Form of Performance-Based Unit Award Agreement (ROIC, Packaging Gross Profit Dollar Growth & Relative TSR Modifier)

This certifies that Veritiv Corporation (the “Company”) grants to the Grantee named below, subject to the provisions of the Veritiv Corporation 2014 Omnibus Incentive Plan (the “Plan”) and this Performance-Based Unit Award Agreement (this “Award Agreement”), including the attached terms and conditions (which are incorporated herein and made a part of this Award Agreement), an Award of the target number of units (the “Performance-Based Units”) set forth below on the Grant Date set forth below. Capitalized terms used but not defined in this Award Agreement shall have the meanings assigned to such terms in the Plan. This Award represents the contingent right to receive a cash incentive equal to all, a portion or a multiple (not to exceed 200%) of the target number of Performance-Based Units, subject to the achievement of the applicable Performance Goals based on ROIC, Packaging GP$ Growth and Relative TSR (each as defined below) and the other terms and conditions of this Award Agreement and the Plan. The amount of such incentive paid to the Grantee will be equal to $1.00 multiplied by the number of Performance-Based Units that become earned and vested pursuant to the terms of this Award Agreement.

Name of Grantee:    [[FIRSTNAME]] [[LASTNAME]]

Performance-Based Units:   [[SHARESGRANTED]]

Grant Date:     [[GRANTDATE]]

IN WITNESS WHEREOF, the Company has caused this Award Agreement to be executed by its duly authorized officer as of the Grant Date, and the Grantee has also executed this Award Agreement.

VERITIV CORPORATION

__________________________________

By:

I acknowledge that I have received a copy of the Plan and that I have carefully reviewed the terms of this Award Agreement (including the attached terms and conditions) and wish to be eligible to receive the Award described herein. I agree to comply with the terms of this Award Agreement (including the attached terms and conditions) in order to be eligible to receive this Award.

GRANTEE

___________________________________

Veritiv Corporation (the “Company”) has granted an Award of Performance-Based Units under the Plan to the Grantee named in this Award Agreement, subject to the provisions of the Plan and the terms and conditions set out below, which are incorporated into and made a part of this Award Agreement. Capitalized terms used but not defined in this Award Agreement shall have the meanings set forth in the Plan.

(a)Return on Invested Capital. Subject to the TSR Modifier determined in accordance with Section 2 below, [ ] percent [ ](%) of the Performance-Based Units granted pursuant to this Award Agreement shall be earned based on the achievement of specified levels of ROIC (as defined below) for each of the Company’s[ ], [ ] and [ ] fiscal years (each a “Performance Period,” and collectively the “Performance Period”), in accordance with the following performance matrix specifying the applicable threshold, target and maximum performance and Achievement Levels for each Performance Period. Following the end of each Performance Period, the Administrator shall determine the level of achievement for such Performance Period, calculated as a percentage of the target level (the “Achievement Level”). After the end of the final Performance Period, but prior to the application of the TSR Modifier, the Administrator shall calculate the payout percentage of the portion of the Award relating to ROIC, which shall be equal to the average of the Achievement Levels for each of the Performance Periods. For purposes of this Agreement, “ROIC” shall mean the Company’s (i) Net Operating Profit for the Performance Period, divided by the sum of (ii) Average Net Working Capital for the four fiscal quarters during the Performance Period and (iii) Average Property, Plant and Equipment for the four fiscal quarters during the Performance Period, each as determined by the Administrator in a manner consistent with the Company’s financial statements. “Net Operating Profit” shall mean Adjusted EBITDA (Earnings before interest, income taxes, depreciation and amortization, restructuring charges, integration and acquisition, stock-based compensation expense, changes in the LIFO reserve, non-restructuring asset impairment charges, non-restructuring severance charges, non-restructuring pension charges, net, fair value adjustments related to contingent liabilities assumed in mergers and acquisitions and certain other adjustments) minus depreciation minus amortization and then multiplied by 0.74.

* For performance between the established levels, the Achievement Level will be based on linear interpolation between such levels.

(b)Packaging Gross Profit Dollar Growth. Subject to the TSR Modifier determined in accordance with Section 2 below, [ ] percent ([ ]%) of the Performance-Based Units granted pursuant to this Award Agreement shall be earned based on the achievement of specified levels of Packaging GP$ Growth (as defined below) for each of the Company’s [ ], [ ] and [ ] Performance Periods, in accordance with the following performance matrix specifying the applicable threshold, target and maximum performance and Achievement Levels for each Performance Period). Following the end of each Performance Period, the Administrator shall determine the Achievement Level for such Performance Period, calculated as a percentage of the target level. After the end of the final Performance Period, but prior to the application of the TSR Modifier, the Administrator shall calculate the payout percentage of the portion of the Award relating to Packaging GP$ Growth, which shall be equal to the average of the Achievement Levels for each of the Performance Periods. For purposes of this Agreement, “Packaging GP$ Growth” shall mean Net Sales for the Packaging segment minus cost of products sold for the Packaging segment and excluding the impact of LIFO (last in, first out) accounting of inventory for the Performance Period, as determined by the Administrator in a manner consistent with the Company’s financial statements.

* For performance between the established levels, the Achievement Level will be based on linear interpolation between such levels.

(c)With respect to each of the Performance Goals set forth above, the Administrator may in its sole discretion modify the Performance Goal or the related minimum acceptable level of achievement, in whole or in part, as the Administrator deems appropriate and equitable (i) to reflect a change in the business, operations, corporate structure or capital structure of the Company or its Affiliates, the manner in which it conducts its business, or other events or circumstances; or (ii) in the event that the Grantee’s responsibilities materially change.

"Relative TSR Performance" means the percentile ranking of the Company’s Total Shareholder Return among the members of the TSR Comparator Group during the Measurement Period. For purposes of determining Relative TSR Performance:

(i)the companies included in the TSR Comparator Group shall be determined at the beginning of the Measurement Period;

(ii)in the event of a stock split or recapitalization of the Company or any member of the TSR Comparator Group, the average trading price of a share of such company’s common stock as of the beginning of the Measurement Period will be adjusted appropriately;

(iii)in the event of the bankruptcy, delisting, or liquidation of a member of the TSR Comparator Group, such member will be deemed to have a total shareholder return equal to -100%;

(iv)in the event of the public announcement of an acquisition or privatization of a member of the TSR Comparator Group during the first two years of the Measurement Period, such member will be deemed not to be a member of the TSR Comparator Group, effective as of the beginning of the Measurement Period;

(v)in the event of the public announcement of an acquisition or privatization of a member of the TSR Comparator Group during the third year of the Measurement Period, the total shareholder return of such member and the Company will be determined as of the date of such public announcement and such member shall be ranked either above or below the Company at such time and for the remainder of the Measurement Period;

(vi)in the event a member of the TSR Comparator Group enters into a definitive agreement to be acquired by the Company or one of its subsidiaries, such member will be deemed not to be a member of the TSR Comparator Group, effective as of the beginning of the Measurement Period;

(vii)in the event that the total shareholder return of the Company is within 1/10th of a percent of the total shareholder return of a member of the TSR Comparator Group, then the Company will be ranked above such member of the TSR Comparator Group.

"TSR Comparator Group" means the following companies: [ ]

"Total Shareholder Return” means, with respect to the period beginning January 1, [ ] and ending December 31, [ ] (the “Measurement Period”), the cumulative total shareholder return calculated with respect to each of the Company and each member of the TSR Comparator Group, which shall be expressed as a percentage equal to (a) the appreciation in the common stock price of the company from the beginning of the Measurement Period to the end of the Measurement Period (or such other period as specified herein), plus dividends deemed reinvested in company common stock on a monthly basis, divided by (b) the common stock price of the company at the beginning of the Measurement Period. For this purpose, stock prices at the beginning and end of the Measurement Period (or such other period as specified herein) will be determined using the trailing average closing stock price during the 30 days prior to the beginning and end of such period, as applicable.

(a)As soon as practicable after the last day of the Performance Period, the Administrator shall determine the extent, if any, to which each of the applicable Performance Goals has been satisfied and shall determine the number (if any) of Performance-Based Units that have been earned in accordance with this Award Agreement, which earned Performance-Based Units shall be paid to the Grantee not later than March 15th of the year following the last day of the Performance Period. Each Performance-Based Unit earned and vested pursuant to this Award Agreement shall represent the contingent right to receive a cash payment of $1.00, subject to the terms and conditions of the Plan and this Award Agreement.

(b)Except as otherwise provided in Sections 4(b) or 4(d) hereof, the Performance-Based Units allocated to a Performance Period shall be forfeited automatically without further action or notice to the extent that such Performance-Based Units are not earned pursuant to this Award Agreement based upon the achievement of the Performance Goal for the applicable Performance Period.

(a)The Performance-Based Units (if any) that are earned pursuant to this Award Agreement shall become vested and nonforfeitable provided that the Grantee remains in the continuous employment or other service of the Company and its Subsidiaries through the date on which payment of the Performance-Based Units is made, except as otherwise provided herein.

(b)Notwithstanding Section 4(a), if the Grantee’s continuous employment or other service with the Company and its Subsidiaries terminates prior to the payment of the Performance-Based Units as a result of the Grantee’s death, a pro rata portion of the Performance-Based Units shall become vested, determined by multiplying the target number of Performance-Based Units by a fraction, the numerator of which is the number of days of continuous employment or other service completed by the Grantee after the Grant Date and the denominator of which is 1096.

(c)Notwithstanding Section 4(a), if the Grantee’s continuous employment or other service with the Company and its Subsidiaries terminates prior to the payment of the Performance-Based Units (i) as a result of the Grantee’s Disability or Retirement (defined as the Grantee’s voluntary termination of employment with the consent of the Administrator (or the Administrator’s delegate) at or after age 60 with at least five years of service with the Company and its Subsidiaries) or (ii) if the Grantee is a participant in the Company’s Executive Severance Plan, under any other circumstances that would entitle the Grantee to the accelerated vesting of

an equity or equity-based award pursuant to the terms of such plan, a pro rata portion of the Performance-Based Units shall become vested, determined by multiplying the number of Performance-Based Units that would have been earned pursuant to Section 2 and Section 3 hereof, based upon actual achievement of the applicable Performance Goals if the Grantee had remained in the continuous employment or other service of the Company and its Subsidiaries through the last day of the Performance Period, by a fraction, the numerator of which is the number of days of continuous employment or other service completed by the Grantee after the Grant Date and the denominator of which is 1096.

(d)In the event of a Change in Control prior to the payment of the Performance-Based Units:

(i)If the Performance-Based Units are honored, assumed or substituted in the form of an Alternative Award, and the Grantee’s continuous employment or other service with the Company and its Subsidiaries is terminated after the Change in Control and prior to the payment of the Performance-Based Units (A) by the Company or a Subsidiary without Cause, or (B) if the Grantee is covered by a severance plan, employment agreement or offer letter with the Company or a Subsidiary that provides for severance benefits in the event of a termination by the Grantee for Good Reason, by the Grantee for Good Reason, then the Performance-Based Units, to the extent not previously vested or forfeited, will vest, without pro ration and effective upon such termination of the Grantee’s employment with the Company and its Subsidiaries, as follows: (x) with respect to any Performance Period completed prior to the date of such termination of employment, the number of Performance-Based Units earned pursuant to Section 2 and Section 3 hereof, shall be based upon actual achievement of the applicable Performance Goals with respect to such Performance Period, and (y) with respect to any Performance Period not completed prior to the date of such termination of employment, the number of Performance-Based Units earned pursuant to Section 2 and Section 3 hereof shall be determined as though the Performance Goals were satisfied at the target level of performance.

(ii)If the Performance-Based Units are not honored, assumed or substituted in the form of an Alternative Award, then the target number of Performance-Based Units will vest in full, without pro ration, effective upon such Change in Control.

(e)For purposes of this Section 4, the continuous employment or other service of the Grantee with the Company and its Subsidiaries shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an Employee of the Company and its Subsidiaries, by reason of the transfer of his or her employment or other service among the Company and its Subsidiaries.

(a)Except as otherwise provided in Section 4 of this Award Agreement or as otherwise determined by the Committee or as otherwise provided in the Grantee’s employment agreement (if any) with the Company or a Subsidiary (including, without limitation, an offer letter), or as otherwise provided in a Company severance or other agreement (if any) to which the Grantee is a party or a participant, the Performance-Based Units will automatically be forfeited without further action by the Company or the Grantee if the Grantee’s employment or other service with the Company and its Subsidiaries terminates for any reason (including, without

limitation, in the event of termination of the Grantee’s employment or other service by the Company or a Subsidiary for Cause) prior to the payment of the Performance-Based Units.

(b)If the Company determines that the Grantee has committed an act of Misconduct either during employment or other service or within 180 days thereafter, the Company or Affiliate may cause the Performance-Based Units to be forfeited or, if paid, the Company shall be entitled to repayment of the Performance-Based Units previously paid under this Award Agreement within 30 days of the issuance of a letter by the Company to the Grantee claiming such Misconduct and demand for repayment. For purposes of this Award Agreement, “Misconduct” shall be determined by the Company in its sole discretion and shall include, but not be limited to, any act detrimental to the business or reputation of the Company, any act determined to be a deliberate disregard of the Company’s or Affiliate’s rules or policies, or any violation of any confidentiality, non-solicitation or non-competition restriction applicable to the Grantee.

(c)The Company shall have the sole and absolute discretion to take action or not to take action pursuant to this Section 5 upon discovery of Misconduct, and its determination not to take action in any particular instance shall not in any way limit its authority to cause the forfeiture of the Performance-Based Units or to recoup the Award by sending a notice in any other instance.

(d)The Performance-Based Units shall be subject to any generally applicable policies as to forfeiture, recoupment or “clawback” adopted by the Company or an Affiliate that are communicated to the Grantee or any such policy adopted to comply with applicable law.

(e)Further, as a convenience and benefit to the Grantee in facilitating the repayment, the Grantee hereby authorizes the Company or Affiliate to withhold funds from any remaining payroll compensation, including pay for unused vacation, to be applied toward any repayment pursuant to this Section 5, where the law allows.