Common use of Board Committees Clause in Contracts

Board Committees. (a) At any time when at least one (1) Walgreens Director is a member of the Board, each committee of the Board shall include (to the extent that a Walgreens Director elects to serve on such committee), as a full member with the same voting and other privileges as other members of such committee, at least one (1) Walgreens Director, subject to such Walgreens Director meeting the applicable eligibility requirements for such committee mandated by Applicable Law or the charter of such committee; provided, that to the extent more than one (1) Walgreens Director shall meet such eligibility requirements, WBA shall determine which such one (1) Walgreens Director shall be entitled to be included as a member of such committee. (b) Until no Walgreens Director serves as a director on the Board (and WBA either no longer has any rights under this Article I to designate any Walgreens Designee to serve on the Board or irrevocably waives any such rights), the Company shall not amend the charter, bylaws or any other organizational documents of the Company, or the charter or other governing documents of any committee of the Board, in any manner that, either directly or indirectly through impact or effect, adversely and disparately affects the ability of any Walgreens Director to be a member of any such committee. (c) Notwithstanding anything to the contrary in this Section 1.4, no Walgreens Director shall be entitled to serve on any ad hoc, special or similar committee established by the Board to consider a matter with respect to which the Board has determined in good faith, following consultation with outside counsel to the Company, that WBA or its Affiliates (expressly including Walgreens Boots Alliance Development GmbH), or such particular Walgreens Director, as applicable, has a conflict with respect to such matter.

Board Committees. At all times when the Stockholder’s Voting Percentage is 20% or more: (ai) At any time when at least one (1) Walgreens Director is a member No committee of the BoardBoard shall have more than three members unless otherwise agreed in writing between the Company (as approved by a majority of the Independent Directors) and the Stockholder. (ii) The Company and the Stockholder shall cause the Board to maintain a Nominating and Governance Committee. (iii) The Company and the Stockholder shall cause each committee of the Board to include in its membership a number of Stockholder Designees equal to the Stockholder’s Voting Percentage multiplied by the total number of members that such committee would have if there were no vacancies on such committee, each rounded up to the nearest whole number (and in any event not less than one), except to the extent that such membership would violate the rules of the SEC, the NYSE or any other or additional exchange on which the securities of the Company are listed, or any other applicable securities laws. Each committee of the Board shall include (to the extent that a Walgreens Director elects to serve on such committee), as a full member with the same voting and other privileges as other members of such committee, at least one (1) Walgreens DirectorNon-Stockholder Designee, subject to such Walgreens Director meeting and, notwithstanding the applicable eligibility requirements for such committee mandated by Applicable Law or the charter of such committee; provided, that to the extent more than one (1) Walgreens Director shall meet such eligibility requirements, WBA shall determine which such one (1) Walgreens Director shall be entitled to be included as a member of such committee. (b) Until no Walgreens Director serves as a director on the Board (and WBA either no longer has any rights under this Article I to designate any Walgreens Designee to serve on the Board or irrevocably waives any such rights)preceding sentence, the Company shall not amend number of Stockholder Designees included in the charter, bylaws or any other organizational documents of the Company, or the charter or other governing documents membership of any committee of the Board, in any manner that, either directly or indirectly through impact or effect, adversely and disparately affects Board shall be reduced to ensure that each committee of the ability of any Walgreens Board includes at least one Non-Stockholder Designee. (iv) The Legacy Director to shall be a member of any such committee. the Nominating and Governance Committee immediately following the Effective Time, and the Company and the Stockholder shall cause, and the Stockholder shall cause each member of the Stockholder Group and its and their respective Affiliates and Representatives to cause, (cA) Notwithstanding anything to the contrary in this Section 1.4, no Walgreens Legacy Director shall be entitled to serve on any ad hoc, special or similar committee established by the Nominating and Governance Committee for so long as such Legacy Director serves on the Board and (B) during the Lock-Up Period, (x) the Nominating and Governance Committee to consider a matter with respect to which have three members and (y) the Board has determined in good faith, following consultation with outside counsel to the Company, that WBA or its Affiliates (expressly including Walgreens Boots Alliance Development GmbH), or such particular Walgreens Legacy Director, for so long as applicablesuch Legacy Director serves on the Board, has a conflict with respect and at least one additional Independent Director to such matterserve on the Nominating and Governance Committee.

Board Committees. (a) At any time when at least one (1) Walgreens Director is a member of the Board, each committee of the Board shall include (to the extent that a Walgreens Director elects to serve on such committee), as a full member with the same voting and other privileges as other members of such committee, at least one (1) Walgreens Director, subject to such Walgreens Director meeting the applicable eligibility requirements for such committee mandated by Applicable Law or the charter of such committee; provided, that to the extent more than one (1) Walgreens Director shall meet such eligibility requirements, WBA Walgreens shall determine which such one (1) Walgreens Director shall be entitled to be included as a member of such committee. (b) Until no Walgreens Director serves as a director on the Board (and WBA Walgreens either no longer has any rights under this Article I to designate any Walgreens Designee to serve on the Board or irrevocably waives any such rights), the Company shall not amend the charter, bylaws or any other organizational documents of the Company, or the charter or other governing documents of any committee of the Board, in any manner that, either directly or indirectly through impact or effect, adversely and disparately affects the ability of any Walgreens Director to be a member of any such committee. (c) Notwithstanding anything to the contrary in this Section 1.4, no Walgreens Director shall be entitled to serve on any ad hoc, special or similar committee established by the Board to consider a matter with respect to which the Board has determined in good faith, following consultation with outside counsel to the Company, that WBA Walgreens, Alliance Boots or its their respective Affiliates (expressly including Walgreens Boots Alliance Development GmbH), or such particular Walgreens Director, as applicable, has a conflict with respect to such matter.

Board Committees. At all times when the Stockholder’s Voting Percentage is 20% or more: (ai) At any time when at least one (1) Walgreens Director is a member No committee of the BoardBoard shall have more than three members unless otherwise agreed in writing between the Company (as approved by a majority of the Independent Directors) and the Stockholder. (ii) The Company and the Stockholder shall cause the Board to maintain a Nominating and Governance Committee. (iii) The Company and the Stockholder shall cause each committee of the Board to include in its membership a number of Stockholder Designees equal to the Stockholder’s Voting Percentage multiplied by the total number of members that such committee would have if there were no vacancies on such committee, each rounded up to the nearest whole number (and in any event not less than one), except to the extent that such membership would violate the rules of the SEC, the NYSE or any other or additional exchange on which the securities of the Company are listed, or any other applicable securities laws. Each committee of the Board shall include (to the extent that a Walgreens Director elects to serve on such committee), as a full member with the same voting and other privileges as other members of such committee, at least one (1) Walgreens DirectorNon-Stockholder Designee, subject to such Walgreens Director meeting and, notwithstanding the applicable eligibility requirements for such committee mandated by Applicable Law or the charter of such committee; provided, that to the extent more than one (1) Walgreens Director shall meet such eligibility requirements, WBA shall determine which such one (1) Walgreens Director shall be entitled to be included as a member of such committee. (b) Until no Walgreens Director serves as a director on the Board (and WBA either no longer has any rights under this Article I to designate any Walgreens Designee to serve on the Board or irrevocably waives any such rights)preceding sentence, the Company shall not amend number of Stockholder Designees included in the charter, bylaws or any other organizational documents of the Company, or the charter or other governing documents membership of any committee of the Board, in any manner that, either directly or indirectly through impact or effect, adversely and disparately affects Board shall be reduced to ensure that each committee of the ability of any Walgreens Board includes at least one Non-Stockholder Designee. (iv) The Legacy Director to shall be a member of any such committee.the Nominating and Governance Committee immediately following the Effective Time, and the Company and the Stockholder shall cause, and the Stockholder shall cause each member of the Stockholder Group and its and their respective Affiliates and Representatives to cause, (cA) Notwithstanding anything to the contrary in this Section 1.4, no Walgreens Legacy Director shall be entitled to serve on any ad hoc, special or similar committee established by the Nominating and Governance Committee for so long as such Legacy Director serves on the Board and (B) during the Lock-Up Period, (x) the Nominating and Governance Committee to consider a matter with respect to which have three members and (y) the Board has determined in good faith, following consultation with outside counsel to the Company, that WBA or its Affiliates (expressly including Walgreens Boots Alliance Development GmbH), or such particular Walgreens Legacy Director, for so long as applicablesuch Legacy Director serves on the Board, has a conflict with respect and at least one additional Independent Director to such matterserve on the Nominating and Governance Committee.