Common use of Confirmation and reappointment of the Chief Executive Officer Clause in Contracts

Confirmation and reappointment of the Chief Executive Officer. To preserve the independence of YNAP's management and the joint businesses of the two companies participating to the Merger, Richemont agreed that it is in the interest of the Parties that the incumbent Chief Executive Officer of YNAP, Xxxxxxxx Xxxxxxxxx (the “CEO”), be reappointed for the period from the Effective Date of the Merger until the date of the Shareholders' Meeting of the Company called to approve the financial statements for the year ended 31 December 2017 (the “First Term”), maintaining the current delegation of powers to manage all of YNAP's businesses. To this end, pursuant to the Shareholders' Agreement, when the First Term expires, RH undertook to perform (and Richemont undertook to procure that RH performs) to the following: (i) vote in favour of the appointment of Xxxxxxxx Xxxxxxxxx as a Director of the Company for a further three years term, and, therefore, to vote in favour of the slate of candidates presented by the Board of Directors on which Xxxxxxxx Xxxxxxxxx appears, provided that two candidates nominated by Richemont are also included among the first nine candidates on such slate; (ii) exercise the powers held by RH as a shareholder of the Company to support the appointment of Xxxxxxxx Xxxxxxxxx as CEO of YNAP for a further three years period, under terms and conditions that are no less favourable than in the First Term, in each case provided that Xxxxxxxx Xxxxxxxxx will be in office when the First Term expires.

Confirmation and reappointment of the Chief Executive Officer. To preserve the independence of YNAPYOOX's management and the joint businesses of the two companies participating to the MergerYOOX and NAP, Richemont agreed acknowledges that it is in the interest of the Parties that the incumbent Chief Executive Officer of YNAPYOOX, Xxxxxxxx Xxxxxxxxx (the “CEO”), be reappointed for the period from the Effective Date of the Merger until the date of the Shareholders' Meeting of the Company YOOX called to approve the financial statements for the year ended 31 December 2017 (the “First Term”), maintaining the current delegation of powers to manage all of YNAPYOOX's businessesbusinesses (post-Merger). To this end, pursuant to the Shareholders' Agreement, when the First Term expires, RH undertook to perform undertakes (and Richemont undertook undertakes to procure ensure that RH performsmeets this commitment) to the followingto: (i) vote in favour of the appointment of Xxxxxxxx Xxxxxxxxx as a Director of the Company YOOX for a further three years term, and, therefore, to vote in favour of the slate of candidates presented by the Board of Directors on which Xxxxxxxx Xxxxxxxxx appears, provided that two candidates nominated by Richemont are also included among the first nine candidates on such slate; (ii) exercise the powers held by RH as a YOOX shareholder of the Company to support the appointment of Xxxxxxxx Xxxxxxxxx as CEO of YNAP YOOX for a further three years period, under terms and conditions that are no less favourable than in the First Term, in each case provided that Xxxxxxxx Xxxxxxxxx will be in office when the First Term expires.