Common use of Replacement Director Clause in Contracts

Replacement Director. During the Cooperation Period, if the New Director is unable or unwilling to serve as a director, resigns as a director or is removed as a director, and so long as the Engaged Group continuously Beneficially Owns in the aggregate at least 50% of the Maximum Ownership Amount (as defined below) (subject to adjustment for stock splits, reclassifications and combinations, the “Ownership Minimum”), then the Engaged Group and the Company shall work together to identify a mutually acceptable replacement director who satisfies the Director Criteria (as defined below) to fill the resulting vacancy in accordance with this Section 1(c) (any such replacement director, a “Replacement Director”) to serve until the next annual meeting of the stockholders of the Company. The appointment of any Replacement Director shall be subject to (A) the Replacement Director’s compliance with the requirements provided in Section 1(d)(v) herein; and (B) the review and approval by the Nominating and Corporate Governance Committee of the Board, the Board as well as the Engaged Group. Upon a Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall consider whether such Replacement Director has the necessary qualifications to be appointed to any committee of the Board of which the replaced director was a member immediately prior to such director’s departure from the Board, and, if the qualifications for such committee(s) are met, shall appoint such Replacement Director to such committee(s) or, if the qualifications for such committee(s) are not met, shall consider in good faith appointing the Replacement Director to other committees of the Board.

Replacement Director. During the Cooperation PeriodStandstill Period (as defined below), if the New Director is unable or unwilling to serve as a director, any Replacement Director resigns as a director or is removed as a directordirector after his or her appointment to the Board but prior to the expiration of the Standstill Period, and so long as the Engaged Group continuously Beneficially Owns at such time Outerbridge beneficially owns in the aggregate at least 504.0% of the Maximum Ownership Amount (as defined below) Company’s then outstanding shares of Common Stock (subject to adjustment for stock splits, reclassifications reclassifications, combinations and combinations, the “Ownership Minimum”similar adjustments), then Outerbridge shall have the Engaged Group and the Company shall work together ability to identify recommend a mutually acceptable replacement director who satisfies the Director Criteria (as defined below) to fill the resulting vacancy substitute person in accordance with this Section 1(c1(a)(iv) (any such replacement director, nominee shall be referred to as a “Replacement Director”). Any Replacement Director must (A) be reasonably acceptable to serve until the next annual meeting of Board (such acceptance not to be unreasonably withheld), (B) qualify as “independent” pursuant to New York Stock Exchange listing standards, and (C) have the stockholders relevant financial and business experience to be a director of the Company. The appointment of any Corporate Governance and Nominating Committee shall make its determination and recommendation, acting in good faith, regarding whether such Replacement Director meets the foregoing criteria within five business days after (1) such nominee has submitted to the Company the Nomination Documents required for a New Director in Section 1(a)(i), (2) representatives of the Board have conducted customary interview(s) of such nominee and (3) the Company has completed a customary background check of such nominee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated by this section as promptly as practicable, but in any case, assuming reasonable availability of the nominee, within ten business days after Xxxxxxxxxxx’x submission of such nominee. In the event the Corporate Governance and Nominating Committee does not accept a person recommended by Outerbridge as the Replacement Director, Outerbridge shall have the right to recommend an additional substitute person whose appointment shall be subject to (A) the Replacement Director’s compliance Corporate Governance and Nominating Committee recommending such person in accordance with the requirements provided in Section 1(d)(v) herein; and (B) procedures described above. Upon the review and approval recommendation of a Replacement Director nominee by the Nominating and Corporate Governance Committee of the Boardand Nominating Committee, the Board as well as shall vote on the Engaged Groupappointment of such Replacement Director to the Board no later than five business days after the Corporate Governance and Nominating Committee recommendation of such Replacement Director; provided, however, that if the Board does not elect such Replacement Director to the Board pursuant to this Section 1(a)(iv), the Parties shall continue to follow the procedures of this Section 1(a)(iv) until a Replacement Director is elected to the Board. Upon a Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall consider whether take all necessary actions to appoint such Replacement Director has the necessary qualifications to be appointed to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s departure from resignation or removal. For purposes of this Agreement, the Board, and, if terms “beneficial owner” and “beneficial ownership” shall have the qualifications for such committee(s) are met, shall appoint such Replacement Director to such committee(s) or, if respective meanings as set forth in Rule 13d-3 promulgated by the qualifications for such committee(s) are not met, shall consider in good faith appointing U.S. Securities and Exchange Commission under the Replacement Director to other committees of the BoardExchange Act (as defined below).

Replacement Director. During the Cooperation PeriodStandstill Period (as defined below), if the any New Director is unable or unwilling to serve as a director, any Replacement Director resigns as a director or is removed as a directordirector after his or her appointment to the Board but prior to the expiration of the Standstill Period (as defined below), and so long as the Engaged Group continuously Beneficially Owns at such time Xxxxxxxxxxx beneficially owns in the aggregate at least 505.0% of the Maximum Ownership Amount (as defined below) Company’s then outstanding shares of Common Stock (subject to adjustment for stock splits, reclassifications reclassifications, combinations and combinations, the “Ownership Minimum”similar adjustments), then Xxxxxxxxxxx shall have the Engaged Group and the Company shall work together ability to identify recommend a mutually acceptable replacement director who satisfies the Director Criteria (as defined below) to fill the resulting vacancy substitute person in accordance with this Section 1(c1(a)(iv) (any such replacement director, nominee shall be referred to as a “Replacement Director”). Any Replacement Director must (A) be reasonably acceptable to serve until the next annual meeting of Board (such acceptance not to be unreasonably withheld), (B) qualify as “independent” pursuant to New York Stock Exchange listing standards, (C) have the stockholders relevant financial and business experience to be a director of the Company, and (D) be independent of Xxxxxxxxxxx (for the avoidance of doubt, the nomination by Xxxxxxxxxxx of such person to serve on the board of another company shall not (in and of itself) cause such person not to be deemed independent of Xxxxxxxxxxx). The appointment of any Corporate Governance and Nominating Committee shall make its determination and recommendation, acting in good faith, regarding whether such Replacement Director meets the foregoing criteria within five business days after (1) such nominee has submitted to the Company the Nomination Documents required for a New Director in Section 1(a)(ii), (2) representatives of the Board have conducted customary interview(s) of such nominee and (3) the Company has completed a customary background check of such nominee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated by this section as promptly as practicable, but in any case, assuming reasonable availability of the nominee, within ten business days after Xxxxxxxxxxx’x submission of such nominee. In the event the Corporate Governance and Nominating Committee does not accept a person recommended by Xxxxxxxxxxx as the Replacement Director, Xxxxxxxxxxx shall have the right to recommend an additional substitute person whose appointment shall be subject to (A) the Replacement Director’s compliance Corporate Governance and Nominating Committee recommending such person in accordance with the requirements provided in Section 1(d)(v) herein; and (B) procedures described above. Upon the review and approval recommendation of a Replacement Director nominee by the Nominating and Corporate Governance Committee of the Boardand Nominating Committee, the Board as well as shall vote on the Engaged Groupappointment of such Replacement Director to the Board no later than five business days after the Corporate Governance and Nominating Committee recommendation of such Replacement Director; provided, however, that if the Board does not elect such Replacement Director to the Board pursuant to this Section 1(a)(iv), the Parties shall continue to follow the procedures of this Section 1(a)(iv) until a Replacement Director is elected to the Board. Upon a Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall consider whether take all necessary actions to appoint such Replacement Director has the necessary qualifications to be appointed to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s departure from resignation or removal. For purposes of this Agreement, the Board, and, if terms “beneficial owner” and “beneficial ownership” shall have the qualifications for such committee(s) are met, shall appoint such Replacement Director to such committee(s) or, if respective meanings as set forth in Rule 13d-3 promulgated by the qualifications for such committee(s) are not met, shall consider in good faith appointing U.S. Securities and Exchange Commission under the Replacement Director to other committees of the BoardExchange Act (as defined below).

Replacement Director. During Effective one year from the Cooperation Perioddate of this Agreement and in no event prior to such time, if the any New Director (or any Replacement Director (as defined below)) is unable or unwilling to serve as a director, resigns as a director or is removed as a directordirector prior to the expiration of the Standstill Period, and so long at such time the Investor Group beneficially owns (as determined under Rule 13d-3 promulgated under the Engaged Group continuously Beneficially Owns in the aggregate Exchange Act) at least 50the lesser of 5.0% of the Maximum Ownership Amount (as defined below) Company’s then outstanding Ordinary Shares and 2,882,918 Ordinary Shares (subject to adjustment for stock splits, reclassifications stock dividends, reclassifications, combinations and combinationssimilar adjustments, the “Minimum Ownership MinimumThreshold”), then the Engaged Investor Group and shall have the Company shall work together ability to identify recommend a mutually acceptable replacement director who satisfies substitute person for appointment to the Director Criteria (as defined below) to fill the resulting vacancy Board in accordance with this Section 1(c1(d) (any such replacement director, nominee shall be referred to as a “Replacement Director”) to serve until the next annual meeting , and if and when such person becomes a director of the stockholders Board in accordance with this Section 1(d), such person shall be deemed a New Director for purposes of the Companythis Agreement). The appointment of any Any Replacement Director shall must be subject reasonably acceptable to (A) the Replacement Director’s compliance with the requirements provided in Section 1(d)(v) herein; and (B) the review and approval by the Nominating and Corporate Governance Committee (such acceptance not to be unreasonably withheld), and qualify as “independent” pursuant to Nasdaq Stock Market listing standards. The Nominating and Corporate Governance Committee shall make its determination and recommendation (which it shall undertake reasonably and in good faith) regarding whether such person meets the foregoing criteria, assuming reasonable availability and responsiveness of such nominee, within ten (10) business days after (1) such nominee as a Replacement Director has submitted to the Company the Onboarding Documentation required by Section 1(b) and (2) representatives of the BoardBoard have, if requested by the Company, conducted customary interview(s) of such nominee. The Company shall use its reasonable best efforts to conduct any interview(s) contemplated by this Section 1(d) as promptly as practicable, but in any case, assuming reasonable availability and responsiveness of the nominee, within ten (10) business days after the Investor Group’s recommendation of such nominee. In the event the Nominating and Corporate Governance Committee does not accept a person recommended by the Investor Group as the Replacement Director, the Investor Group shall have the right to recommend additional substitute person(s) whose appointment shall be subject to the Nominating and Corporate Governance Committee recommending such person in accordance with the procedures described above. The Board as well as shall vote on the Engaged Groupappointment of such Replacement Director to the Board no later than five (5) business days after the Nominating and Corporate Governance Committee recommendation of such Replacement Director; provided, however, that if the Board does not appoint such Replacement Director to the Board pursuant to this Section 1(d), the parties shall continue to follow the procedures of this Section 1(d) until a Replacement Director is appointed to the Board. Upon a Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall consider whether take all necessary actions to appoint such Replacement Director has the necessary qualifications to be appointed to any applicable committee of the Board of which the replaced director was a member immediately prior to such director’s departure from the Board, and, if the qualifications for such committee(s) are met, shall appoint such Replacement Director to such committee(s) resignation or removal or, if the qualifications for such committee(s) are not met, shall consider in good faith appointing Board or the applicable committee of the Board determines that the Replacement Director does not satisfy the requirements of the Nasdaq Stock Market and applicable law with respect to other committees service on the applicable committee (which determination shall be made reasonably and in good faith), to an alternative committee of the Board.

Replacement Director. During From the Cooperation Perioddate of this Agreement until the Termination Date, if the New Director is unable or unwilling to serve as a director, resigns as a director or is removed as a director, and so long as the Engaged Group continuously Beneficially Owns in the aggregate at least 50the lesser of (A) 5.0% of the Maximum Ownership Amount Company’s then outstanding Common Stock and (as defined belowB) 4,288,937 shares of Common Stock (subject to adjustment for stock splits, reclassifications and combinations, the “Ownership Minimum”), then the Engaged Group and shall have the Company shall work together ability to identify recommend a mutually acceptable replacement director who satisfies the Director Criteria (as defined belowsubstitute person(s) to fill replace the resulting vacancy New Director in accordance with this Section 1(c1(d) (any such replacement director, a “Replacement Director”) to serve until the next annual meeting of the stockholders of the Company). The appointment of any Replacement Director shall be subject to (A) the execution and delivery by such Replacement DirectorDirector of a fully completed copy of the Company’s compliance standard director and officer questionnaire and other reasonable and customary director onboarding documentation required by the Company in connection with the requirements provided in Section 1(d)(vappointment or election of new Board members; (B) hereinsuch Replacement Director satisfying the Director Criteria (as defined below); and (BC) the review and approval by of the Board (it being acknowledged that the Board cannot unreasonably withhold its approval), taking into account the recommendation of the Nominating and Corporate Governance Committee of the BoardBoard (the “Nominating Committee”). The Nominating Committee shall make its determination and recommendation regarding whether such candidate so qualifies within five (5) Business Days after such candidate has submitted to the Company the documentation required by Section 1(e)(iv) below. In the event the Nominating Committee does not accept a substitute person recommended by the Engaged Group as the Replacement Director (it being acknowledged that the Nominating Committee cannot unreasonably withhold its approval), the Engaged Group shall have the right to recommend additional substitute person(s) whose appointment shall be subject to the Nominating Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Replacement Director candidate by the Nominating Committee, the Board as well as shall review, approve and vote on the Engaged Groupappointment of such Replacement Director to the Board no later than five (5) Business Days after the Nominating Committee’s recommendation of such Replacement Director; provided, however, that if the Board does not approve and appoint such Replacement Director to the Board (it being acknowledged that the Board cannot unreasonably withhold its approval), the Parties shall continue to follow the procedures of this Section 1(d) until a Replacement Director is approved and appointed to the Board. Upon a Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall consider whether such Replacement Director has the necessary qualifications to be appointed to any committee of the Board of which the replaced director was a member immediately prior to such director’s departure from the Board, and, if the qualifications for such committee(s) are met, shall appoint such Replacement Director to such committee(s) or, if the qualifications for such committee(s) are not met, shall consider in good faith appointing the Replacement Director to other committees of the Board. Any Replacement Director designated pursuant to this Section 1(d) replacing the New Director prior to the 2021 Annual Meeting shall stand for election at the 2021 Annual Meeting together with the Company’s other nominees. Upon a Replacement Director’s appointment to the Board, such Replacement Director shall be deemed to be the New Director for all purposes under this Agreement.

Replacement Director. During (i) From the date of this Agreement until the expiration of the Cooperation Period, if the New Director is unable or unwilling to serve as a director, resigns as a director or is removed resigns as a director, and then for so long as (A) the Engaged H Partners Group continuously Beneficially Owns in the aggregate at least 50% the lesser of the Maximum Ownership Amount (as defined below) 3 4,616,307 shares of Common Stock (subject to adjustment for stock splits, reclassifications reclassifications, Minimum Ownership Level and combinations(B) the H Partners Group is not in material breach of this Agreement, the “Ownership Minimum”), then H Partners Group a substitute full-time employee of the Engaged H Partners Group and the Company (who shall work together to identify not be Xxxxx Xxxxxxxxxxx) (a mutually acceptable replacement director who satisfies the Director Criteria (as defined below) to fill the resulting vacancy in accordance with this Full-Time Employee Section 1(c) (any such replacement directorReplacement Director if a Replacement Director is appointed to the Board, a “Replacement Director”all references in this Agreement to the term New Director (ii) to serve until the next annual meeting of the stockholders of the Company. The appointment of any Replacement Director shall be subject to (A) the Replacement Director’s compliance with the requirements provided in Section 1(d)(v) herein; such individual being a Full-Time Employee and (B) the review execution and approval delivery by such questionnaire and other reasonable and customary director onboarding documentation required by the Nominating Company in connection with the appointment or election of new Board members, (II) a written acknowledgment that such Replacement Director agrees to be bound by all policies, codes and Corporate Governance Committee guidel Conduct , and (III) the Replacement Director Irrevocable Letter of Resignation in the Boardform attached as Exhibit B hereto. (iii) The appointment of such Replacement Director shall be subject to (A) such Replacement Director satisfying the H Partners Director Criteria, and (B) the Board determining such Replacement Director to be reasonably acceptable. (iv) The Nominating Committee shall make its determination and recommendation regarding whether any candidate for Replacement Director so qualifies within 10 Business Days after such candidate has submitted to the Company the documentation required by this Section 1(c); provided, however, if the H Partners Group recommends Xxxxx Xxxxxx as well as the Engaged Group. Upon a its candidate for Replacement Director’s appointment to the Board, then the Board and all applicable committees thereof shall take all necessary actions to appoint Xx. Xxxxxx as the Replacement Director within 10 Business Days of his nomination to be the Replacement Director. If the Nominating Committee does not accept a substitute person recommended by the H Partners Group as a Replacement Director, then the H Partners Group will have the right to recommend additional substitute person(s) whose appointment will be subject to the Nominating Committee recommending such person in accordance with the procedures described in this Section 1(c). Upon the recommendation of a candidate for Replacement Director by the Nominating Committee, the Board shall consider whether such Replacement Director has the necessary qualifications to be appointed to any committee of the Board of which the replaced director was a member immediately prior to such director’s departure from the Board, review and, if the qualifications for such committee(s) are met, shall appoint such Replacement Director to such committee(s) or, if the qualifications for such committee(s) are not met, shall consider in good faith appointing the Replacement Director to other committees of the Board.

Replacement Director. During The Company agrees that if, during the Cooperation PeriodStandstill Period (and so long as no Investor has breached its obligations under Section 2, if Section 3 or Section 8 hereof), the New Continuing Class 1 Director (or his or her replacement appointed pursuant to this Section 1(f)) is unable or unwilling to serve as a director, resigns as a director resigns, or is removed as a directordirector prior to the end of the term of office set forth above (other than on account of (i) the failure of the Continuing Class 1 Director to be elected or re-elected by the stockholders at an annual meeting of the Company’s stockholders or a special meeting of stockholders held in lieu thereof or (ii) the Continuing Class 1 Director not being nominated to serve as a director in accordance with the terms of this Agreement at an annual meeting of the Company’s stockholders or a special meeting of stockholders held in lieu thereof), and so long as at such time the Engaged Investor Group continuously Beneficially Owns beneficially owns in the aggregate at least 50% the lesser of (A) ten percent (10%) of the Maximum Ownership Amount Company’s then outstanding voting securities on an as-converted to Common Stock basis or (B) the Company’s then outstanding voting securities on an as-converted to Common Stock basis beneficially owned by the Investors as defined below) of the Effective Date and as set forth on Exhibit A hereto (subject to adjustment for stock splits, reclassifications and combinations, the “Investor Group Minimum Ownership MinimumThreshold”), then the Engaged Investor Group shall have the ability to recommend a substitute person, provided that any such substitute person so recommended shall qualify as “independent” pursuant to Nasdaq’s listing standards, have the relevant financial and the Company shall work together to identify a mutually acceptable replacement director who satisfies the Director Criteria (as defined below) business experience to fill the resulting vacancy in accordance with this Section 1(c) (any such replacement directorvacancy, a “Replacement Director”) to serve until the next annual meeting of the stockholders of the Company. The appointment of any Replacement Director shall be subject to (A) the Replacement Director’s compliance made himself or herself available for one or more interviews with the requirements provided in Section 1(d)(v) herein; Nominating Committee and (B) the review and approval by the Nominating and Corporate Governance Committee other members of the Board, agreed to a customary background check by the Board as well as Company and completed the Engaged GroupCompany’s standard directors’ and officers’ questionnaire (the “Qualification Information”). In the event that the Nominating Committee does not accept a substitute person so recommended, then the Investor Group shall have the right to recommend an additional substitute person for consideration by the Nominating Committee. Either the original candidate or the substitute person recommended shall be accepted by the Nominating Committee, provided, that after reasonable review by the Nominating Committee of the Qualification Information, both such candidates were, in the reasonable judgement of the Nominating Committee, qualified to serve on the Board; provided, further, that the Investor Group may continue to recommend additional substitute persons until two candidates are so accepted by the Nominating Committee at which time the Nominating Committee shall accept one of the two such candidates. Upon acceptance of a Replacement Director’s appointment to replacement director nominee by the BoardNominating Committee, the Board and all applicable committees of the Board shall consider whether such Replacement Director has Board, shall, subject to the necessary qualifications to be appointed to any committee good faith exercise of the Board of which the replaced director was a member immediately prior to such director’s departure from the Board’s, and, if the qualifications for such committee(s) are met, shall appoint such Replacement Director to such committee(s) or, if the qualifications for such committee(s) are not met, shall consider in good faith appointing the Replacement Director to other and all applicable committees of the Board’s, fiduciary duties under applicable law, take all necessary actions to appoint such replacement director to the Board no later than ten (10) business days after the Nominating Committee’s recommendation. Following the appointment of any replacement director in accordance with this Section 1(f), any reference to the Continuing Class 1 Director in this Agreement shall be deemed to refer to such replacement director.