Common use of Replacement Directors Clause in Contracts

Replacement Directors. If the then current Cedarwalk Director is unable or unwilling to serve as a director, resigns as a director, is removed as a director or is otherwise not serving as a director prior to termination of this Agreement, and at such time (A) the Permitted Holders’ aggregate beneficial ownership of Waldencast common stock (which, for purposes of this Agreement, shall be determined under Rule 13d-3 promulgated under the Exchange Act is at least 5.0% of the then-outstanding common stock of Waldencast (the “Minimum Ownership Threshold”) and (B) Cedarwalk or the Guarantor has not committed a material breach of this Agreement, Cedarwalk shall have the ability to name a replacement director, subject to the approval of the Board of Directors of Waldencast (such approval not to be unreasonably withheld, conditioned or delayed) (any such replacement director shall be referred to as the “Replacement Director”). Any Replacement Director named by Cedarwalk shall be required to satisfy the guidelines and policies with respect to service on the Board applicable to all non-management directors. Subject to applicable rules of Nasdaq and the rules and regulations of the SEC, Waldencast shall take all necessary action to nominate or cause the Board to appoint, as applicable, the Replacement Director to the Board and to any applicable committee of the Board of which the Cedarwalk Director was a member of immediately prior to such director’s resignation or removal; provided that such Replacement Director is qualified to serve on any such committee of the Board. The terms and conditions applicable to the Cedarwalk Director under this Agreement shall apply to any such Replacement Director as if such person were the Cedarwalk Director.

Replacement Directors. If (i) Following the then current Cedarwalk Director date of this Agreement, if any Investor Group Appointee is unable or unwilling to serve as a directordirector for any reason, resigns then the Investor Group shall have the ability within thirty (30) days of such Investor Group Appointee’s departure from the Board to recommend a substitute person to replace such Investor Group Appointee, in accordance with, and subject to, this Section 1(d). (ii) Except as a director, is removed as a director or is otherwise not serving as a director prior to termination of specified in this Agreement, and at if a replacement Director (a “Replacement Director”) is appointed to the Board pursuant to this Section 1(d), all references in this Agreement to the terms “Investor Group Appointee,” “Investor Group Appointees,” “Investor Group Independent Appointee” or “Velan Principal Appointee” will include such time Replacement Director(s), as applicable. (iii) The appointment of any Replacement Director shall be subject to (A) the Permitted Holders’ aggregate beneficial ownership execution and delivery by such Replacement Director of Waldencast common stock (which, for purposes of this Agreement, shall be determined under Rule 13d-3 promulgated under the Exchange Act is at least 5.0% x) a fully completed copy of the thenCompany’s standard director and officer questionnaire and other reasonable and customary director onboarding documentation required by the Company in connection with the appointment or election of all new non-outstanding common stock management Board members, (y) a written acknowledgment that such Replacement Director agrees to be bound by all Company Policies and (z) the Replacement Director Irrevocable Letter of Waldencast (Resignation in the “Minimum Ownership Threshold”) and form attached as Exhibit B hereto, (B) Cedarwalk such Replacement Director qualifying as “independent” pursuant to SEC rules and regulations and applicable stock exchange listing standards, (C) in the case of a Replacement Director for the Investor Group Independent Appointee only, such Replacement Director not being a current or former employee or controlled Affiliate of any member of the Guarantor Investor Group, and (D) the Board determining such Replacement Director to be reasonably acceptable (such acceptance not to be unreasonably withheld). (iv) The Nominating Committee, acting reasonably and in good faith, shall make its determination and recommendation regarding whether any candidate for Replacement Director so qualifies within five (5) Business Days after such candidate has submitted to the Company the documentation required by this Section 1(d). If the Nominating Committee does not committed accept a material breach of this Agreementsubstitute person recommended by the Investor Group as a Replacement Director, Cedarwalk shall then the Investor Group will have the ability right to name a replacement director, recommend additional substitute person(s) whose appointment will be subject to the approval Nominating Committee recommending such person in accordance with the procedures described in this Section 1(d). Upon the recommendation of a candidate for Replacement Director by the Nominating Committee, the Board shall review and vote on the appointment of Directors such candidate to the Board no later than five (5) Business Days after the Nominating Committee’s recommendation of Waldencast such candidate; provided, that if the Board does not approve and appoint such candidate for Replacement Director to the Board (such approval not to be unreasonably withheld), conditioned or delayedthe Parties shall continue to follow the procedures described in this Section 1(d)(iv) until a Replacement Director is approved and appointed to the Board. (v) If, at any time following the date of this Agreement, the Investor Group’s aggregate Beneficial Ownership is less than the lesser of (x) 6.8% of the outstanding shares of Common Stock and (y) 8,125,000 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments) (any such replacement director shall be referred to as the “Replacement DirectorInvestor Group Minimum Ownership Level”). Any , then the Investor Group shall immediately and irrevocably lose its rights under this Section 1(d) to recommend or appoint a Replacement Director named by Cedarwalk shall be required to satisfy the guidelines and policies with respect to service on the Board applicable to all non-management directors. Subject to applicable rules of Nasdaq and the rules and regulations of the SEC, Waldencast shall take all necessary action to nominate or cause the Board to appoint, as applicable, the Replacement Director to the Board and to any applicable committee of the Board of which the Cedarwalk Director was a member of immediately prior to such director’s resignation or removal; provided that such Replacement Director is qualified to serve on any such committee of the Board. The terms and conditions applicable to the Cedarwalk Director under this Agreement shall apply to any such Replacement Director as if such person were the Cedarwalk DirectorInvestor Group Appointees.

Replacement Directors. If In the then current Cedarwalk Director event that Xx. Xxxxx (or his replacement appointed pursuant to this Paragraph 2) is unable or unwilling to serve as a director, resigns as a director, is removed as a director of the Company (other than on account of failure to be elected or is otherwise not serving as a director reelected) prior to termination the date that is thirty (30) days prior to the deadline for the submission of this Agreement, and at such time (A) shareholder nominations for directors for the Permitted Holders’ aggregate beneficial ownership 2018 Annual Meeting of Waldencast common stock (which, for purposes of this Agreement, shall be determined under Rule 13d-3 promulgated under Shareholders pursuant to the Exchange Act is at least 5.0% of the then-outstanding common stock of Waldencast (the “Minimum Ownership Threshold”) and (B) Cedarwalk or the Guarantor has not committed a material breach of this Agreement, Cedarwalk shall have the ability to name a replacement directorBylaws, subject to the approval last sentence of this Paragraph 2 and subject to the Company having received a certification from the Pulte Parties that at the time of such selection the Pulte Parties beneficially own 3.0% or more of the Board of Directors of Waldencast Company common shares, the Company agrees that the Pulte Parties may select a replacement candidate (such approval not to be unreasonably withheld, conditioned or delayeda) (any such replacement director shall be referred to who qualifies as “independent” under the “Replacement Director”). Any Replacement Director named by Cedarwalk shall be required to satisfy the guidelines and policies with respect to service on the Board applicable to all non-management directors. Subject to applicable rules of Nasdaq and the rules and regulations of the Securities and Exchange Commission (the “SEC”) and the New York Stock Exchange (the “NYSE”) and the applicable terms of the Company’s Corporate Governance Guidelines, Waldencast and whose service as a director of the Company complies with applicable requirements of the Xxxxxxx Antitrust Act of 1914, as amended, and other applicable competition laws and regulations, and (b) who is acceptable to the Nominating and Governance Committee of the Board as a replacement candidate (it being understood that the Nominating and Governance Committee of the Board cannot unreasonably withhold its consent to such a replacement candidate). Subject to Paragraph 4 and such replacement candidate’s completion of customary director onboarding documentation and the last sentence of this Paragraph 2, the Company shall take all necessary action appoint any such replacement candidate who meets the foregoing criteria to nominate or cause the Board to appointreplace Xx. Xxxxx, with such replacement candidate to serve as applicable, the Replacement Director to the Board a director and to any applicable committee of the Board of which the Cedarwalk Director was as a member of immediately those Board committees on which the Board determines such replacement candidate should serve, in each case, during the unexpired term, if any, of Xx. Xxxxx. The Pulte Parties’ right to select a qualified replacement candidate, and the Company’s obligation to appoint such candidate to the Board, shall terminate prior to the Expiration Date at such director’s resignation or removal; provided that such Replacement Director is qualified time as the Pulte Parties’ aggregate beneficial ownership decreases to serve on any such committee less than 3.0% of the Board. The terms and conditions applicable to Company common shares (excluding from such calculations any common shares issued by the Cedarwalk Director under this Agreement shall apply to any such Replacement Director as if such person were Company after the Cedarwalk Directordate hereof).

Replacement Directors. If at any time during the then current Cedarwalk Director Restricted Period any Xxxxx Trust Nominee refuses to serve, or is unable or unwilling to serve as a director, resigns director of the Company as a directorresult of such Xxxxx Trust Nominee’s death, is removed incapacity, or otherwise, then the Xxxxx Trust Parties shall be entitled to designate another individual as a director or is otherwise not serving as a director prior to termination of this Agreement, and at such time (A) the Permitted Holders’ aggregate beneficial ownership of Waldencast common stock (which, for purposes of this Agreement, shall be determined under Rule 13d-3 promulgated under the Exchange Act is at least 5.0% of the then-outstanding common stock of Waldencast (the “Minimum Ownership Threshold”) and (B) Cedarwalk or the Guarantor has not committed a material breach of this Agreement, Cedarwalk shall have the ability to name a replacement director, Xxxxx Trust Nominee subject to the approval consent of the Board of Directors of Waldencast (Company, such approval consent not to be unreasonably withheld, delayed or conditioned or delayed) (any such replacement director Xxxxx Trust Nominee, a “Replacement Xxxxx Trust Nominee”), and such Replacement Xxxxx Trust Nominee shall be referred deemed a Xxxxx Trust Nominee for all purposes of this Agreement; provided, however, that the Company’s objection to a proposed Replacement Xxxxx Trust Nominee shall be deemed reasonable only if, (i) such individual is an officer or director of a financial institution operating in any MSA in which the Company then currently operates a full service bank branch, or (ii) such individual does not meet all other criteria for board membership as established by the “Board’s Nominating and Governance Committee applicable to all directors generally. In proposing an individual as a Replacement Director”). Any Replacement Director named by Cedarwalk Xxxxx Trust Nominee pursuant to the immediately preceding sentence, the Xxxxx Trust Parties shall provide the Company with such information regarding such individual as would be required to satisfy the guidelines and policies with respect nominate such individual as a director pursuant to service on the Board applicable to all non-management directors. Subject to applicable rules Section 2.14 of Nasdaq and the rules and regulations Article 2 of the SECCompany’s Bylaws. In the event of the death, Waldencast shall take all necessary action to nominate resignation or cause the Board to appoint, as applicable, the Replacement Director to the Board and to any applicable committee of retirement from the Board of which any Xxxxx Trust Nominee during the Cedarwalk Director was Restricted Period, the Board shall, as promptly thereafter as practicable, cause such Xxxxx Trust Nominee to be replaced with a member of immediately prior to such director’s resignation or removal; provided that such Replacement Director is qualified to serve on any such committee of the Board. The terms and conditions applicable to the Cedarwalk Director under this Agreement shall apply to any such Replacement Director as if such person were the Cedarwalk DirectorXxxxx Trust Nominee.

Replacement Directors. If at any time prior to the then current Cedarwalk Director Company’s 2014 Annual Meeting of Shareholders (the “2014 Annual Meeting”) the Barington Nominee is unable or unwilling to serve as a director, resigns as a director, is removed (or continue to serve) as a director or is otherwise not serving as of the Company for any reason, then the Barington Group shall be entitled to designate a director prior to termination of replacement Barington Nominee (any replacement Barington Nominee selected in accordance with this AgreementSection 2.1(g), a “Replacement Nominee”), and at such time (A) the Permitted Holders’ aggregate beneficial ownership of Waldencast common stock (which, Replacement Nominee shall be deemed a Barington Nominee for all purposes of this Agreement. In proposing an individual as a Replacement Nominee pursuant to this Section 2.1(g), the Barington Group shall provide the Company with such information regarding such individual as would be determined under Rule 13d-3 promulgated required to nominate such individual as a director pursuant to Article V, Section 5.11 of the Company’s By-laws and any other information reasonably requested by the Company consistent with its practice with other directors. Notwithstanding the foregoing, the Barington Group will not be entitled to designate a particular Replacement Nominee pursuant to this Section 2.1(g) in the event that the Board or the Nominating Committee reasonably determines that (i) the appointment or election of such Replacement Nominee to the Board would cause the Company to not be in compliance with Applicable Law, (ii) such Replacement Nominee has been involved in any of the events enumerated in Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f) of Regulation S-K under the Securities Act of 1933, as amended, or is at least 5.0% subject to any Order of any Governmental Authority prohibiting service as a director of any public company, (iii) such Replacement Nominee does not satisfy the director eligibility requirements applicable to the other members of the then-outstanding common stock Board or (iv) such Replacement Nominee is not reasonably acceptable to the Board or Nominating Committee. In any such case described in clauses (i) through (iv) of Waldencast (the “Minimum Ownership Threshold”) immediately preceding sentence, the Barington Group will withdraw the designation of such proposed Replacement Nominee and (B) Cedarwalk or the Guarantor has not committed a material breach of this Agreement, Cedarwalk shall have the ability be permitted to name designate a replacement director, therefor (which Replacement Nominee will also be subject to the approval requirements of the Board of Directors of Waldencast (such approval not to be unreasonably withheld, conditioned or delayed) (any such replacement director shall be referred to as the “Replacement Director”this Section 2.1(g). Any Replacement Director named by Cedarwalk shall be required to satisfy the guidelines and policies with respect to service on the Board applicable to all non-management directors. Subject to applicable rules of Nasdaq and the rules and regulations of the SEC, Waldencast shall take all necessary action to nominate or cause the Board to appoint, as applicable, the Replacement Director to the Board and to any applicable committee of the Board of which the Cedarwalk Director was a member of immediately prior to such director’s resignation or removal; provided that such Replacement Director is qualified to serve on any such committee of the Board. The terms and conditions applicable to the Cedarwalk Director under this Agreement shall apply to any such Replacement Director as if such person were the Cedarwalk Director).