0001193125-21-253977 Sample Contracts

FORM OF EMPLOYEE MATTERS AGREEMENT by and between INTERNATIONAL PAPER COMPANY (“Parent”) and SYLVAMO CORPORATION (“SpinCo”) dated as of [•], 2021

Employee Matters Agreement • August 23rd, 2021 • Sylvamo Corp • Paper mills • Delaware

• Contract Type
  Employee Matters Agreement
• Filed
  August 23rd, 2021
• Company
  Sylvamo Corp
• Industry
  Paper mills
• Jurisdiction
  Delaware

This Employee Matters Agreement (together with all exhibits, schedules, appendices and annexes hereto, this “Agreement”), dated as of [•], 2021 is by and between International Paper Company, a New York corporation (“Parent”), and Sylvamo Corporation, a Delaware corporation (“SpinCo”) (each a “Party” and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in ARTICLE I.

FORM OF] TAX MATTERS AGREEMENT INTERNATIONAL PAPER COMPANY AND

Tax Matters Agreement • August 23rd, 2021 • Sylvamo Corp • Paper mills • Delaware

• Contract Type
  Tax Matters Agreement
• Filed
  August 23rd, 2021
• Company
  Sylvamo Corp
• Industry
  Paper mills
• Jurisdiction
  Delaware

This Tax Matters Agreement, dated as of [ ], 2021 (this “Agreement”), is by and between, International Paper Company, a New York corporation (“Parent”), and Sylvamo Corporation, a Delaware corporation (“SpinCo”).