Document

Exhibit 10.35

August 21, 2020
John C. Fortson
[Address]
Dear John, 
We are pleased to provide written confirmation of our offer of employment with Ingevity Corporation (“Ingevity”) as President and Chief Executive Officer reporting to Ingevity’s Board of Directors based at our global headquarters in North Charleston, South Carolina, effective September 1, 2020.  Additionally, should you accept this offer, you will be appointed to the Board of Directors on September 1, 2020. 
Your compensation for this position will be $68,750.00 monthly, ($825,000.00 annually) paid on the last working day of each month. In addition to your base salary, you will be eligible to participate in the following Company plans and programs: 
a.Annual Short - Term Incentive Plan: Your annual incentive target for this position will be 100% of your base salary beginning with the 2020 plan year. Your target for this position will be prorated based on your start date and your annual incentive target for your current position will be pro-rated based on the January 1-August 31, 2020 period, and the prorated annual incentive for both positions earned for the 2020 plan year (if any) will be paid in 2021, subject to satisfactory performance against objectives associated with the plan in which you participate. Payouts under the Ingevity Incentive Plan are funded primarily by Ingevity financial performance and directly influenced by your individual performance and may range from 0% to 200%. 
b.Long-Term Incentive Program: You will be eligible to participate in Ingevity’s performance based Long-Term Incentive Program, beginning with awards granted in 2021, with a target level of 275% of your base salary for your total target award opportunity under the 2021 Long-Term Incentive Program. Awards under this Program are not automatic and are based on job performance, anticipated future contributions, and other factors. Awards are at the sole discretion of the Compensation Committee of the Board of Directors. 
i.The type and mix of Long-Term Incentive Program Awards are subject to change, as determined by the Compensation Committee.  By way of illustration only, equity awards granted in 2020 under the Company’s Long-Term Incentive Program generally consisted of:
1.25% Service-based restricted stock units (RSUs) with 3-year ratable vesting
2.50% Performance-based restricted stock units (PSUs) with 3-year cliff vesting
a.PSUs may vest between 0% and 200% based on the company’s financial attainment against pre-established metrics over the 3-year performance period
3.25% Non-qualified stock options with 3-year ratable vesting
c.Equity Award: Additionally, you will receive a one-time equity award recognizing your promotion in the amount of $700,000 of PSUs on the first trading day of the month coincident with your start date.  This award uses the same targets as the PSU grant you received in February 2020 and will vest in accordance with the 2020 PSU terms and conditions.    
d.Severance and Change of Control Agreement:  You will be entitled to severance protections in accordance with, and subject to the terms and conditions of, the Severance and Change of Control Agreement enclosed herewith.
e.You will remain eligible to participate in Ingevity’s Health and Welfare, Retirement Savings, Deferred Compensation Plan, Vacation and other benefit plans. 
The above stated plans or programs are reviewed periodically, and may be amended based on Company goals, business needs and legal requirements. 
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Compliance with Section 409A
It is intended that the provisions of this letter agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and all arrangements set forth herein shall be construed, interpreted and implemented in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A; provided, however, that the tax treatment of benefits under this letter agreement is not warranted or guaranteed.  
For purposes of any payments to be made upon your termination of employment, such term will mean your “separation from service” as defined under Section 409A.  In the event that any payments under this letter agreement constitute “deferred compensation” subject to Section 409A and you are a “specified employee” as defined under Section 409A, no such payments will be made until six (6) months following your termination of employment, or if earlier, the date of your death.  Any such payments that are delayed will be paid six (6) months following your termination, or, if earlier, the date of your death.  
Eligibility / Employment At Will 
The above stated offer is contingent upon a satisfactory background check. 
All employment at Ingevity, contingent or otherwise, is at-will. All policies, manuals or similar documents are meant to be an explanation of policies or programs and do not change the terms of your at-will employment. Either you or Ingevity may terminate your employment at any time. 
Other Ingevity Policies
As President and Chief Executive Officer, you will be subject to Ingevity’s Stock Ownership Guidelines, as in effect from time to time.  Currently, the Stock Ownership Guidelines require that you achieve stock ownership at a level equal to five times your base salary, and that you to retain 50 percent of the net shares received under Long-Term Incentive Plan awards until that stock ownership level is met.
Any compensation paid to you shall be subject to recoupment pursuant to the terms of any recoupment policy the Company may adopt and as such policy may be from time to time amended.  
More information about Ingevity’s stock ownership guidelines, recoupment policy and other applicable Company policies (including Ingevity’s Insider Trading Policy and Code of Conduct) will be reviewed upon acceptance of this offer.  
John, on behalf of the Board of Directors of the Company, we look forward to working together with you to drive marketing leading strategic growth and building a strong and enduring culture for our employees.
If the terms of this offer are acceptable, please indicate your agreement by signing, dating and returning this offer letter and the enclosed Severance and Change of Control Agreement to me by August 22, 2020.   
Best,
/s/ Richard B. Kelson
______________________
Richard B. Kelson / August 21, 2020 / 8:15 AM
Chairman of the Board, and Interim President and Chief Executive Officer
ACCEPTED AND AGREED:  
/s/ John C. Fortson 
______________________
Name:  John C. Fortson
Date: August 21, 2020 / 9:23 AM
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