1. Grant of Shares of Restricted Stock . The Company hereby evidences and confirms its grant to the Director, effective as of the Grant Date (as specified on Exhibit A hereto), of the aggregate number of shares of Restricted Stock as set forth on Exhibit A hereto, as satisfaction of the equity portion of the Director’s Annual Fee for the current year (the “ Shares ”). This Agreement is entered into pursuant to, and the Shares granted hereunder are subject to, the terms and conditions of the Plan, which are incorporated by reference herein. If there is any inconsistency between any express provision of this Agreement and any express term of the Plan, the express term of the Plan shall govern.

Section 2. Vesting and Forfeiture .
(a)      Vesting . Except as otherwise provided in this Section 2, the Shares granted hereunder shall become vested, if at all, on the first anniversary of the Grant Date or as otherwise set forth in Exhibit A (the “ Vesting Date ”), subject to the Director’s continued service on the Board from the Grant Date until the Vesting Date.
(b)      Effect of Termination of Services .
(i)      Death or Disability . If the Director’s service on the Board is terminated due to death or Disability prior to the Vesting Date (each, a “ Special Termination ”), outstanding unvested Shares shall vest, as of the date of such Special Termination, on a pro rata basis, in an amount equal to the product of ( x ) the number of outstanding unvested Shares then held by the Director multiplied by ( y ) a fraction, the numerator of which is the number of days that have elapsed from the Grant Date and the denominator of which is 365.
(ii)      Any Other Reason . Upon termination of the Director’s services on the Board prior to the Vesting Date for any reason other than a Special Termination (whether initiated by the Company or by the Director), the Shares shall be forfeited effective as of the date of such termination.
(c)      Effect of a Change in Control . In the event of a Change in Control occurring prior to the Vesting Date, the treatment of any unvested Shares shall be governed by Article XIV of the Plan.
(d)      Discretionary Acceleration . Notwithstanding anything contained in this Agreement to the contrary, the Administrator, in its sole discretion, may accelerate the vesting with respect to any Shares under this Agreement, at such times and upon such terms and conditions as the Administrator shall determine.

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Section 3. Restriction on Transfer of Shares . Prior to the vesting thereof, the Shares are not assignable or transferable, in whole or in part, and they may not, directly or indirectly, be offered, transferred, sold, pledged, assigned, alienated, hypothecated or otherwise disposed of or encumbered (including, but not limited to, by gift, operation of law or otherwise), other than by will or by the laws of descent and distribution to the estate of the Director upon the Director’s death. Any purported transfer in violation of this Section 3 shall be void ab initio . Furthermore, notwithstanding any other provision of this Agreement, the Director may not sell the Shares unless such shares are registered under the Securities Act of 1933, as amended (the “ Securities Act ”), or, if such shares are not then so registered, such sale would be exempt from the registration requirements of the Securities Act. The sale of the Shares must also comply with other applicable laws and regulations governing the Common Stock, and the Director may not sell the Shares if the Company determines that such sale would not be in material compliance with such laws and regulations.
Section 4. Miscellaneous .
(a)      Authorization to Share Personal Data . The Director authorizes the Company or any Affiliate of the Company that has or lawfully obtains personal data relating to the Director to divulge or transfer such personal data to the Company or to a third party, in each case in any jurisdiction, if and to the extent reasonably appropriate in connection with this Agreement or the administration of the Plan.
(b)      No Right to Continued Service on Board . Nothing in this Agreement shall be deemed to confer on the Director any right to continue in the service of the Company or any Subsidiary, or to interfere with or limit in any way the right of the Company or any Subsidiary to terminate such service at any time.
(c)      Interpretation . The Administrator shall have full power and discretion to construe and interpret the Plan (and any rules and regulations issued thereunder) and this Award. Any determination or interpretation by the Administrator under or pursuant to the Plan or this Award shall be final and binding and conclusive on all persons affected hereby.
(d)      Forfeiture of Awards . The Shares granted hereunder (and gains earned or accrued in connection therewith) shall be subject to such generally applicable policies as to forfeiture and recoupment (including, without limitation, upon the occurrence of material financial or accounting errors, financial or other misconduct) as may be adopted by the Administrator or the Board from time to time and communicated to the Director, and is otherwise subject to forfeiture or disgorgement of profits as provided by the Plan.
(e)      Consent to Electronic Delivery . By entering into this Agreement and accepting the Shares evidenced hereby, the Director hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Director pursuant to applicable securities laws) regarding the Company and the Subsidiaries,

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the Plan, this Agreement and the Shares via the Company’s website or other electronic delivery.
(f)      Binding Effect; Benefits . This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. No provision of this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.
(g)      Amendment . This Agreement may not be amended, modified or supplemented orally, but only by a written instrument executed by the Director and the Company.
(h)      Assignability . Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Company or the Director without the prior written consent of the other party.
(i)      Applicable Law . This Agreement shall be governed in all respects, including, but not limited to, as to validity, interpretation and effect, by the internal laws of the State of Delaware, without reference to principles of conflict of law that would require application of the law of another jurisdiction.
(j)      Waiver of Jury Trial . Each party hereby waives, to the fullest extent permitted by applicable law, any right he, she or it may have to a trial by jury in respect of any suit, action or proceeding arising out of this Agreement or any transaction contemplated hereby. Each party ( i ) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and ( ii ) acknowledges that he, she or it and the other party hereto have been induced to enter into the Agreement by, among other things, the mutual waivers and certifications in this Section 4(j).
(k)      Limitations of Actions . No lawsuit relating to this Agreement may be filed before a written claim is filed with the Administrator and is denied or deemed denied as provided in the Plan and any lawsuit must be filed within one year of such denial or deemed denial or be forever barred.
(l)      Section and Other Headings, etc.  The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
(m)      Acceptance of Shares and Agreement . The Director has indicated his or her consent and acknowledgement of the terms of this Agreement by signing this Agreement or pursuant to the instructions provided to the Director by or on behalf of the Company. The

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Director acknowledges receipt of the Plan, represents to the Company that he or she has read and understood this Agreement and the Plan, and, as an express condition to the grant of the Shares under this Agreement, agrees to be bound by the terms of both this Agreement and the Plan. The Director and the Company each agrees and acknowledges that the use of electronic media (including, without limitation, a clickthrough button or checkbox on a website of the Company or a third-party administrator) to indicate the Director’s confirmation, consent, signature, agreement and delivery of this Agreement and the Shares is legally valid and has the same legal force and effect as if the Director and the Company signed and executed this Agreement in paper form. The same use of electronic media may be used for any amendment or waiver of this Agreement.
(n) Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Any counterpart or other signature hereupon delivered by facsimile shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such party.

IN WITNESS WHEREOF, the Company and the Director have executed this Agreement as of the date first above written.

UNIVAR INC.

		
By:	
Name:    
Title:    	
THE DIRECTOR:

		
By:	

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Exhibit A to Director Restricted Stock Agreement
(Annual Grant)

	
			
Director:	 	 	
 	 	 	
Grant Date:	 	 	
 	 	 	
Vest Date:	 	 	

Shares of  
 Restricted Stock  
 granted hereby:	

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UNIVAR INC.
2017 OMNIBUS EQUITY INCENTIVE PLAN
Article I
PURPOSES
This Univar Inc. 2017 Omnibus Equity Incentive Plan, as may be amended from time to time (the “ Plan ”), has the following purposes:
(1) To further the growth, development and financial success of Univar Inc. (the “ Company ”) and its Subsidiaries (as defined herein), by providing additional incentives to certain employees, consultants and directors of the Company and its Subsidiaries by assisting them to become owners of Company Common Stock, thereby benefiting directly from the growth, development and financial success of the Company and its Subsidiaries.
(2) To enable the Company and its Subsidiaries to obtain and retain the services of the type of professional and managerial employees, consultants and directors considered essential to the long-range success of the Company and its Subsidiaries by providing and offering them an opportunity to become owners of Company Common Stock pursuant to the Awards granted hereunder.
The Plan is intended to replace and succeed the Univar Inc. 2015 Omnibus Equity Incentive Plan, as amended (the “ Prior Plan ”), and, from and after the Effective Date, no further awards shall be made under the Prior Plan and any available reserves under the Prior Plan shall be transferred to and available for issuance under the Plan, subject to the terms of Section 4.1 hereof.  For the avoidance of doubt, the adoption of this Plan will have no effect on the terms and conditions of outstanding awards under the Prior Plan or the Univar Inc. 2011 Stock Incentive Plan, as amended effective November 30, 2012 (the “ Stock Incentive Plan ”).
Article II
DEFINITIONS
Whenever the following terms are used in this Plan, they shall have the meanings specified below unless the context clearly indicates to the contrary. The singular pronoun shall include the plural where the context so indicates.
Section 2.1 “ Adjusted EBITDA ” shall have the meaning set forth in Section 9.5.
Section 2.2 “ Administrator ” shall mean the Board or any committee of the Board designated by the Board to administer the Plan, in each case as further provided in Article III.
Section 2.3 “ Affiliate ” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with, such first Person where “control” shall have the meaning given such term under Rule 405 of the Securities Act.
Section 2.4 “ Alternative Award ” shall have the meaning set forth in Section 14.1.

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Section 2.5 “ Applicable Laws ” shall mean the requirements relating to the administration of stock option, restricted stock, restricted stock unit and other equity-based compensation plans under U.S. federal and state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Company Common Stock is listed or quoted and the applicable laws of any other country or jurisdiction where Awards are granted under the Plan.
Section 2.6 “ Award ” shall mean any Option, Stock Purchase Right, Restricted Stock, Restricted Stock Unit, Performance Share, Performance Unit, SAR, Dividend Equivalent, Deferred Share Unit or other Stock-Based Award granted to a Participant pursuant to the Plan, including an Award combining two or more types of Awards into a single grant.
Section 2.7 “ Award Agreement ” shall mean any written agreement, contract or other instrument or document evidencing an Award, including through an electronic medium. The Administrator may provide for the use of electronic, internet or other non-paper Award Agreements, and the use of electronic, internet or other non-paper means for the Participant’s acceptance of, or actions under, an Award Agreement, unless otherwise expressly specified herein. In the event of any inconsistency or conflict between the express terms of the Plan and the express terms of an Award Agreement, the express terms of the Award Agreement shall govern.
Section 2.8 “ Base Price ” shall have the meaning set forth in Section 2.58.
Section 2.9 “ Board ” shall mean the Board of Directors of the Company.
Section 2.10 “ Cause ” shall mean, unless otherwise provided in an Award Agreement or in a Participant’s effective employment, severance, consulting or other services agreement with the Company or any Subsidiary that employs such Participant, any of the following: (a) the Participant’s willful and continued failure to perform his or her material duties with respect to the Company or its Subsidiaries (except where due to a physical or mental incapacity), which continues beyond ten (10) business days after a written demand for substantial performance is delivered to the Participant by the Company or a Subsidiary; (b) the Participant’s failure to comply with a policy or practice of the Company or its Subsidiaries; (c) the Participant’s failure to comply with any laws, regulations or ordinances related to the Participant’s employment with or duties for the Company or its Subsidiaries; (d) the Participant’s conviction of or plea of nolo contendere to (i) the commission of a felony, or (ii) any misdemeanor that is a crime of moral turpitude; (e) willful and gross misconduct by the Participant in connection with his duties as an employee of the Company or its Subsidiaries; or (f) the Participant’s breach of any Award Agreement, employment agreement, or non-competition, nonsolicitation or confidentiality obligations owed by the Participant to the Company or its Subsidiaries. For purposes of this definition, no act or omission on the part of the Participant shall be deemed “willful” if done, or omitted to be done, by the Participant in good faith and in the reasonable belief that such action or omission was in the best interest of the Company or its Subsidiaries, and no failure of the Participant or the Company or its Subsidiaries to achieve performance goals, in and of itself, shall be treated as a basis for the termination of a Participant’s employment by the Company or its Subsidiaries for “Cause.” A termination for Cause shall be deemed to include a determination by the Administrator following a Participant’s termination of employment that circumstances existing prior to such termination would have entitled the Company or a Subsidiary to have terminated such Participant’s employment for Cause.

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Section 2.11 “ Change in Control ” shall mean the first to occur of any of the following events after the Effective Date:
(a) any transaction, whether by way of sales of capital stock, merger, consolidation or otherwise, that would result in the direct or indirect beneficial ownership by any person, entity or “group” (as defined in Section 13(d) of the Exchange Act), excluding the Company, any of its Subsidiaries, any employee benefit plan of the Company or any of its Subsidiaries, and the Investors (and any “group” that includes any of the Investors and any member of such group, if the non-Investor members of such group do not by themselves, directly or indirectly, own more than 50% of the Company’s then outstanding voting securities), or any Affiliates of any of the foregoing, of more than 50% of the combined voting power of the Company’s (or, if applicable, the surviving company after such a merger) then outstanding voting securities;
(b) within any 12-month period, the persons who were members of the Board at the beginning of such period (the “ Incumbent Directors ”) shall cease to constitute at least a majority of the Board, provided that any director elected or nominated for election to the Board by a majority of the Incumbent Directors then still in office shall be deemed to be an Incumbent Director for purposes of this clause (b); or
(c) the sale, transfer or other disposition of all or substantially all of the assets of the Company to one or more persons or entities that are not, immediately prior to such sale, transfer or other disposition, Affiliates of the Company;
in each case, provided that, as to Awards subject to Section 409A of the Code, such event also constitutes a “change in control” within the meaning of Section 409A of the Code. In addition, notwithstanding the foregoing, a “Change in Control” shall not be deemed to occur if the Company files for bankruptcy, liquidation or reorganization under the United States Bankruptcy Code or as a result of any restructuring that occurs as a result of any such proceeding.
Section 2.12 “ Change in Control Price ” shall mean the highest price per share of Company Common Stock offered in conjunction with any transaction resulting in a Change in Control. If any part of the offered price is payable other than in cash, the value of the non-cash portion of the Change in Control Price shall be determined in good faith by the Administrator as constituted immediately prior to the Change in Control.
Section 2.13 “ Code ” shall mean the Internal Revenue Code of 1986, as amended.
Section 2.14 “ Company ” shall have the meaning set forth in Article I and shall include any successor.
Section 2.15 “ Company Common Stock ” shall mean the common stock, par value $0.01 per share, of the Company and such other stock or securities into which such common stock is hereafter converted or for which such common stock is exchanged.
Section 2.16 “ Competitive Activity ” shall mean a Participant’s material breach of restrictive covenants relating to noncompetition, nonsolicitation (of customers or employees) or preservation of confidential

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information, or other covenants having the same or similar scope, included in an Award Agreement or other agreement to which the Participant and the Company or any of its Subsidiaries is a party.
Section 2.17 “ Consultant ” shall mean any natural person who is engaged by the Company or any of its Subsidiaries to render consulting or advisory services to such entity.
Section 2.18 “ Corporate Event ” shall mean, as determined by the Administrator in its sole discretion, any transaction or event described in Section 4.3(a) or any unusual or nonrecurring transaction or event affecting the Company, any Subsidiary, or the financial statements of the Company or any of its Subsidiaries, or changes in Applicable Laws or accounting principles (including, without limitation, a recapitalization of the Company).
Section 2.19 “ Deferred Share Unit ” shall mean a unit credited to a Participant’s account in the books of the Company under Article X, which represents the right to receive one Share of Company Common Stock or cash equal to the Fair Market Value thereof on settlement of the account.
Section 2.20 “ Director ” shall mean a member of the Board or a member of the board of directors of any Subsidiary.
Section 2.21 “ Disability ” shall mean (x) for Awards that are not subject to Section 409A of the Code, “disability” as such term is defined in the long-term disability insurance plan or program of the Company or any Subsidiary then covering the Participant or, in the absence of such a plan or program, as determined by the Administrator and (y) for Awards that are subject to Section 409A of the Code, “disability” shall have the meaning set forth in Section 409A(a)(2)(c) of the Code; provided that with respect to Awards that are not subject to Section 409A, (A) in the case of any Participant who, as of the date of determination, is a party to an effective employment, severance, consulting or other services agreement with the Company or any Subsidiary that employs such Participant, “Disability” shall have the meaning, if any, specified in such agreement and (B) the Administrator’s reasoned and good faith judgment of Disability shall be final and shall be based on such competent medical evidence as shall be presented to it by the Participant or by any physician or group of physicians or other competent medical expert employed by the Participant or the Company to advise the Administrator.
Section 2.22 “ Dividend Equivalent ” shall mean the right to receive payments, in cash or in Shares, based on dividends paid with respect to Shares.
Section 2.23 “ EBITDA ” shall have the meaning set forth in Section 9.5.
Section 2.24 “ Effective Date ” shall have the meaning set forth in Section 15.7.
Section 2.25 “ Eligible Representative ” for a Participant shall mean such Participant’s personal representative or such other person as is empowered under the deceased Participant’s will or trust or the then applicable laws of descent and distribution to represent the Participant hereunder.
Section 2.26 “ Employee ” shall mean any individual classified as an employee by the Company or one of its Subsidiaries, whether such employee is so employed at the time this Plan is adopted or becomes so

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employed subsequent to the adoption of this Plan, including any person to whom an offer of employment has been extended (except that any Award granted to such person shall be conditioned on his or her commencement of service). A person shall not cease to be an Employee in the case of (a) any leave of absence approved by the Company or (b) transfers between locations of the Company or between the Company, any of its Subsidiaries, or any successor to the foregoing. For purposes of Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, the employment relationship shall be deemed to have terminated on the first day immediately following such three (3)-month period, and such Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Non-Qualified Stock Option on the first (1st) day immediately following a three (3)-month period from the date the employment relationship is deemed terminated.
Section 2.27 “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.
Section 2.28 “ Executive Officer ” shall mean each person who is an officer of the Company or any Subsidiary and who is subject to the reporting requirements under Section 16(a) of the Exchange Act.
Section 2.29 “ Fair Market Value ” of a Share as of any date of determination shall be:
(a) If the Company Common Stock is listed on any established stock exchange or a national market system, then the closing price on such date per Share as reported on such stock exchange or system shall be the Fair Market Value for the date of determination;
(b) If there are no transactions in the Company Common Stock that are available to the Company on any date of determination pursuant to clause ( a ) but transactions are available to the Company as of the immediately preceding trading date, then the Fair Market Value determined as of the immediately preceding trading date shall be the Fair Market Value for the date of determination; or
(c) If neither clause (a) nor clause (b) shall apply on any date of determination, then the Fair Market Value shall be determined in good faith by the Administrator with reference to ( x ) the most recent valuation of the Company Common Stock performed by an independent valuation consultant or appraiser of nationally recognized standing selected by the Administrator, if any, ( y ) sales prices of

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securities issued to investors in any recent arm’s length transactions, and ( z ) any other factors determined to be relevant by the Administrator.
Section 2.30 “ FICA ” shall have the meaning set forth in Section 15.11.
Section 2.31 “ Good Reason ” shall, as to any Participant, have the meaning set forth in an effective employment, severance, consulting or other services agreement to which the Participant is a party with the Company or a Subsidiary that employs the Participant, or, in the absence of such an agreement: (i) a material reduction in the Participant’s base salary or a material reduction in the Participant’s target annual incentive compensation opportunity, in each case, other than (a) any isolated or inadvertent failure by the Company or the applicable Subsidiary that is not in bad faith and is cured within thirty (30) business days after the Participant gives the Company or the applicable Subsidiary notice of such event or (b) a reduction which is applicable to all employees in the same salary grade as the Participant; (ii) a material diminution in the Participant’s title, duties and responsibilities, other than any isolated or inadvertent failure by the Company or the applicable Subsidiary that is not in bad faith and is cured within thirty (30) business days after the Participant gives the Company or the applicable Subsidiary notice of such event; or (iii) a transfer of the Participant’s primary workplace by more than thirty-five (35) miles.
Section 2.32 “ Incentive Stock Option ” shall mean an Option which qualifies under Section 422 of the Code and is expressly designated as an Incentive Stock Option in the Award Agreement.
Section 2.33 “ Incumbent Directors ” shall have the meaning set forth in the definition of “Change in Control.”
Section 2.34 “ Investors ” means any of (i) CD&R Univar Holdings, L.P., (ii)  any Affiliate of any of the foregoing that acquires Company Common Stock, and (iii) any successor in interest to any of the foregoing.
Section 2.35 “ normal retirement age ” shall have the meaning set forth in the applicable Award Agreement or, if not defined in the Award Agreement, age 65 or older pursuant to the customary policies of the Company.
Section 2.36 “ Non-Qualified Stock Option ” shall mean an Option that is not an Incentive Stock Option.
Section 2.37 “ Non-U.S. Awards ” shall have the meaning set forth in Section 3.5.
Section 2.38 “ Option ” shall mean an option to purchase Company Common Stock granted under the Plan. The term “Option” includes both an Incentive Stock Option and a Non-Qualified Stock Option.
Section 2.39 “ Option Price ” shall have the meaning set forth in Section 6.3.
Section 2.40 “ Optionee ” shall mean a Participant to whom an Option or SAR is granted under the Plan.
Section 2.41 “ Participant ” shall mean any Service Provider who has been granted an Award pursuant to the Plan.

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Section 2.42 “ Performance Award ” shall mean Performance Shares, Performance Units and all other Awards that vest (in whole or in part) upon the achievement of specified Performance Goals, which for avoidance of doubt shall include Awards that would otherwise meet the definition of Restricted Stock or Restricted Stock Units except that such Awards vest (in whole or in part) upon the achievement of specified Performance Goals.
Section 2.43 “ Performance Cycle ” shall mean the period of time selected by the Administrator during which performance is measured for the purpose of determining the extent to which a Performance Award has been earned or vested.
Section 2.44 “ Performance Goals ” means the objectives established by the Administrator for a Performance Cycle pursuant to Section 9.5 for the purpose of determining the extent to which a Performance Award has been earned or vested.
Section 2.45 “ Performance Share ” means an Award granted pursuant to Article IX of the Plan of a contractual right to receive a Share (or the cash equivalent thereof) upon the achievement, in whole or in part, of the applicable Performance Goals.
Section 2.46 “ Performance Unit ” means a U.S. Dollar-denominated unit (or a unit denominated in the Participant’s local currency) granted pursuant to Article IX of the Plan, payable upon the achievement, in whole or in part, of the applicable Performance Goals.
Section 2.47 “ Permitted Transferees ” shall have the meaning given to such term in the Stockholders Agreement, dated as of November 30, 2010, by and among the Company, the Investors and the other parties thereto (as the same may be amended from time to time).
Section 2.48 “ Person ” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or any other entity of whatever nature.
Section 2.49 “ Plan ” shall have the meaning set forth in Article I.
Section 2.50 “ Prior Plan ” means the Univar Inc. 2015 Omnibus Equity Incentive Plan, as amended.
Section 2.51 “ Replacement Awards ” shall mean Shares or Awards, issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form or combination by the Company or any of its Subsidiaries as reasonably determined by the Administrator.
Section 2.52 “ Restricted Stock ” shall mean an Award granted pursuant to Section 8.1. For avoidance of doubt, an Award of Restricted Stock that vests upon the achievement, in whole or in part, of specified Performance Goals shall be considered a “Performance Share” for purposes of the Plan.
Section 2.53 “ Restricted Stock Unit ” shall mean an Award granted pursuant to Section 8.2. For avoidance of doubt, an Award of Restricted Stock Units that vests upon the achievement, in whole or in part, of specified Performance Goals shall be considered a “Performance Unit” for purposes of the Plan.

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Section 2.54 “ Securities Act ” shall mean the Securities Act of 1933, as amended.
Section 2.55 “ Service Provider ” shall mean an Employee, Consultant or Director.
Section 2.56 “ Share ” shall mean a share of Company Common Stock.
Section 2.57 “ Special Termination ” shall mean a termination by reason of the Participant’s death or Disability.
Section 2.58 “ Stock Appreciation Right ” or “ SAR ” shall mean the right to receive a payment from the Company in cash and/or Shares equal to the product of (i) the excess, if any, of the Fair Market Value of one Share on the exercise date over a specified price (the “ Base Price ”) fixed by the Administrator on the grant date (which specified price shall not be less than the Fair Market Value of one Share on the grant date), multiplied by (ii) a stated number of Shares.
Section 2.59 “ Stock-Based Award ” shall have the meaning set forth in Section 11.1.
Section 2.60 “ Stock Incentive Plan ” shall have the meaning set forth in Article I.
Section 2.61 “ Stock Purchase Right ” shall mean an Award granted pursuant to Section 5.4.
Section 2.62 “ Subplans ” shall have the meaning set forth in Section 3.5.
Section 2.63 “ Subscription Agreement ” shall mean any written agreement, contract or other instrument or document, including through an electronic medium, required by the Company to be entered into between the Company and the Participant upon the issuance of Company Common Stock subject to an Award, which establishes the rights and obligations of each of them relating to the Company Common Stock so issued to the Participant; it being understood that the Administrator may determine that no Subscription Agreement is required in all or individual cases.
Section 2.64 “ Subsidiary ” shall mean any entity that is directly or indirectly controlled by the Company or any entity in which the Company directly or indirectly controls at least a 50% equity interest, provided that, to the extent required under Section 422 of the Code when granting an Incentive Stock Option, Subsidiary shall mean any corporation in an unbroken chain of corporations beginning with such entity if each of the corporations other than the last corporation in the unbroken chain then owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
Section 2.65 “ Termination of employment ,” “termination of service” and any similar term or terms shall mean, with respect to a Director who is not an Employee of the Company or any of its Subsidiaries, the date upon which such Director ceases to be a member of the Board; with respect to a Consultant who is not an Employee of the Company or any of its Subsidiaries, the date upon which such Consultant ceases to provide consulting or advisory services to the Company or any of its Subsidiaries; and, with respect to an Employee, the date the Participant ceases to be an Employee; provided that with respect to any Award subject to Section 409A of the Code, such terms shall mean “separation from service,” as defined in Section 409A of the Code and the rules, regulations and guidance promulgated thereunder. A “termination of employment” or “termination of

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service” shall not occur if a Director, immediately upon ceasing to be a member of the Board, becomes an Employee of the Company or any of its Subsidiaries or if an Employee, immediately upon termination of employment with the Company or any of its Subsidiaries, becomes or continues to serve as a member of the Board.
Section 2.66 “ Withholding Taxes ” shall mean any federal, state, local or foreign income taxes, withholding taxes or employment taxes required to be withheld under Applicable Law.
Article III
ADMINISTRATION
Section 3.1 Administrator . The Plan shall be administered by the Board or an Administrator appointed by the Board, which Administrator, unless otherwise determined by the Board, shall be constituted to comply with Applicable Laws, including, without limitation, Section 16 of the Exchange Act and Section 162(m) of the Code.
Section 3.2 Powers of the Administrator . Subject to the provisions of the Plan, the specific duties delegated by the Board to such Administrator, and subject to the approval of any relevant authorities, the Administrator shall have the authority (which in the case of a committee of the Board may be designated in the committee’s charter approved by the Board) to do the following:
(a) determine the Fair Market Value;
(b) determine the type or types of Awards to be granted to each Participant;
(c) select the Service Providers to whom Awards may from time to time be granted hereunder;
(d) determine the number of Awards to be granted and the number of Shares to which an Award will relate;
(e) approve forms of Award Agreements for use under the Plan, which need not be identical for each Service Provider;
(f) determine the terms and conditions of any Awards granted hereunder (including, without limitation, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions and any restriction or limitation regarding any Awards or the Company Common Stock relating thereto) based in each case on such factors as the Administrator, in its sole discretion, shall determine;
(g) determine all matters and questions related to the termination of service of a Service Provider with respect to any Award, including, but not by way of limitation of, all questions of whether a particular Service Provider has taken a leave of absence, all questions of whether a leave of absence taken by a particular Service Provider constitutes a termination of service, and all questions of whether a termination of service of a particular Service Provider resulted from discharge for Cause;

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(h) prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to Subplans established for the purpose of satisfying applicable foreign laws;
(i) determine whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise or purchase price of an Award may be paid in, cash, Company Common Stock, other Awards, or other property, or an Award may be canceled, forfeited or surrendered;
(j) subject to Section 4.6, suspend or accelerate the vesting of any Award or waive the forfeiture restrictions or any other restriction or limitation regarding any Awards or the Company Common Stock relating thereto;
(k) construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;
(l) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan;
(m) authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of the Plan; and
(n) make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or advisable to administer the Plan.
Any determination made by the Administrator under the Plan, including, without limitation, under Section 4.3, shall be final, binding and conclusive on all Participants and other persons having or claiming any right or interest under the Plan.
Section 3.3 Delegation by the Administrator . The Administrator may delegate, subject to such terms or conditions or guidelines as the Board or Administrator shall determine (in the case of a committee acting as the Administrator, to the extent of its authority under the committee’s charter), to any officer or group of officers, or Director or group of Directors of the Company or its Affiliates any portion of the Administrator’s authority and powers under the Plan with respect to Participants who are not direct reports to the Chief Executive Officer, Executive Officers or non-employee directors of the Board; provided that any delegation to one or more officers of the Company shall be subject to and comply with Section 157(c) of the Delaware General Corporation Law (or successor provision). In addition, ( i ) with respect to any Award intended to qualify as “performance-based” compensation under Section 162(m) of the Code, the Administrator shall mean the Compensation Committee of the Board or such other committee or subcommittee of the Board or the Compensation Committee as the Board or the Compensation Committee of the Board shall designate, consisting solely of two or more members, each of whom is an “outside director” within the meaning of Section 162(m) of the Code and ( ii ) with respect to any Award intended to qualify for the exemption contained in Rule 16b-3 promulgated under the Exchange Act, the Administrator shall consist of solely two or more “non-employee directors” within the meaning of such rule, or, in the alternative, the entire Board.
Section 3.4 Compensation, Professional Assistance, Good Faith Actions . The Administrator may receive such compensation for its services hereunder as may be determined by the Board (including, in the case

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of a committee, to the extent that compensation is authorized under the committee’s charter). All expenses and liabilities incurred by the Administrator in connection with the administration of the Plan shall be borne by the Company. The Administrator may, in its discretion, elect to engage the services of attorneys, consultants, accountants, appraisers, brokers or other persons. The Administrator, the Company and its officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations, decisions and determinations made by the Administrator, in good faith shall be final and binding upon all Participants, the Company and all other interested persons. The Administrator’s determinations under the Plan need not be uniform and may be made by the Administrator selectively among persons who receive, or are eligible to receive, Awards under the Plan, whether or not such persons are similarly situated. The Administrator (and its members) shall not be personally liable for any action, determination or interpretation made with respect to the Plan or the Awards, and the Administrator (and its members) shall be fully indemnified by the Company with respect to any such action, determination or interpretation.
Section 3.5 Participants Based Outside the United States . To conform with the provisions of local laws and regulations, or with local compensation practices and policies, in foreign countries in which the Company or any of its Subsidiaries or Affiliates operate, but subject to the limitations set forth herein regarding the maximum number of shares issuable hereunder and the maximum award to any single Participant, the Administrator may ( i ) modify the terms and conditions of Awards granted to Participants employed outside the United States (“ Non-U.S. Awards ”), ( ii ) establish subplans with such modifications as may be necessary or advisable under the circumstances (“ Subplans ”) and ( iii ) take any action which it deems advisable to obtain, comply with or otherwise reflect any necessary governmental regulatory procedures, exemptions or approvals with respect to the Plan. The Administrator’s decision to grant Non-U.S. Awards or to establish Subplans is entirely voluntary, and at the complete discretion of the Administrator. The Administrator may amend, modify or terminate any Subplans at any time, and such amendment, modification or termination may be made without prior notice to the Participants. The Company, its Subsidiaries and Affiliates and members of the Administrator shall not incur any liability of any kind to any Participant as a result of any change, amendment or termination of any Subplan at any time. The benefits and rights provided under any Subplan or by any Non-U.S. Award ( x ) are wholly discretionary and, although provided by either the Company, a Subsidiary or Affiliate, do not constitute regular or periodic payments and ( y ) except as otherwise required under Applicable Laws, are not to be considered part of the Participant’s salary or compensation under the Participant’s employment with the Participant’s local employer for purposes of calculating any severance, resignation, redundancy or other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement benefits, or any other payments, benefits or rights of any kind. If a Subplan is terminated, the Administrator may direct the payment of Non-U.S. Awards (or direct the deferral of payments whose amount shall be determined) prior to the dates on which payments would otherwise have been made, and, in the Administrator’s discretion, such payments may be made in a lump sum or in installments.

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Article IV
SHARES SUBJECT TO PLAN
Section 4.1 Shares Subject to Plan .
(a) Subject to Section 4.3, the aggregate number of Shares which may be issued under this Plan is 6,000,000, all of which may be issued in the form of Incentive Stock Options under the Plan, plus the number of Shares remaining available for issuance as of the Effective Date under the Prior Plan (which shall be transferred into this Plan upon the Effective Date and shall become available for grant under this Plan). The Shares issued under the Plan may be authorized but unissued, or reacquired Company Common Stock. No provision of this Plan shall be construed to require the Company to maintain the Shares in certificated form.
(b) Upon the grant of an Award, the maximum number of Shares set forth in Section 4.1(a) shall be reduced by the maximum number of Shares that are issued or may be issued pursuant to such Award. If any Award under the Plan, the Prior Plan or the Stock Incentive Plan or any portion thereof is for any reason forfeited, canceled, expired or otherwise terminated without the issuance of Shares after the Effective Date, the Shares subject to such forfeited, canceled, expired or otherwise terminated Award or portion thereof shall be available for grant under the Plan; provided that (i) if Shares are tendered to exercise outstanding Awards under the Plan, the Prior Plan or the Stock Incentive Plan or to cover applicable taxes, (ii) if Shares are withheld from issuance with respect to an Award granted under the Plan, the Prior Plan or the Stock Incentive Plan by the Company in satisfaction of any tax withholding or similar obligations or (iii) if Shares are covered by a stock-settled Stock Appreciation Right or other Awards that were not issued upon settlement of the Award, such Shares in each case shall not again be available for grant under the Plan. Awards which the Administrator reasonably determines will be settled in cash shall not reduce the Plan maximum set forth in Section 4.1(a). Notwithstanding the foregoing, and except to the extent required by Applicable Law, Replacement Awards shall not be counted against Shares available for grant pursuant to this Plan.
Section 4.2 Individual Award Limitations . Subject to Section 4.1(a) and Section 4.3, the following individual Award limits shall apply for those Awards intended to qualify as performance-based compensation under Section 162(m) of the Code:
(a) No Participant may be granted more than 2,500,000 Options, SARs or any other Award based solely on the increase in value of the Shares from the date of grant under the Plan in any calendar year.
(b) No Participant may be granted more than 1,500,000 Performance Shares, shares of performance-based Restricted Stock, performance-based Restricted Stock Units or performance-based Dividend Equivalents under the Plan in any calendar year.
(c) No Participant may be granted Performance Units or any other performance-based Award settled in cash under the Plan in any calendar year with a value of more than U.S. $10,000,000 (or the equivalent of such amount denominated in the Participant’s local currency).

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(d) No Director may be granted Awards under the Plan in any calendar year with a value of more than U.S. $500,000 (or the equivalent of such amount denominated in the Director’s local currency); provided that this limitation shall not apply to Awards granted at the election of a Director in lieu of all or a portion of annual cash compensation.
Section 4.3 Changes in Company Common Stock; Disposition of Assets and Corporate Events .
(a) If and to the extent necessary or appropriate to reflect any stock dividend, extraordinary dividend, stock split or share combination or any recapitalization, merger, consolidation, exchange of shares, spin-off, liquidation or dissolution of the Company or other similar transaction affecting the Company Common Stock (each, a “ Corporate Event ”), the Administrator shall adjust the number of shares of Company Common Stock available for issuance under the Plan and the number, class and exercise price (if applicable) or Base Price (if applicable) of any outstanding Award, and/or make such substitution, revision or other provisions or take such other actions with respect to any outstanding Award or the holder or holders thereof, in each case as it determines to be equitable. Without limiting the generality of the foregoing sentence, in the event of any Corporate Event, the Administrator shall have the power to make such changes as it deems appropriate in ( i ) the number and type of shares or other securities covered by outstanding Awards, ( ii ) the prices specified therein (if applicable), ( iii ) the securities, cash or other property to be received upon the exercise, settlement or conversion of such outstanding Awards or otherwise to be received in connection with such outstanding Awards, and ( iv ) and any applicable Performance Goals. After any adjustment made by the Administrator pursuant to this Section 4.3, the number of shares subject to each outstanding Award shall be rounded down to the nearest whole number.
(b) Any adjustment of an Award pursuant to this Section 4.3 shall be effected in compliance with Section 422 and 409A of the Code to the extent applicable.
Section 4.4 Award Agreement Provisions . The Administrator may include such further provisions and limitations in any Award Agreement as it may deem equitable and in the best interests of the Company and its Subsidiaries.
Section 4.5 Prohibition Against Repricing . Except to the extent ( i ) approved in advance by holders of a majority of the Shares entitled to vote generally in the election of directors or ( ii ) pursuant to Section 4.3 as a result of any Corporate Event, the Administrator shall not have the power or authority to reduce, whether through amendment or otherwise, the exercise price of any outstanding Option or Base Price of any outstanding SAR or to grant any new Award, or make any cash payment, in substitution for or upon the cancellation of Options or SARs previously granted.
Section 4.6 Minimum Vesting Requirements . Except as specified herein (including for avoidance of doubt under Article XIII and Article XIV), and in the case of any Award granted under the Plan in respect of an adjustment under Section 4.3, any Replacement Award and any Award granted in exchange for foregoing cash compensation, no Award may vest, in whole or in part, prior to the Participant completing one year of service or the achievement of the performance conditions applicable to the vesting of such Award. Regardless of this Section 4.6, the Administrator may grant awards under the Plan for up to 5% of the number of shares authorized for issuance under Section 4.1 that have terms that do not satisfy this minimum vesting requirement.

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Article V
GRANTING OF OPTIONS AND SARS
AND SALE OF COMPANY COMMON STOCK
Section 5.1 Eligibility . Non-Qualified Stock Options and SARs may be granted to Service Providers. Subject to Section 5.2, Incentive Stock Options may only be granted to Employees.
Section 5.2 Qualification of Incentive Stock Options . No Employee may be granted an Incentive Stock Option under the Plan if such Employee, at the time the Incentive Stock Option is granted, owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any then existing Subsidiary or “parent corporation” (within the meaning of Section 424(e) of the Code) unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code.
Section 5.3 Granting of Options and SARs to Service Providers .
(a) Options and SARs . The Administrator may from time to time:
(i) Select from among the Service Providers (including those to whom Options or SARs have been previously granted under the Plan) such of them as in its opinion should be granted Options and/or SARs;
(ii) Determine the number of Shares to be subject to such Options and/or SARs granted to such Service Provider, and determine whether such Options are to be Incentive Stock Options or Non-Qualified Stock Options; and
(iii) Determine the terms and conditions of such Options and SARs, consistent with the Plan.
(b) SARs may be granted in tandem with Options or may be granted on a freestanding basis, not related to any Option. Unless otherwise determined by the Administrator at the grant date or determined thereafter in a manner more favorable to the Participant, SARs granted in tandem with Options shall have substantially similar terms and conditions to such Options to the extent applicable, or may be granted on a freestanding basis, not related to any Option.
(c) Upon the selection of a Service Provider to be granted an Option or SAR under this Section 5.3, the Administrator shall issue, or shall instruct an authorized officer to issue, such Option or SAR and may impose such conditions on the grant of such Option or SAR as it deems appropriate. Subject to Section 15.2, any Incentive Stock Option granted under the Plan may be modified by the Administrator, without the consent of the Optionee, even if such modification would result in the disqualification of such Option as an “incentive stock option” under Section 422 of the Code.
Section 5.4 Sale of Company Common Stock to Service Providers . The Administrator, acting in its sole discretion, may from time to time designate one or more Service Providers to whom an offer to sell Shares shall be made and the terms and conditions thereof, provided , however , that the price per Share shall not be less than the Fair Market Value of such Shares on the date any such offer is accepted. Each Share sold to a Service

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Provider under this Section 5.4 shall be evidenced by a Subscription Agreement in a form approved by the Administrator, which shall contain terms consistent with the terms hereof. Any Shares sold under this Section 5.4 shall be subject to the same limitations, restrictions and administration hereunder as would apply to any Shares issued pursuant to the exercise of an Option under this Plan including, without limitation, conditions and restrictions set forth in Section 7.6. Unless otherwise determined by the Administrator, Shares acquired pursuant to this Section 5.4 shall also be subject to the terms and conditions of a Subscription Agreement, which shall be accepted and acknowledged by the Participant, including by electronic means.
Article VI
TERMS OF OPTIONS AND SARS
Section 6.1 Award Agreement . Each Option and each SAR shall be evidenced by an Award Agreement, which shall be accepted and acknowledged by the Optionee, including by electronic means, and which shall contain such terms and conditions as the Administrator shall determine, consistent with the Plan. Award Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to qualify such Options as “incentive stock options” under Section 422 of the Code.
Section 6.2 Exercisability and Vesting of Options and SARs .
(a) Each Option and SAR shall vest and become exercisable according to the terms of the applicable Award Agreement, subject to Section 4.6; provided , however , that by a resolution adopted after an Option or SAR is granted the Administrator may, on such terms and conditions as it may determine to be appropriate, accelerate the time at which such Option or SAR or any portion thereof may be exercised.
(b) Except as otherwise provided by the Administrator or in the applicable Award Agreement, no portion of an Option or SAR which is unexercisable on the date that an Optionee incurs a termination of service as a Service Provider shall thereafter become exercisable.
(c) The aggregate Fair Market Value (determined as of the time the Option is granted) of all Shares with respect to which Incentive Stock Options are first exercisable by a Service Provider in any calendar year may not exceed U.S. $100,000 or such other limitation as imposed by Section 422(d) of the Code, or any successor provision. To the extent that Incentive Stock Options are first exercisable by a Participant in excess of such limitation, the excess shall be considered Non-Qualified Stock Options.
(d) SARs granted in tandem with an Option shall become vested and exercisable on the same date or dates as the Options with which such SARs are associated vest and become exercisable. SARs that are granted in tandem with an Option may only be exercised upon the surrender of the right to exercise such Option for an equivalent number of Shares, and may be exercised only with respect to the Shares for which the related Option is then exercisable.
Section 6.3 Option Price and Base Price . Excluding Replacement Awards, the per Share purchase price of the Shares subject to each Option (the “ Option Price ”) and the Base Price of each SAR shall be set by the Administrator and shall be not less than 100% of the Fair Market Value of such Shares on the date such Option or SAR is granted.

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Section 6.4 Expiration of Options and SARs . No Option or SAR may be exercised after the first to occur of the following events:
(a) The expiration of ten (10) years from the date the Option or SAR was granted; or
(b) With respect to an Incentive Stock Option in the case of an Optionee owning (within the meaning of Section 424(d) of the Code), at the time the Incentive Stock Option was granted, more than 10% of the total combined voting power of all classes of stock of the Company or any Subsidiary, the expiration of five (5) years from the date the Incentive Stock Option was granted.
Article VII
EXERCISE OF OPTIONS AND SARS
Section 7.1 Person Eligible to Exercise . During the lifetime of the Optionee, only the Optionee may exercise an Option or SAR (or any portion thereof) granted to him or her; provided , however , that the Optionee’s Eligible Representative may exercise his or her Option or SAR or portion thereof during the period of the Optionee’s Disability. After the death of the Optionee, any exercisable portion of an Option or SAR may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Award Agreement, be exercised by his or her Eligible Representative.
Section 7.2 Partial Exercise . At any time and from time to time prior to the date on which the Option or SAR becomes unexercisable under the Plan or the applicable Award Agreement, the exercisable portion of an Option or SAR may be exercised in whole or in part; provided , however , that the Company shall not be required to issue fractional Shares and the Administrator may, by the terms of the Option or SAR, require any partial exercise to exceed a specified minimum number of Shares.
Section 7.3 Manner of Exercise . Subject to any generally applicable conditions or procedures that may be imposed by the Administrator, an exercisable Option or SAR, or any exercisable portion thereof, may be exercised solely by delivery to the Administrator or its designee of all of the following prior to the time when such Option or SAR or such portion becomes unexercisable under the Plan or the applicable Award Agreement:
(a) Notice in writing delivered by the Optionee or his or her Eligible Representative, stating that such Option or SAR or portion is being exercised, and specifically stating the number of Shares with respect to which the Option or SAR is being exercised (which form of notice shall be provided by the Administrator upon request and may be electronic);
(b) A copy of the Subscription Agreement in use by the Company at the time of exercise (which shall be provided by the Administrator upon request);
(c) (i) With respect to the exercise of any Option, full payment (in cash (through wire transfer only) or by personal, certified, or bank cashier check) of the aggregate Option Price of the Shares with respect to which such Option (or portion thereof) is thereby exercised; or

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(ii) With the consent of the Administrator, ( A ) Shares owned by the Optionee duly endorsed for transfer to the Company or ( B ) Shares issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise equal to the aggregate Option Price of the Shares with respect to which such Option (or portion thereof) is thereby exercised; or
(iii) With the consent of the Administrator, payment of the Option Price through a broker-assisted cashless exercise program established by the Company; or
(iv) With the consent of the Administrator, any form of payment of the Option Price permitted by Applicable Laws and any combination of the foregoing methods of payment.
(d) Full payment to the Company (in cash or by personal, certified or bank cashier check or by any other means of payment approved by the Administrator) of, subject to Section 15.11, all amounts necessary to satisfy any and all Withholding Taxes arising in connection with the exercise of the Option or SAR (notice of the amount of which shall be provided by the Administrator as soon as practicable following receipt by the Administrator of the notice of exercise);
(e) Such representations and documents as the Administrator deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act and any other federal or state securities laws or regulations. The Administrator shall provide the Optionee or Eligible Representative with all such representations and documents as soon as practicable following receipt by the Administrator of the notice of exercise. The Administrator may, in its sole discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and issuing stop-transfer orders to transfer agents and registrars; and
(f) In the event that the Option or SAR or portion thereof shall be exercised as permitted under Section 7.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option or SAR or portion thereof.
Section 7.4 Exercise by the Administrator . If an Optionee has not exercised an Option immediately prior to the expiration of such Option and the Fair Market Value on the date of expiration exceeds the Option Price of such Option, the Administrator may, in its sole discretion, exercise the Option on behalf of the Optionee by causing the exercise price to be paid through a broker-assisted cashless exercise program established by the Company. For the avoidance of doubt, the Administrator will not be required to obtain the Optionee’s consent prior to such exercise, and the Administrator’s exercise of discretion under this Section 7.4 need not be uniform among Optionees, whether or not such persons are similarly situated.
Section 7.5 Optionee Representations . The Administrator, in its sole discretion, may require an Optionee to make certain representations or acknowledgements, on or prior to the purchase of any Shares pursuant to any Option or SAR granted under this Plan, in respect thereof including, without limitation, that the Optionee is acquiring the Shares for an investment purpose and not for resale, and, if the Optionee is an Affiliate, additional acknowledgements regarding when and to what extent any transfers of such Shares may occur.

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Section 7.6 Settlement of SARs . Unless otherwise determined by the Administrator, upon exercise of a SAR, the Participant shall be entitled to receive payment in the form, determined by the Administrator, of Shares, or cash, or a combination of Shares and cash having an aggregate value equal to the amount determined by multiplying:
(a) any increase in the Fair Market Value of one Share on the exercise date over the Base Price of such SAR, by
(b) the number of Shares with respect to which such SAR is exercised;
provided , however , that on the grant date, the Administrator may establish, in its sole discretion, a maximum amount per Share that may be payable upon exercise of a SAR, and provided , further , that in no event shall the value of the Company Common Stock or cash delivered on exercise of a SAR exceed the excess of the Fair Market Value of the Shares with respect to which the SAR is exercised over the Fair Market Value of such Shares on the grant date of such SAR.
Section 7.7 Conditions to Issuance of Shares . The Company shall evidence the issuance of Shares delivered upon exercise of an Option or SAR in the books and records of the Company or in a manner determined by the Company. Notwithstanding the above, the Company shall not be required to effect the issuance of any Shares purchased upon the exercise of any Option or SAR or portion thereof prior to fulfillment of all of the following conditions:
(a) The admission of such Shares to listing on any and all stock exchanges on which such class of Company Common Stock is then listed;
(b) The completion of any registration or other qualification of such Shares under any state or federal law or under the rulings or regulations of the U.S. Securities and Exchange Commission or any other local, state, federal or foreign governmental regulatory body, which the Administrator shall, in its sole discretion, deem necessary or advisable;
(c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its sole discretion, determine to be necessary or advisable; and
(d) The payment to the Company (or any Subsidiary, as applicable) of all amounts which it is required to withhold under Applicable Law in connection with the exercise of the Option or SAR.
The Administrator shall not have any liability to any Optionee for any delay in the delivery of Shares to be issued upon an Optionee’s exercise of an Option or SAR.

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Section 7.8 Rights as Stockholders . The holder of an Option or SAR shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any Shares purchasable upon the exercise of any part of an Option or SAR unless and until such holder has accepted and acknowledged a Subscription Agreement (if provided by the Administrator) and the Shares attributable to the exercise of the Option or SAR have been issued by the Company to such holder.
Section 7.9 Transfer Restrictions . Shares acquired upon exercise of an Option or SAR shall be subject to the terms and conditions of the Subscription Agreement (if any). In addition, the Administrator, in its sole discretion, may set forth in an Award Agreement such further restrictions on the transferability of the Shares purchasable upon the exercise of an Option or SAR as it deems appropriate. Any such restriction may be referred to in the Share register maintained by the Company or otherwise in a manner reflecting its applicability to the Shares. The Administrator may require the Employee to give the Company prompt notice of any disposition of Shares acquired by exercise of an Incentive Stock Option, within two (2) years from the date of granting such Option or one (1) year after the transfer of such Shares to such Employee. The Administrator may cause the Share register maintained by the Company to refer to such requirement.
Article VIII
RESTRICTED STOCK AWARDS AND RESTRICTED STOCK UNIT AWARDS
Section 8.1 Restricted Stock .
(a) Grant of Restricted Stock . The Administrator is authorized to make Awards of Restricted Stock to any Service Provider selected by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator. All Awards of Restricted Stock shall be evidenced by an Award Agreement and Subscription Agreement.
(b) Issuance and Restrictions . Restricted Stock shall be subject to such restrictions on transferability and other restrictions as the Administrator may impose (including, without limitation, limitations on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock). These restrictions may lapse separately or in combination at such times, pursuant to such circumstances, in such installments, or otherwise, as the Administrator determines at the time of the grant of the Award or thereafter.
(c) Issuance of Restricted Stock . The issuance of Restricted Stock granted pursuant to the Plan may be evidenced in such manner as the Administrator shall determine.
Section 8.2 Restricted Stock Units . The Administrator is authorized to make Awards of Restricted Stock Units to any Service Provider selected by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator. At the time of grant, the Administrator shall specify the date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable (subject to Section 4.6), and may specify such conditions to vesting as it deems appropriate, including the requirement of executing a Subscription Agreement. At the time of grant, the Administrator shall specify the settlement date applicable to each grant of Restricted Stock Units which shall be no earlier than the vesting date or dates of the Award and may be determined at the election of the grantee. Unless otherwise provided in an Award Agreement, on the settlement date, the Company shall, subject to the terms of this Plan (including satisfaction of applicable

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Withholding Taxes), transfer to the Participant one Share for each Restricted Stock Unit scheduled to be paid out on such date and not previously forfeited. The Administrator shall specify the purchase price, if any, to be paid by the grantee to the Company for such Shares.
Section 8.3 Rights as a Stockholder . A Participant shall not be, nor have any of the rights or privileges of, a stockholder in respect of Restricted Stock Units awarded pursuant to the Plan unless and until such Participant has accepted and acknowledged a Subscription Agreement (if provided by the Administrator) and the Shares attributable to such Restricted Stock Units have been issued to such Participant.
Article IX
PERFORMANCE SHARES AND PERFORMANCE UNITS
Section 9.1 Grant of Performance Awards . The Administrator is authorized to make Awards of Performance Shares and Performance Units to any Participant selected by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator. All Performance Shares and Performance Units shall be evidenced by an Award Agreement.
Section 9.2 Issuance and Restrictions . The Administrator shall have the authority to determine the Participants who shall receive Performance Shares and Performance Units, the number of Performance Shares and the number and value of Performance Units each Participant receives for any Performance Cycle, and the Performance Goals applicable in respect of such Performance Shares and Performance Units for each Performance Cycle. The Administrator shall determine the duration of each Performance Cycle (and the duration of Performance Cycles may differ from one another), and there may be more than one Performance Cycle in existence at any one time. An Award Agreement evidencing the grant of Performance Shares or Performance Units shall specify the number of Performance Shares and the number and value of Performance Units awarded to the Participant, the Performance Goals applicable thereto, and such other terms and conditions not inconsistent with the Plan as the Administrator shall determine. No Company Common Stock will be issued at the time an Award of Performance Shares is made, and the Company shall not be required to set aside a fund for the payment of Performance Shares or Performance Units.
Section 9.3 Earned Performance Shares and Performance Units . Performance Shares and Performance Units shall become earned, in whole or in part, based upon the attainment of specified Performance Goals or the occurrence of any event or events, as the Administrator shall determine, either in an Award Agreement or thereafter on terms more favorable to the Participant to the extent consistent with Section 162(m). In addition to the achievement of the specified Performance Goals, the Administrator may condition payment of Performance Shares and Performance Units on such other conditions as the Administrator shall specify in an Award Agreement. The Administrator may also provide in an Award Agreement for the completion of a minimum period of service (in addition to the achievement of any applicable Performance Goals) as a condition to the vesting of any Performance Share or Performance Unit Award.
Section 9.4 Rights as a Stockholder . A Participant shall not have any rights as a stockholder in respect of Performance Shares or Performance Units awarded pursuant to the Plan (including, without limitation, the right to vote on any matter submitted to the Company’s stockholders) until such time as the Participant has accepted and acknowledged a Subscription Agreement (if provided by the Administrator) and the Shares

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attributable to such Performance Shares or Performance Units have been issued to such Participant or his or her beneficiary.
Section 9.5 Performance Goals . The Administrator shall establish the Performance Goals that must be satisfied in order for a Participant to receive an Award for a Performance Period or for an Award of Performance Shares or Performance Units to be earned or vested. At the discretion of the Administrator, the Performance Goals may be based upon (alone or in combination and whether gross or net, before or after taxes and/or before or after other adjustments, as determined by the Administrator for the Performance Period): ( a ) net or operating income (before or after taxes); ( b ) earnings before taxes, interest, depreciation, and/or amortization (“ EBITDA ”); ( c ) EBITDA excluding charges for stock compensation, management fees, restructurings and impairments (“ Adjusted EBITDA ”); ( d ) basic or diluted earnings per share or improvement in basic or diluted earnings per share; ( e ) sales (including, but not limited to, total sales, net sales or revenue growth); ( f ) net operating profit; ( g ) financial return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales, or revenue); ( h ) cash flow measures (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment); ( i ) productivity ratios (including but not limited to measuring liquidity, profitability or leverage); ( j ) share price (including, but not limited to, growth measures and total shareholder return); ( k ) expense/cost management targets; ( l ) margins (including, but not limited to, operating margin, net income margin, cash margin, gross, net or operating profit margins, EBITDA margins, Adjusted EBITDA margins); ( m ) operating efficiency; ( n ) market share or market penetration; ( o ) customer targets (including, but not limited to, customer growth, customer retention or customer satisfaction); ( p ) working capital targets or improvements; ( q ) economic value added; ( r ) balance sheet metrics (including, but not limited to, inventory, inventory turns, receivables turnover, net asset turnover, debt reduction, retained earnings, year-end cash, cash conversion cycle, ratio of debt to equity or to EBITDA); ( s ) workforce targets (including but not limited to diversity goals, employee engagement or satisfaction, employee retention, and workplace health and safety goals); ( t ) implementation, completion or attainment of measurable objectives with respect to research and development, key products or key projects, lines of business, acquisitions and divestitures and strategic plan development and/or implementation; ( u ) comparisons with various stock market indices, peer companies or industry groups or classifications with regard to one more of these criteria; or, in the case of ( A ) persons who are not “covered employees” under Section 162(m) of the Code or ( B ) Awards (whether or not to “covered employees”) not intended to qualify as performance-based compensation under Section 162(m) of the Code, such other criteria as may be determined by the Administrator.
Performance Goals may be established on a Company-wide basis or with respect to one or more business units, divisions, Subsidiaries, or products and may be expressed in absolute terms, or relative to ( i ) current internal targets or budgets, ( ii ) the past performance of the Company (including the performance of one or more Subsidiaries, divisions or operating units), ( iii ) the performance of one or more similarly situated companies, ( iv ) the performance of an index covering a peer group of companies or ( v ) other external measures of the selected performance criteria. Any performance objective may measure performance on an individual basis, as appropriate. The Administrator may provide for a threshold level of performance below which no Shares or compensation will be granted or paid in respect of Performance Shares or Performance Units, and a maximum level of performance above which no additional Shares or compensation will be granted or paid in respect of Performance Shares or Performance Units, and it may provide for differing amounts of Shares or compensation to be granted or paid in respect of Performance Shares or Performance Units for different levels of performance. When establishing Performance Goals for a Performance Cycle, the Administrator may

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determine that any or all “unusual or infrequently occurring items” as determined under U.S. generally accepted accounting principles and as identified in the financial statements, notes to the financial statements or management’s discussion and analysis in the annual report, including, without limitation, the charges or costs associated with restructurings of the Company, discontinued operations, unusual or infrequently occurring items, capital gains and losses, dividends, Share repurchases, other unusual, infrequently occurring or non-recurring items, and the cumulative effects of accounting changes shall be excluded from the determination as to whether the Performance Goals have been met. Except in the case of Awards to “covered employees” intended to qualify as performance-based compensation under Section 162(m) of the Code, the Administrator may also adjust the Performance Goals for any Performance Cycle as it deems equitable in recognition of unusual or non-recurring events affecting the Company, changes in applicable tax laws or accounting principles, or such other factors as the Administrator may determine.
Section 9.6 Special Rule for Performance Goals . If, at the time of grant, the Administrator intends a Performance Share Award, Performance Unit or other Performance Award to qualify as performance-based compensation within the meaning of Section 162(m) of the Code, the Administrator must establish Performance Goals for the applicable Performance Cycle prior to the ninety-first (91st) day of the Performance Cycle (or by such other date as may be required under Section 162(m) of the Code) but not later than the date on which 25% of the Performance Cycle has elapsed.
Section 9.7 Negative Discretion . Notwithstanding anything in this Article IX to the contrary, the Administrator shall have the right, in its absolute discretion, ( i ) to reduce or eliminate the amount otherwise payable to any Participant under Section 9.9 based on individual performance or any other factors that the Administrator, in its discretion, shall deem appropriate and ( ii ) to establish rules or procedures that have the effect of limiting the amount payable to each Participant to an amount that is less than the maximum amount otherwise authorized under the Award or under the Plan.
Section 9.8 Affirmative Discretion . Notwithstanding any other provision in the Plan to the contrary, but subject to the maximum number of Shares available for issuance under Article IV of the Plan, ( i ) the Administrator shall have the right, in its discretion, to grant an Award in cash, Shares or other Awards, or in any combination thereof, to any Participant (except for Awards intended to qualify as performance-based compensation under Section 162(m) of the Code) in a greater amount than would apply under the applicable Performance Goals, based on individual performance or any other criteria that the Administrator deems appropriate and ( ii ) in connection with the hiring of any person who is or becomes a “covered employee” as defined in Section 162(m)(3) of the Code, the Administrator may provide for a minimum bonus amount in any Performance Cycle, regardless of whether Performance Goals are attained. Notwithstanding any provision of the Plan to the contrary, in no event shall the Administrator have, or exercise, discretion with respect to a Performance Award intended to qualify as performance-based compensation under Section 162(m) of the Code if such discretion or the exercise thereof would cause such qualification not to be available.
Section 9.9 Certification of Attainment of Performance Goals . As soon as practicable after the end of a Performance Cycle and prior to any payment or vesting in respect of such Performance Cycle, the Administrator shall certify in writing the number of Performance Shares or other Performance Awards and the number and value of Performance Units that have been earned or vested on the basis of performance in relation to the established Performance Goals.

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Section 9.10 Payment of Awards . Payment or delivery of Company Common Stock with respect to earned Performance Shares and earned Performance Units shall be made to the Participant or, if the Participant has died, to the Participant’s Eligible Representative, as soon as practicable after the expiration of the Performance Cycle and the Administrator’s certification under Section 9.9 and (unless an applicable Award Agreement shall set forth one or more other dates) in any event no later than the earlier of ( i ) two and one-half (2 ½) months after the end of the fiscal year in which the Performance Cycle has ended and ( ii ) ninety (90) days after the expiration of the Performance Cycle. The Administrator shall determine and set forth in the applicable Award Agreement whether earned Performance Shares and the value of earned Performance Units are to be distributed in the form of cash, Shares or in a combination thereof, with the value or number of Shares payable to be determined based on the Fair Market Value of the Company Common Stock on the date of the Administrator’s certification under Section 9.9 or such other date specified in the Award Agreement. The Administrator may set forth in an Award Agreement conditions with respect to the award or delivery of Shares, including conditioning the vesting of such Shares on the performance of additional service.
Section 9.11 Newly Eligible Participants . Notwithstanding anything in this Article IX to the contrary, the Administrator shall be entitled to make such rules, determinations and adjustments as it deems appropriate with respect to any Participant who becomes eligible to receive Performance Shares, Performance Units or other Performance Awards after the commencement of a Performance Cycle.
Article X
DEFERRED SHARE UNITS
Section 10.1 Grant . Subject to Article III, the Administrator is authorized to make awards of Deferred Share Units to any Participant selected by the Administrator at such time or times as shall be determined by the Administrator without regard to any election by the Participant to defer receipt of any compensation or bonus amount payable to him. The grant date of any Deferred Share Unit under the Plan will be the date on which such Deferred Share Unit is awarded by the Administrator or on such other future date as the Administrator shall determine in its sole discretion. Upon the grant of Deferred Share Units pursuant to the Plan, the Company shall establish a notional account for the Participant and will record in such account the number of Deferred Share Units awarded to the Participant. No Shares will be issued to the Participant at the time an award of Deferred Share Units is granted. Subject to Article III and Applicable Law (including Section 409A of the Code), Deferred Share Units may become payable on a Corporate Event, termination of employment or on a specified date or dates set forth in the Award Agreement evidencing such Deferred Share Units.
Section 10.2 Rights as a Stockholder . A Participant shall not be, nor have any of the rights and privileges of, a stockholder of the Company in respect of Deferred Share Units awarded pursuant to the Plan unless and until such time as the Participant has accepted and acknowledged a Subscription Agreement (if provided by the Administrator) and the Shares attributable to such Deferred Share Units have been issued to such Participant.
Section 10.3 Vesting . Unless the Administrator provides otherwise at the grant date or provides thereafter in a manner more favorable to the Participant and subject to Section 4.6, Deferred Share Units shall be fully vested and nonforfeitable when granted.

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Section 10.4 Further Deferral Elections . A Participant may elect to further defer receipt of Shares issuable in respect of Deferred Share Units (or an installment of an Award) for a specified period or until a specified event and in a manner consistent with Section 409A of the Code, subject in each case to the Administrator’s approval and to such terms as are determined by the Administrator, all in its sole discretion. Subject to any exceptions adopted by the Administrator in accordance with Applicable Law (including Section 409A of the Code), such election must generally be made at least twelve (12) months prior to the prior settlement date of such Deferred Share Units (or any such installment thereof) and must defer settlement for at least five (5) years after such prior settlement date. A further deferral opportunity does not have to be made available to all Participants, and different terms and conditions may apply with respect to the further deferral opportunities made available to different Participants.
Section 10.5 Settlement . Subject to this Article X, upon the date specified in the Award Agreement evidencing the Deferred Share Units, for each such Deferred Share Unit the Participant shall receive, as specified in the Award Agreement (and subject to satisfaction of applicable Withholding Taxes), (i) a cash payment equal to the Fair Market Value of one (1) Share as of such payment date, (ii) one (1) Share or (iii) any combination of clauses (i) and (ii).
Article XI
OTHER STOCK-BASED AWARDS
Section 11.1 Grant of Stock-Based Awards . The Administrator is authorized to make Awards of other types of equity-based or equity-related awards (“ Stock-Based Awards ”) not otherwise described by the terms of the Plan in such amounts and subject to such terms and conditions as the Administrator shall determine. All Stock-Based Awards shall be evidenced by an Award Agreement. Such Stock-Based Awards may be granted as an inducement to enter the employ of the Company or any Subsidiary or in satisfaction of any obligation of the Company or any Subsidiary to an officer or other key employee, whether pursuant to this Plan or otherwise, that would otherwise have been payable in cash or in respect of any other obligation of the Company. Such Stock-Based Awards may entail the transfer of actual Shares, or payment in cash or otherwise of amounts based on the value of Shares and may include, without limitation, Awards designed to comply with or take advantage of the Applicable Laws of jurisdictions other than the United States.
Section 11.2 Automatic Grants for Directors . Consistent with the Company's Director compensation programs, the Administrator may institute, by resolution, grants of automatic Awards to new and continuing Directors, with the number and type of such Awards, the frequency of grant and all related terms and conditions, including any applicable vesting conditions, as determined by the Administrator in its sole discretion, subject to Section 4.6.

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Article XII
DIVIDEND EQUIVALENTS
Section 12.1 Generally . Dividend Equivalents may be granted to Participants at such time or times as shall be determined by the Administrator. Dividend Equivalents may be granted in tandem with other Awards, in addition to other Awards, or freestanding and unrelated to other Awards. The grant date of any Dividend Equivalents under the Plan will be the date on which the Dividend Equivalent is awarded by the Administrator, or such other date permitted by Applicable Laws as the Administrator shall determine in its sole discretion. Dividend Equivalents may, at the discretion of the Administrator, be fully vested and nonforfeitable when granted or subject to such vesting conditions as determined by the Administrator. For the avoidance of doubt, Dividend Equivalents with respect to Awards shall not be fully vested until the Awards have been earned and shall be forfeited if the related Award is forfeited. Dividend Equivalents shall be evidenced in writing, whether as part of the Award Agreement governing the terms of the Award, if any, to which such Dividend Equivalent relates, or pursuant to a separate Award Agreement with respect to freestanding Dividend Equivalents, in each case, containing such provisions not inconsistent with the Plan as the Administrator shall determine, including customary representations, warranties and covenants with respect to securities law matters.
Article XIII
TERMINATION AND FORFEITURE
Section 13.1 Termination for Cause . Unless otherwise determined by the Administrator at the grant date and set forth in the Award Agreement covering the Award or otherwise in writing or determined thereafter in a manner more favorable to the Participant, if a Participant’s employment or service terminates for Cause, all Options and SARs, whether vested or unvested, and all other Awards that are unvested or unexercisable or otherwise unpaid (or were unvested or unexercisable or unpaid at the time of occurrence of Cause) shall be immediately forfeited and canceled, effective as of the date of the Participant’s termination of service.
Section 13.2 Termination for Any Other Reason . Unless otherwise determined by the Administrator at the grant date and set forth in the Award Agreement covering the Award or otherwise in writing or determined thereafter in a manner more favorable to the Participant, if a Participant’s employment or service terminates for any reason other than Cause:
(a)  Treatment of Unvested Awards . If a Participant’s employment or service is terminated, all Awards that are unvested or unexercisable shall be immediately forfeited and canceled, effective as of the date of the Participant’s termination of service, provided that if a Participant’s employment or service is terminated in a Special Termination, any Awards that are unvested or unexercisable shall vest, as of the effective date of such Special Termination, on a pro rata basis, in an amount (taken together with other Awards of the same type that were granted on the same date) equal to the product of ( x ) the number of unvested Awards then held by the Participant that would have vested if the Participant’s employment or service with the Company or a Subsidiary had continued until the next following anniversary of such Award’s grant date (which for Performance Awards shall be the number

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of Performance Awards that would have vested on the basis of actual achievement of the Performance Goals applicable to such Awards for the applicable Performance Cycle) multiplied by ( y ) a fraction, the numerator of which is the number of days that have elapsed from the later of the grant date of such Award or the most recent anniversary of such grant date and the denominator of which is 365;
(b)  Treatment of Vested Awards .
(i)  Options and SARs . All Options and SARs that are vested shall remain outstanding until ( i ) in the case of retirement at normal retirement age, two (2) years after the effective date of the Participant’s retirement, ( ii ) in the case of a termination by the Company without Cause or a termination by the Participant for Good Reason, one hundred and eighty (180) days after the effective date of such termination, ( iii ) in the case of a Special Termination, twelve (12) months after the effective date of such termination, and ( iv ) in the case of any other termination of employment (other than a termination by the Company for Cause), ninety (90) days after the effective date of the Participant’s termination, or ( z ) the Award’s normal expiration date, whichever is earlier, after which any unexercised Options and SARs shall immediately terminate; and
(ii)  Other Awards . All Awards other than Options and SARs that are vested shall be treated as set forth in the applicable Award Agreement (or in any more favorable manner determined by the Administrator).
Section 13.3 Post-Termination Informational Requirements . Before the settlement of any Award following termination of employment or service, the Administrator may require the Participant (or the Participant’s Eligible Representative, if applicable) to make such representations and provide such documents as the Administrator deems necessary or advisable to effect compliance with Applicable Law and determine whether the provisions of Section 13.1 or Section 13.4 may apply to such Award.
Section 13.4 Forfeiture of Awards . Awards (and gains earned or accrued in connection with Awards) shall be subject to such generally applicable policies as to forfeiture and recoupment (including, without limitation, upon the occurrence of material financial or accounting errors, financial or other misconduct or Competitive Activity) as may be adopted by the Administrator or the Board from time to time and communicated to Participants. Any such policies may (in the discretion of the Administrator or the Board) be applied to outstanding Awards at the time of adoption of such policies, or on a prospective basis only. The Participant shall also forfeit and disgorge to the Company any Awards granted or vested and any gains earned or accrued due to the exercise of Options or SARs or the sale of any Company Common Stock to the extent required by Applicable Law or regulations in effect on or after the Effective Date, including Section 304 of the Sarbanes-Oxley Act of 2002 and Section 10D of the Exchange Act. For the avoidance of doubt, the Administrator shall have full authority to implement any policies and procedures necessary to comply with Section 10D of the Exchange Act and any rules promulgated thereunder. The implementation of policies and procedures pursuant to this Section 13.4 and any modification of the same shall not be subject to any restrictions on amendment or modification of Awards.
Section 13.5 Clawbacks . Awards shall be subject to any generally applicable clawback policy adopted by the Administrator, the Board or the Company that is communicated to the Participants or any such policy

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adopted to comply with Applicable Law, including any other applicable clawback or recovery provision required by any Applicable Law.
Article XIV
CHANGE IN CONTROL
Section 14.1 Unless otherwise expressly provided in an Award Agreement, subject to Section 14.2, no cancellation, acceleration of vesting or other payment shall occur in connection with a Change in Control with respect to any (i) unvested or unexercisable Award and/or (ii) if reasonably determined in good faith by the Administrator prior to the occurrence of the Change in Control, vested Awards, and such Award shall be honored or assumed, or new rights substituted therefor following the Change in Control (such honored, assumed or substituted award, an “Alternative Award”), provided that any Alternative Award must (x) give the Participant who held such Award rights and entitlements substantially equivalent to or better than the rights and terms applicable under such Award immediately prior to the Change in Control, including, without limitation, an identical or better schedule as to vesting and/or exercisability and that Alternative Awards that are stock options have identical or better methods of payment of the exercise price thereof; (y) as to any service-based vesting requirement applicable to the Award, provide for full vesting of the Alternative Award, if within eighteen (18) months following a Change in Control, the Participant’s employment or service is terminated by the Company without Cause or by the Participant for Good Reason during the remaining vesting period thereof; and (z) as to any performance-based vesting requirement applicable to the Award, provide for vesting of the Alternative Award at target levels, if within eighteen (18) months following a Change in Control, the Participant’s employment or service is terminated by the Company without Cause or by the Participant for Good Reason during the remaining vesting period thereof. If a Participant’s employment or service is terminated by the Company without Cause or by the Participant for Good Reason within three (3) months prior to the occurrence of a Change in Control, the Participant shall be treated, solely for the purposes of this Plan (including, without limitation, this Article XIV) as continuing in the employment or service of the Company or the applicable Subsidiary until the occurrence of such Change in Control, and to have been terminated immediately thereafter. If the Administrator determines in connection with a Change in Control that performance-based vesting requirements applicable to an Award will no longer operate as intended following the Change in Control or will no longer provide the intended incentive, the Administrator may modify such performance-based vesting requirements or impose new performance-based vesting requirements so long as the Administrator determines that such modified or new performance-based vesting requirements are not materially more difficult to achieve than the performance-based vesting requirements applicable to the Award immediately prior to the Change in Control.
Notwithstanding this Section 14.1, if the securities underlying the Alternative Award are not publicly traded, ( i ) the acquisition, holding and disposition of the shares underlying the Alternative Award may be subject to such terms and conditions as are established by the Administrator prior to the Change in Control and ( ii ) the Company or the acquiror in such Change in Control shall be required to repurchase any vested Alternative Awards or securities underlying such Alternative Awards following termination of employment (other than termination for Cause or other circumstances resulting in the forfeiture of such Alternative Awards in accordance with Section 13.4 or an applicable award agreement) for cash or marketable securities equal to the fair market value of the securities subject to such Alternative Award on the effective date of termination

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(and, in the case of Alternative Awards that are stock options or stock appreciation rights, in excess of the exercise price or base price that the Participant would be required to pay in respect of such Alternative Award).
Section 14.2 Except as otherwise provided in this Article XIV or in an Award Agreement or thereafter on terms more favorable to a Participant, if the Administrator reasonably determines in good faith, prior to the occurrence of a Change in Control, that no Alternative Awards will be provided upon a Change in Control:
(a) each unvested Award (other than Performance Awards and freestanding Dividend Equivalents not granted in connection with another Award) shall vest;
(b) each outstanding Option and SAR shall be canceled in exchange for a payment equal to the excess, if any, of the Change in Control Price over the applicable Option Price or Base Price;
(c) Shares underlying all Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units, and other Stock-Based Awards that are vested (as provided in this Section 14.2 or otherwise) shall be issued or released to the Participant holding such Award, except to the extent that the Administrator has determined, in accordance with authority granted to it by the Plan or the applicable Award Agreement to settle such Award in cash in lieu of shares;
(d) Each outstanding Performance Award shall be treated as provided in the individual Award Agreement governing such Performance Award; and
(e) all freestanding Dividend Equivalents not granted in connection with another Award shall be cancelled without payment therefor.
To the extent any portion of the Change in Control Price is payable other than in cash and/or other than at the time of the Change in Control, equity holders under the Plan may (to the extent consistent with Section 409A) receive the same time and form of payment in the Change in Control in the same proportion as the Company’s stockholders, or the Administrator may, in its sole discretion, cause equity holders under the Plan to be paid in cash at the time of the Change in Control. For avoidance of doubt, upon a Change in Control the Administrator may cancel Options and SARs for no consideration if the aggregate Fair Market Value of the Shares subject to Options and SARs is less than or equal to the Option Price of such Options or the Base Price of such SARs.
Section 14.3 Section 409A . Notwithstanding the discretion in Sections 14.1 and 14.2, if any Award is subject to Section 409A of the Code and an Alternative Award would be deemed a non-compliant modification of such Award under Section 409A, then no Alternative Award shall be provided and such Award shall instead be treated as provided in Section 14.2 or in the Award Agreement (or in such other manner determined by the Administrator that is a compliant modification under Section 409A).
Article XV
OTHER PROVISIONS
Section 15.1 Awards Not Transferable . Unless otherwise agreed to in writing by the Administrator, no Award or interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the

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Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law, by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided , however , that nothing in this Section 15.1 shall prevent transfers by will or by the applicable laws of descent and distribution or, with the prior approval of the Company’s General Counsel or the Administrator, estate planning transfers.
Section 15.2 Amendment, Suspension or Termination of the Plan or Award Agreements .
(a) The Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator; provided that without the approval by a majority of the shares entitled to vote at a duly constituted meeting of shareholders of the Company, no amendment or modification to the Plan may ( i ) except as otherwise expressly provided in Section 4.3, increase the number of Shares subject to the Plan or the individual Award limitations specified in Section 4.2; ( ii ) modify the class of persons eligible for participation in the Plan; ( iii ) modify the prohibition against repricing in Section 4.5; or ( iv ) materially modify the Plan in any other way that would require shareholder approval under Applicable Law.
(b) Except as otherwise expressly provided in the Plan, neither the amendment, suspension nor termination of the Plan shall, without the consent of the holder of the Award, adversely alter or impair any rights or obligations under any Award theretofore granted. Except as provided by Section 4.3, notwithstanding the foregoing, the Administrator at any time, and from time to time, may amend the terms of any one or more existing Award Agreements, provided , however , that the rights of a Participant under an Award Agreement shall not be adversely impaired without the Participant’s written consent. The Company shall provide a Participant with notice of any amendment made to such Participant’s existing Award Agreement in accordance with the terms of this Section 15.2(b).
(c) Notwithstanding any provision of the Plan to the contrary, in no event shall adjustments made by the Administrator pursuant to Section 4.3 or the application of Section 13.4, Section 14.1, Section 14.2, Section 15.6 or Section 15.12 to any Participant constitute an amendment of the Plan or of any Award Agreement requiring the consent of any Participant.
(d) No Award may be granted during any period of suspension or after termination of the Plan, and in no event may any Award be granted under this Plan after the expiration of ten (10) years from the Effective Date.
Section 15.3 Effect of Plan upon Other Award and Compensation Plans . The adoption of this Plan shall not affect any other compensation or incentive plans in effect for the Company or any of its Subsidiaries. Nothing in this Plan shall be construed to limit the right of the Company or any of its Subsidiaries ( a ) to establish any other forms of incentives or compensation for Service Providers or ( b ) to grant or assume options or restricted stock other than under this Plan in connection with any proper corporate purpose, including, but not by way of limitation, the grant or assumption of options or restricted stock in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, firm or association.

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Section 15.4 At-Will Employment . Nothing in the Plan or any Award Agreement hereunder shall confer upon the Participant any right to continue as a Service Provider of the Company or any of its Subsidiaries or shall interfere with or restrict in any way the rights of the Company and any of its Subsidiaries, which are hereby expressly reserved, to discharge any Participant at any time for any reason whatsoever, with or without Cause.
Section 15.5 Titles . Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Plan.
Section 15.6 Conformity to Securities Laws . The Plan is intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated under any of the foregoing, to the extent the Company, any of its Subsidiaries or any Participant is subject to the provisions thereof. Notwithstanding anything herein to the contrary, the Plan shall be administered, and Awards shall be granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and Awards granted hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.
Section 15.7 Term of Plan . The Plan shall become effective upon the date of initial shareholder approval of the Plan (the “ Effective Date ”) and shall continue in effect, unless sooner terminated pursuant to Section 15.2, until the tenth (10th) anniversary of the Effective Date. The provisions of the Plan shall continue thereafter to govern all outstanding Awards. In the event the Plan is not approved by the shareholders on or before June 1, 2017, the Plan shall be null and void and the Prior Plan shall continue in force.
Section 15.8 Governing Law . To the extent not preempted by federal law, the Plan shall be construed in accordance with and governed by the laws of the State of Delaware regardless of the application of rules of conflict of law that would apply the laws of any other jurisdiction.
Section 15.9 Severability . In the event any portion of the Plan or any action taken pursuant thereto shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provisions had not been included, and the illegal or invalid action shall be null and void.
Section 15.10 Governing Documents . In the event of any express contradiction between the Plan and any Award Agreement or any other written agreement between a Participant and the Company or any Subsidiary that has been approved by the Administrator, the express terms of the Plan shall govern, unless it is expressly specified in such Award Agreement or other written document that such express provision of the Plan shall not apply.
Section 15.11 Withholding Taxes . In addition to any rights or obligations with respect to Withholding Taxes under the Plan or any applicable Award Agreement, the Company or any Subsidiary employing a Service Provider shall have the right to withhold from the Service Provider, or otherwise require the Service Provider or an assignee to pay, any Withholding Taxes arising as a result of grant, exercise, vesting or settlement of any Award or any other taxable event occurring pursuant to the Plan or any Award Agreement, including, without limitation, to the extent permitted by law, the right to deduct any such Withholding Taxes from any payment of any kind otherwise due to the Service Provider or to take such other actions (including, without limitation,

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withholding any Shares or cash deliverable pursuant to the Plan or any Award) as may be necessary to satisfy all or any portion of such Withholding Taxes; provided , however , that in the event that the Company withholds Shares issued or issuable to the Participant to satisfy all or any portion of the Withholding Taxes, the Company shall withhold a number of whole Shares having a Fair Market Value, determined as of the date of withholding, not in excess of such amount as may be necessary to avoid liability award accounting and any remaining amount shall be remitted in cash or withheld; and provided , further , that with respect to any Award subject to Section 409A of the Code, in no event shall Shares be withheld pursuant to this Section 15.11 (other than upon or immediately prior to settlement in accordance with the Plan and the applicable Award Agreement) other than to pay taxes imposed under the U.S. Federal Insurance Contributions Act (“ FICA ”) and any associated U.S. federal withholding tax imposed under Section 3401 of the Code and in no event shall the value of such Shares (other than upon immediately prior to settlement) exceed the amount of the tax imposed under FICA and any associated U.S. federal withholding tax imposed under Section 3401 of the Code. The Participant shall be responsible for all Withholding Taxes and other tax consequences of any Award.
Section 15.12 Section 409A . To the extent that the Administrator determines that any Award is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate any terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the adoption of the Plan. Notwithstanding any provision of the Plan to the contrary, in the event that following the adoption of the Plan, the Administrator determines that any Award may be subject to Section 409A of the Code and related regulations and Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the adoption of the Plan), the Administrator may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to ( a ) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, ( b ) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance or ( c ) comply with any correction procedures available with respect to Section 409A of the Code. Notwithstanding anything else contained in this Plan or any Award Agreement to the contrary, if a Service Provider is a “specified employee” as determined pursuant to Section 409A under any Company Specified Employee policy in effect at the time of the Service Provider’s “separation from service” (as determined under Section 409A) or, if no such policy is in effect, as defined in Section 409A of the Code), then, to the extent necessary to comply with, and avoid imposition on such Service Provider of any tax penalty imposed under, Section 409A of the Code, any payment required to be made to a Service Provider hereunder upon or following his or her separation from service shall be delayed until the first to occur of ( i ) the six (6)-month anniversary of the Service Provider’s separation from service and ( ii ) the Service Provider’s death. Should payments be delayed in accordance with the preceding sentence, the accumulated payment that would have been made but for the period of the delay shall be paid in a single lump sum during the ten (10)-day period following the lapsing of the delay period. No provision of this Plan or an Award Agreement shall be construed to indemnify any Service Provider for any taxes incurred by reason of Section 409A (or timing of incurrence thereof), other than an express indemnification provision therefor.

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Section 15.13 Notices . Except as provided otherwise in an Award Agreement, all notices and other communications required or permitted to be given under this Plan or any Award Agreement shall be in writing and shall be deemed to have been given if delivered personally, sent by email or any other form of electronic transfer approved by the Administrator, sent by certified or express mail, return receipt requested, postage prepaid, or by any recognized international equivalent of such delivery, ( i ) in the case of notices and communications to the Company, to 3075 Highland Parkway, Suite 200, Downers Grove, IL 60515 to the attention of the Corporate Secretary of the Company or ( ii ) in the case of a Participant, to the last known address, or email address or, where the individual is an employee of the Company or one of its Subsidiaries, to the individual’s workplace address or email address or by other means of electronic transfer acceptable to the Administrator. All such notices and communications shall be deemed to have been received on the date of delivery, if sent by email or any other form of electronic transfer, at the time of dispatch or on the third (3rd) business day after the mailing thereof.
Section 15.14 No Fractional Shares . No fractional Shares shall be issued or delivered pursuant to the Plan or any Award Agreement. In such instance, unless the Administrator determines to round payments up to the nearest whole Share, determines that payment shall be made in cash in lieu of such fractional Shares based on the Fair Market Value of a Share at such time, or determines otherwise, fractional Shares and any rights thereto shall be forfeited or otherwise eliminated.
Section 15.15 Unfunded Plan . The Plan shall be unfunded. Neither the Company, the Board nor the Administrator shall be required to establish any special or separate fund or to segregate any assets to assure the performance of its obligations under the Plan.
Section 15.16 Successors . Any obligations of the Company or any Employee under the Plan with respect to Awards granted hereunder, shall be binding on any successor to the Company or Employer, respectively, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company or Employer, as applicable.
* * * * * * *

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Univar Inc. Executive Annual Bonus Plan
I.  Purposes
The purposes of the Univar Inc. Executive Annual Bonus Plan (the “ Plan ”), are to retain and motivate certain executive officers of the Company or any of its Subsidiaries who have been designated by the Committee (as defined below) to participate in the Plan by providing them with the opportunity to earn performance-based incentive payments. It is intended that all amounts payable to Participants who are “covered employees” within the meaning of Section 162(m) of the Code will constitute “qualified performance-based compensation” within the meaning of the U.S. Treasury regulations promulgated thereunder, and the Plan and the terms of any Awards hereunder shall be so interpreted and construed to the maximum extent possible. It is intended that the Plan shall not be the sole bonus or incentive arrangement in which the Participants shall participate with respect to a Performance Period, and that the Committee shall in its sole discretion use whatever individual or corporate performance goals it determines to use, including but not limited to goals under the Company’s Management Incentive Plan, as amended from time to time, or any other incentive arrangement or bonus plan that the Board or Committee may establish or adopt from time to time, to pay a lesser amount with respect to an Award than the maximum amount specified herein, subject to the terms and conditions set forth herein.
II.  Certain Definitions
“ Adjusted EBITDA ” shall mean, for a Performance Period, Adjusted EBITDA as publicly described and reported by the Company in its filings with the Securities Exchange Commission as of the most recent date prior to the end of the Designation Period for such Performance Period, subject to any adjustments made by the Committee pursuant to the following sentence. In determining Adjusted EBITDA for a Performance Period, the Committee may exclude any or all “unusual or infrequently occurring items” as determined under U.S. generally accepted accounting principles and as identified in the terms of the Company’s credit facilities, financial statements, notes to the financial statements or management’s discussion and analysis in the annual report, including, without limitation, the charges or costs associated with restructurings of the Company or its Subsidiaries, discontinued operations, unusual or infrequently occurring items, capital gains and losses, dividends, share repurchases, or other unusual, infrequently occurring or non-recurring items and the cumulative effects of accounting changes, so long as such determination is made in a manner (and at a time) permitted by Section 162(m) of the Code. If Adjusted EBITDA is negative for a fiscal year that is included within a Performance Period of more than one fiscal year, Adjusted EBITDA for purposes of this Plan shall be deemed to be zero for that fiscal year.
“ Award ” shall mean any incentive payment made to a Participant pursuant to the Plan.
“ Board ” shall mean the Board of Directors of the Company.
“ Code ” shall mean the Internal Revenue Code of 1986, as amended.
“ Committee ” shall mean the Compensation Committee of the Board or such other committee or subcommittee designated by the Board that satisfies any then applicable requirements of the principal national stock exchange on which the common stock of the Company is then traded to constitute a compensation committee, and which, as to any compensation intended to qualify as performance-based compensation under Section 162(m) of the Code, shall consist of two or more members, each of whom is an “outside director” within the meaning of Section 162(m) of the Code.
“ Company ” shall mean Univar Inc., a Delaware corporation and any successor thereto.
“ Covered Employee ” means any “covered employee” as defined in Section 162(m) of the Code.
“ Designation Period ” shall mean, with respect to any Performance Period, a period commencing on or before the first day of the Performance Period and ending not later than the earlier of ( i ) ninety (90) days after the commencement of the Performance Period and ( ii ) the date on which twenty-five percent (25%) of the Performance Period has been completed. Any action required to be taken within a Designation Period may be taken at a later date if permissible under Section 162(m) of the Code.
“ Participant ” shall mean, for a Performance Period, the Company’s Chief Executive Officer, the Company’s Chief Financial Officer, the Presidents of each of the Company’s operating divisions or Subsidiaries, and any other executive officer of the Company or any Subsidiary who is designated to participate in the Plan by the Committee on or before the end of the Designation Period (or such later date, if any, as permitted under Code Section 162(m)).
“ Performance Period ” shall mean the fiscal year of the Company; provided , however , that the Committee may designate that the Performance Period for an Award be more than one fiscal year (with any such designation by the Committee to be made within the time period permitted under Code Section 162(m)).
“ Plan ” shall mean the Univar Inc. Executive Annual Bonus Plan as set forth herein, as it may be amended from time to time.
“ Section 162(m) of the Code ” means Section 162(m) of the Code, as amended from time to time, and the applicable rules and regulations promulgated thereunder.
“ Section 409A of the Code ” means Section 409A of the Code, as amended from time to time, and the applicable rules and regulations promulgated thereunder.
“ Subsidiary ” shall mean any entity that is directly or indirectly controlled by the Company or any entity in which the Company directly or indirectly has at least a 50% equity interest.
III.  Administration
3.1.     General. The Plan shall be administered by the Committee, which shall have the full power and authority to interpret, construe, amend and administer the Plan and any Award granted hereunder (including reconciling any inconsistencies, correcting any defaults and addressing any omissions). The Committee’s interpretation, construction, amendments and administration of the Plan and all its determinations hereunder shall be final, conclusive and binding on all persons for all purposes.
3.2.     Powers and Responsibilities. The Committee shall have the following discretionary powers, rights and responsibilities in addition to those described in Section 3.1:
(a)    to designate within the Designation Period the Participants for a Performance Period;
(b)    to determine the amounts of the Awards and any other material terms and conditions applicable to the Awards;
(c)    to decide whether, and under what circumstances and subject to what terms, Awards are to be paid on a deferred basis, including whether such a deferred payment shall be made solely at the Committee’s discretion or whether a Participant may elect deferred payment, in each case, so long as such deferral or deferral election is permissible under, and complies, with the requirements set forth in Section 409A of the Code; and
(d)    to adopt, revise, suspend, waive or repeal, when and as appropriate, in its sole and absolute discretion, such administrative rules, guidelines and procedures for the Plan as it deems necessary or advisable to implement the terms and conditions of the Plan, so long as permitted under Section 162(m) of the Code.
3.3.     Delegation of Power. The Committee may delegate some or all of its power and authority hereunder to the Chief Executive Officer or other executive officer of the Company as the Committee deems appropriate; provided , however , that with respect to any person who is a Covered Employee or who, in the Committee’s judgment, is likely to be a Covered Employee at any time during the applicable Performance Period, only the Committee shall be permitted to ( i ) designate such person to participate in the Plan for such Performance Period, ( ii ) determine the amount of such person’s Award for such Performance Period and ( iii ) take any other action required to be taken under Section 162(m) of the Code. Notwithstanding the foregoing, no Participant shall make decisions under the Plan with respect to his or her own compensation under the Plan, including, without limitation, regarding his or her own Award.
3.4.     Limitations on Discretion. It is the intention that Awards under the Plan qualify as qualified performance-based compensation under Section 162(m) of the Code and that all payments made under the Plan be excluded from the deduction limitations contained in Section 162(m) of the Code. The Plan shall be construed at all times in favor of its meeting the exception for qualified performance-based compensation contained in Section 162(m) of the Code. Accordingly, the Committee shall have no discretion under this Plan (including, without limitation, with respect to adjustments to Adjusted EBITDA) if the actual exercise of such discretion or the ability to exercise such discretion would cause any Award to fail to qualify as qualified performance-based compensation under Section 162(m) of the Code. Therefore, if any Plan provision is found not to be in compliance with the exception for qualified performance-based compensation, that provision shall be deemed amended so that the Plan does so comply to the extent permitted by law and deemed advisable by the Committee.
IV.  Awards
4.1.     Determination of Award Amounts. The maximum aggregate Award payable under the Plan in respect of a Performance Period (a) shall not exceed 5% of the Company’s Adjusted EBITDA for such Performance Period to all Participants collectively and (b) shall not exceed 2% of the Company’s Adjusted EBITDA for such Performance Period to each Participant individually. The amount of each Participant’s Award for a Performance Period shall be determined by the Committee, acting in its sole discretion subject to the maximum amount set forth above. For the avoidance of doubt, the Committee, acting in its sole discretion using whatever individual or corporate performance goals it determines to use, may determine to pay a lesser amount with respect to an Award than the maximum amount specified herein. However, no Participant shall receive payment with respect to an Award unless Adjusted EBITDA in respect of the applicable Performance Period exceeds zero. To the extent that Awards are expressed as a percentage of Adjusted EBITDA, the exercise of negative discretion with respect to one Participant shall not operate to result in an increase in payment to any other Participant.
4.2.     Timing of Payment. Subject to Sections 3.2(c) and (d), payment in respect of an Award under the Plan shall be in cash and shall be paid as soon as practicable after the end of the Performance Period, but no later than March 15 of the year immediately following the end of the fiscal year that is coincident with the Performance Period (or, in the case of a Performance Period which is more than one fiscal year, no later than March 15 of the year immediately following the end of the last fiscal year in the Performance Period). As conditions to the right of a Participant to receive an Award, ( i ) the Committee shall first certify in writing the Company’s Adjusted EBITDA (which must be greater than zero) and that the Award has been determined in accordance with the provisions of the Plan and ( ii ) such Participant must be employed by the Company on the payment date. Notwithstanding clause (ii) of the preceding sentence but subject to the other terms and conditions of the Plan and to the extent consistent with Section 162(m) of the Code, the Committee may make an Award payment to a Participant whose employment terminates prior to the end of the Performance Period, whether pursuant to an individual agreement between the Participant and the Company or its Subsidiary or otherwise.
V.  General
5.1.     Effective Date and Term of Plan. The Plan shall become effective with respect to fiscal years of the Company beginning on or after January 1, 2018, subject to Section 5.16. The Plan shall remain in effect until it is terminated by the Board or the Committee pursuant to Section 5.2.
5.2.     Amendment and Termination. The Board or the Committee may at any time amend, suspend, discontinue or terminate the Plan (which for avoidance of doubt may include any exercise of negative discretion to reduce the value of an Award); provided, however , that no such action shall include any exercise of positive discretion with respect to Awards in violation of the limitations set forth in Section 3.4 hereof. This Section 5.2 shall not be interpreted to give the Board or the Committee any discretion or the ability to exercise any discretion that would cause any Award to fail to qualify as qualified performance-based compensation under Section 162(m) of the Code. To the extent determined by the Committee to be necessary to continue to qualify the amounts payable hereunder to Covered Employees as performance-based compensation for purposes of Section 162(m) of the Code, effectiveness of actions taken by the Board under this Section 5.2 shall be subject to approval by the shareholders of the Company.
5.3.     Non-Transferability of Awards. No Award under the Plan shall be transferable other than by will, the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company (including the procedures in Section 5.7, if applicable). Except to the extent permitted by the foregoing sentence, no Award may be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of any such Award, such Award and all rights thereunder shall immediately become null and void.
5.4.     Tax Withholding. The Company and each Subsidiary shall have the right and power to deduct from all amounts paid to a Participant (whether under the Plan or otherwise), or to require a Participant to remit to the Company promptly upon notification of the amount due, an amount sufficent to satisfy all federal, state, local and foreign taxes or other obligations required by law to be withheld or paid with respect to any Award.
5.5.     Payment by a Subsidiary. The Company may satisfy its obligations under the Plan with respect to a Participant by causing any Subsidiary to make the payment to which such Participant is entitled under the Plan.
5.6.     No Right of Participation or Employment. No person shall have any right to participate in the Plan. Neither the Plan nor any Award shall confer upon any person any right to continued employment by the Company, any Subsidiary or any affiliate of the Company or affect in any manner the right of the Company, any Subsidiary or any affiliate of the Company to terminate the employment of any person at any time without liability hereunder.
5.7.     Designation of Beneficiary. If permitted by the Company, a Participant may file with the Committee a written designation of one or more persons as such Participant’s beneficiary or beneficiaries (both primary and contingent) in the event of the Participant’s death. Each beneficiary designation shall become effective only when filed in writing with the Committee during the Participant’s lifetime on a form prescribed by the Committee. The spouse of a married Participant domiciled in a community property jurisdiction shall join in any designation of a beneficiary other than such spouse. The filing with the Committee of a new beneficiary designation shall cancel all previously filed beneficiary designations. If a Participant fails to designate a beneficiary, or if all designated beneficiaries of a Participant predecease the Participant, then each outstanding Award shall be payable to the Participant’s executor, administrator, legal representative or similar person.
5.8.     Governing Law. The Plan and each Award, and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws.
5.9.     Other Plans. Award payments under the Plan shall not be treated as compensation for purposes of any other compensation or benefit plan, program or arrangement of the Company or any of its Subsidiaries, unless either ( i ) such other plan provides compensation such as Award payments made pursuant to the Plan are to be considered as compensation thereunder or ( ii ) the Board or the Committee so determines in writing. Neither the adoption of the Plan nor the submission of the Plan to the Company’s stockholders for their approval shall be construed as limiting the power of the Board or the Committee to adopt such other incentive arrangements as it may otherwise deem appropriate. For avoidance of doubt, the Plan is not exclusive of any other bonus or incentive arrangements that may be established, adopted or maintained by the Company at any time and from time to time.
5.10.     Binding Effect. The Plan shall be binding upon the Company and its successors and assigns and the Participants and their beneficiaries, personal representatives and heirs. If the Company becomes a party to any merger, consolidation or reorganization, then the Plan shall remain in full force and effect as an obligation of the Company or its successors in interest, unless the Plan is amended or terminated pursuant to Section 5.2.
5.11.     Forfeiture of Awards under Applicable Laws or Regulations. Awards granted under the Plan shall be subject to clawback policies as the Company may adopt or approve from time to time or as required by applicable law, regulation or stock exchange rule. Pursuant to such clawback policies, the Company may ( i ) cancel, reduce, or require a Participant to forfeit any Award granted under the Plan or ( ii ) require a Participant to reimburse or disgorge to the Company any amounts received pursuant to the payment of an Award granted under the Plan, in each case, to the extent not prohibited by applicable law, regulation or stock exchange rule in effect on or after the effective date of the Plan.
5.12.     Unfunded Plan; Plan Not Subject to ERISA. The Plan is an unfunded plan and Participants shall have the status of unsecured creditors of the Company. The Plan is not intended to be subject to the Employee Retirement Income and Security Act of 1974, as amended.
5.13.     Limitation Period for Claims. Any person who believes he or she is being denied any benefit or right under the Plan may file a written notice with the Committee. Any claim must be delivered to the Committee within forty-five (45) days of the later of the payment date of the award or the specific event giving rise to the claim. Untimely claims will not be processed and shall be deemed denied. The Committee will notify the Participant of its decision in writing as soon as administratively practicable. Claims not responded to by the Committee in writing within ninety (90) days of the date the written claim is delivered to the Committee shall be deemed denied. The Committee’s decision is final and conclusive and binding on all persons. No lawsuit relating to the Plan may be filed before a written claim is filed with the Committee and is denied or deemed denied and any lawsuit must be filed within one year of such denial or deemed denial or be forever barred.
5.14.     409A Compliance. The Plan is intended to provide for payments that are exempt from the provisions of Section 409A of the Code to the maximum extent possible and otherwise to be administered in a manner consistent with the requirements, where applicable, of Section 409A of the Code. Where reasonably possible and practicable, the Plan shall be administered in a manner to avoid the imposition on Participants of immediate tax recognition and additional taxes pursuant to Section 409A of the Code. Notwithstanding the foregoing, neither the Company nor the Committee, nor any of the Company’s directors, officers or employees shall have any liability to any person in the event Section 409A of the Code applies to any payment or right under the Plan in a manner that results in adverse tax consequences for the Participant or any of his beneficiaries or transferees. Notwithstanding any provision of the Plan to the contrary, the Board or the Committee may unilaterally amend, modify or terminate the Plan or any right hereunder if the Board or Committee determines, in its sole discretion, that such amendment, modification or termination is necessary or advisable to comply with applicable U.S. law, as a result of changes in law or regulation or to avoid the imposition of an additional tax, interest or penalty under Section 409A of the Code.
5.15.     Severability. If any provision of the Plan is held unenforceable, the remainder of the Plan shall continue in full force and effect without regard to such unenforceable provision and shall be applied as though the unenforceable provision were not contained in the Plan.
5.16.     Stockholder Approval . The Plan shall be submitted to the stockholders of the Company for approval at the meeting of the stockholders to be held in May 2017. The effectiveness of the Plan is subject to such stockholder approval.

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Univar Inc. Omnibus Waiver regarding Whistleblower Protections
Univar Inc. and its subsidiaries (collectively, the “ Company ”) are party to agreements, plans, programs, policies and arrangements with current and former employees, members and agents of the Company, including but not limited to employment, confidentiality, separation, release, settlement, equity, restrictive covenant, consulting and other similar agreements (collectively, the “ Employee Arrangements ”). This Omnibus Waiver (the “ Waiver ”) has been approved by the Compensation Committee of the Board of Directors of Univar Inc. as of May 3, 2017 (the “ Effective Date ”) in accordance with whistleblower provisions under applicable U.S. federal, state, local and non-U.S. law and regulation.
This Waiver applies with respect to all Employee Arrangements in effect as of the Effective Date. This Waiver shall be deemed to amend and become a part of the terms and provisions of each of the Employee Arrangements and the terms and provisions of this Waiver will prevail in the event of any conflicting terms or provisions in the Employee Arrangements. This Waiver is intended to waive any and all rights of the Company to enforce the terms and provisions of any Employee Arrangement that may be deemed to violate whistleblower provisions under applicable U.S. federal, state, local and non-U.S. laws and regulations.
Waiver of Rights under Employee Arrangements
The Company hereby waives any and all rights it may now or in the future have to enforce the terms and provisions of any Employee Arrangement that:

(i)	preclude or prohibit any employee or former employee of the Company from recovering monetary damages from the government under Section 21F of the Securities Exchange Act of 1934, as amended;	

(ii)	limit the ability or right of any employee or former employee of the Company to disclose possible violations of applicable U.S. federal, state, local and non-U.S. law or regulation to, file a charge or complaint with, or participate in an investigation or proceeding conducted by, any governmental agency or entity, or make other disclosures that are protected under the whistleblower provisions of applicable U.S. federal, state and non-U.S. law or regulation; and	

(iii)	require any such employee or former employee to seek authorization from, or to provide notice to, the Company or any of its affiliates prior to or after taking any of the actions described in subclause (ii) above.	
Interpretation and Administration
The Compensation Committee of the Board and the General Counsel of the Company has the authority to administer, interpret and construe this Waiver.

Univar Inc. 
By: /s/ Stephen N. Landsman 
                 Name: Stephen N. Landsman 
                 Title: Executive Vice President, General Counsel & Secretary 

Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) OF THE EXCHANGE ACT, AS AMENDED,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Stephen D. Newlin, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Univar Inc.	
		
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
		
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
		
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:	
		
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
		
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
		
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
		
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and	
		
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):	
		
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	
		
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	

	
			
Date: May 5, 2017	By: /s/  Stephen D. Newlin	 	
 	 Stephen D. Newlin	 	
 	 Chief Executive Officer	 	

Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) OF THE EXCHANGE ACT, AS AMENDED,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Carl J. Lukach, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Univar Inc.	
		
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
		
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
		
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:	
		
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
		
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
		
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
		
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and	
		
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):	
		
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	
		
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	

	
			
Date: May 5, 2017	By: /s/  Carl J. Lukach	 	
 	Carl J. Lukach	 	
 	Executive Vice President and Chief Financial Officer	 	

Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q (the “Report”) for the quarter ended March 31, 2017 , I, Stephen D. Newlin, Chief Executive Officer of Univar Inc. (the “Company”), certify that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	
	
/s/ STEPHEN D. NEWLIN	
Stephen D. Newlin	
Chief Executive Officer	
May 5, 2017	

This certification accompanies the Report and shall not, except to the extent required by the Exchange Act, be deemed filed by the Company. A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or it staff upon request.

Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q (the “Report”) for the quarter ended March 31, 2017 , I, Carl J. Lukach, Executive Vice President and Chief Financial Officer of Univar Inc. (the “Company”), certify that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	
	
/s/ CARL J. LUKACH	
Carl J. Lukach	
Executive Vice President and Chief Financial Officer	
May 5, 2017	

This certification accompanies the Report and shall not, except to the extent required by the Exchange Act, be deemed filed by the Company. A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or it staff upon request.