In order to increase alignment with shareholders, on September 14, 2017, the Compensation Committee of the Board of Directors of Valvoline Inc. (“Valvoline”) approved and granted stock-settling restricted stock unit awards (“Awards”) under the 2016 Valvoline Inc. Incentive Plan (the “Plan”) to certain senior executive officers of Valvoline, including the following named executive officers of Valvoline: Mary Meixelsperger, Chief Financial Officer; Craig A. Moughler, SVP, International & Product Supply; Heidi J. Matheys, Chief Marketing Officer; and Frances E. Lockwood, Chief Technology Officer. Each such executive was granted an Award with respect to 12,500 shares of Valvoline’s common stock. The Awards cliff vest on September 14, 2020, subject to the Award recipient remaining employed by Valvoline through the vesting date; provided that the Compensation Committee retains the discretion to accelerate vesting in connection with a termination of employment and, in the event of a change in control of Valvoline (as defined in the Plan), vesting of the Award will accelerate if the award is not continued after the change in control or, if continued, if the recipient is terminated within one year following the change in control. The Awards accrue dividends that are reinvested into additional restricted stock units and vest if and when the Award vests. to the terms of the Awards, each recipient is subject to non-compete and non-solicitation covenants during employment and for 24-month following termination.