Common use of Xxxxxxxxxxx X Clause in Contracts

Xxxxxxxxxxx X. Xxxxx As a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, Xx. Xxxxx may be deemed the beneficial owner of the (i) 472,908 shares owned by Legion Partners I, (ii) 19,117 shares owned by Legion Partners II, (iii) 630,011 shares owned by Legion Partners Special I, and (iv) 100 shares owned by Legion Partners Holdings. Xxxxxxx Xxxxx As a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, Xx. Xxxxx may be deemed the beneficial owner of the (i) 472,908 shares owned by Legion Partners I, (ii) 19,117 shares owned by Legion Partners II, (iii) 630,011 shares owned by Legion Partners Special I, and (iv) 100 shares owned by Legion Partners Holdings. EXHIBIT B FORM OF PRESS RELEASE FOR IMMEDIATE RELEASE Edgewell Personal Care Appoints Xxxxxx Xxxxxx and Xxxxxx Xxxxx to the Company’s Board of Directors Shelton, Conn. - October 29, 2018 - Edgewell Personal Care Company (NYSE: EPC) (“Edgewell” or “the Company”) today announced that the Company's Board of Directors has appointed Xxxxxx Xxxxxx and Xxxxxx Xxxxx to the Board, and nominated Xx. Xxxxxx and Mr. Black to stand for election at the Company’s 2019 annual meeting. The appointment of Xx. Xxxxxx and Xx. Xxxxx follows the Company’s appointment of five new directors over the last three years, including two additions in September 2018. With the addition of the two new independent directors, the Edgewell Board has expanded from ten to twelve directors, all of whom are independent except for the Chief Executive Officer. In conjunction with today’s actions, the Company also announced that it has entered into an agreement with Legion Partners Asset Management LLC (“Legion Partners”). “We are pleased to have reached this constructive outcome and look forward to benefiting from the digital, e-commerce, innovation and international business expertise that Xxxxxx and Xxx bring to our Board,” said Xxxxx Xxxxxxxx, Edgewell’s Chief Executive Officer, President and Chairman of the Board. “Our Board and management are focused on our previously-announced initiatives to reduce costs, drive growth and position Edgewell as a stronger competitor across our categories, and will continue to take actions that are in the best interests of the Company and all of its shareholders.” Xxxxx Xxxxx, Co-Founder and Managing Director of Legion Partners, said, “Edgewell has a valuable portfolio of brands with enormous potential. We are pleased to have engaged with the Board to reach a resolution that implements important corporate governance initiatives and adds new independent directors who will help the Company navigate the current market conditions and pursue our shared goal of enhancing shareholder value.” As part of the agreement, Legion Partners has agreed to abide by certain customary standstill provisions and to support the Edgewell Board’s slate of nominees at the 2019 Annual Meeting. The Company has agreed to implement a director resignation policy in connection with its majority voting standard and will evaluate whether it would be in the best interests of the Company to reincorporate in Delaware. The complete agreement will be included as an exhibit to a Current Report on Form 8-K, which will be filed with the Securities and Exchange Commission.

Xxxxxxxxxxx X. Xxxxx As a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, Xx. Xxxxx may be deemed the beneficial owner of the (i) 472,908 1,429,032 shares owned by Legion Partners I, (ii) 19,117 90,731 shares owned by Legion Partners II, and (iii) 630,011 184,476 shares owned by Legion Partners Special I, and (iv) 100 shares owned by Legion Partners HoldingsVII. Xxxxxxx Xxxxx As a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, Xx. Xxxxx may be deemed the beneficial owner of the (i) 472,908 1,429,032 shares owned by Legion Partners I, (ii) 19,117 90,731 shares owned by Legion Partners II, and (iii) 630,011 184,476 shares owned by Legion Partners Special I, and (iv) 100 shares owned by Legion Partners HoldingsVII. EXHIBIT B D FORM OF PRESS RELEASE FOR IMMEDIATE RELEASE Edgewell Personal Care Appoints Xxxxxx Xxxxxx The Chefs’ Warehouse, Inc. Reaches Cooperation Agreement with Legion Partners Asset Management Ridgefield, CT, January 16, 2018 – The Chefs’ Warehouse, Inc. (the “Company”) (Nasdaq: CHEF), a premier distributor of specialty food products in the United States and Xxxxxx Canada, announced today that it has entered into an agreement (the “Cooperation Agreement”) with Legion Partners Asset Management, LLC and certain of its affiliates (collectively, “Legion Partners”). Legion Partners beneficially owns approximately 6.0% of the Company’s outstanding common stock. Pursuant to the Cooperation Agreement, the Company has agreed to appoint two new independent directors, Xxxxxxxxx Xxxxxxx and Xxxxx X. Xxxxxxxxxx, to the Company’s Board of Directors Sheltonon or prior to February 18, Conn. - October 29, 2018 - Edgewell Personal Care Company (NYSE: EPC) (“Edgewell” or “the Company”) today announced that the Company's Board of Directors has appointed Xxxxxx Xxxxxx and Xxxxxx Xxxxx to the Board2018, and nominated to nominate Xx. Xxxxxx Xxxxxxx and Mr. Black to stand for election Xx. Xxxxxxxxxx at the Company’s 2018 and 2019 annual meetingmeetings of stockholders. In addition, Xx. Xxxxxxxxxx will join the Board’s Compensation and Human Capital Committee, Xx. Xxxxxxx will join the Board’s Audit Committee and one of the new directors will join the Board’s Nominating and Corporate Governance Committee. The appointment Company has also agreed to reduce the size of Xxthe Board by one director at each of the 2018 and 2019 annual meetings of stockholders so that immediately following the 2019 annual meeting of stockholders, the Board will be fixed at 10 directors. Xxxxxx In addition, pursuant to the Cooperation Agreement, Legion Partners has agreed to vote its shares in support of any director nominated and Xx. Xxxxx follows recommended by the Board at the Company’s appointment 2018 and 2019 annual meetings of five new directors over the last three yearsstockholders, including two additions in September 2018addition to certain customary standstill provisions and other voting agreements. With the addition of the two new independent directors, the Edgewell Board has expanded from ten The parties have also agreed to twelve directors, all of whom are independent except for the Chief Executive Officer. In conjunction with today’s actions, the Company also announced that it has entered into an agreement with Legion Partners Asset Management LLC (“Legion Partners”)certain mutual non-disparagement obligations. “We are pleased to have reached this constructive outcome welcome Xxxxxxxxx and look forward Xxxxx to benefiting from the digital, e-commerce, innovation Chefs’ family. I am excited for us all to work together to maximize our future prospects and international business expertise that Xxxxxx and Xxx bring to our Boardincrease shareholder value,” said Xxxxx XxxxxxxxXxxxxxxxxxx Xxxxxx, Edgewell’s Chief Executive Officerchairman and chief executive officer of The Chefs’ Warehouse, President and Chairman of the Board. “Our Board and management are focused on our previously-announced initiatives to reduce costs, drive growth and position Edgewell as a stronger competitor across our categories, and will continue to take actions that are in the best interests of the Company and all of its shareholders.” Xxxxx Inc. Xxxxxxxxxxx Xxxxx, Co-Founder and Managing Director of Legion Partners, said, “Edgewell The Chefs’ Warehouse has done a great job growing the business into what it is now and has a valuable portfolio of brands with enormous potentialvery exciting future ahead. We are pleased to have engaged with believe that Xxxxxxxxx and David’s skills and expertise will enhance the already very talented Board to reach a resolution that implements important corporate governance initiatives and adds new independent directors who will help the Company navigate the current market conditions and pursue our shared goal of enhancing shareholder valuemanagement team.” As part of the agreementAbout Xxxxxxxxx Xxxxxxx Xxxxxxxxx Xxxxxxx is currently Managing Director, Legion Partners has agreed valuation advisory and financial opinions at Xxxxx Xxxxxx Xxxx, LLC (“Xxxxx”) where she is responsible for originating and executing valuations, fairness opinions and other transaction related financial advisory services across industries. Prior to abide by certain customary standstill provisions Xxxxx Xx. Xxxxxxx was director, financial advisory services at Xxxxxxxx Xxxxx, Inc. Xx. Xxxxxxx also previously held managerial positions at Ernst & Young LLP including partner in valuation and to support the Edgewell Board’s slate of nominees at the 2019 Annual Meeting. The Company has agreed to implement a director resignation policy in connection with its majority voting standard and will evaluate whether it would be in the best interests of the Company to reincorporate in Delaware. The complete agreement will be included as an exhibit to a Current Report on Form 8-K, which will be filed with the Securities and Exchange Commissiontransaction advisory services.

Xxxxxxxxxxx X. Xxxxx As a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, Xx. Xxxxx may be deemed the beneficial owner of the (i) 472,908 559,919 shares owned by Legion Partners I, (ii) 19,117 108,856 shares owned by Legion Partners II, and (iii) 630,011 317,361 shares owned by Legion Partners Special I, and (iv) 100 shares owned by Legion Partners HoldingsII. Xxxxxxx Xxxxx As a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, Xx. Xxxxx may be deemed the beneficial owner of the (i) 472,908 559,919 shares owned by Legion Partners I, (ii) 19,117 108,856 shares owned by Legion Partners II, and (iii) 630,011 317,361 shares owned by Legion Partners Special I, and (iv) 100 shares owned by Legion Partners HoldingsII. EXHIBIT B C FORM OF PRESS RELEASE FOR IMMEDIATE RELEASE Edgewell Personal Care Appoints News Release X.X. XXXXXX APPOINTS NEW INDEPENDENT BOARD MEMBER PITTSBURGH, PA, February 17, 2016 – X.X. Xxxxxx Xxxxxx and Xxxxxx Xxxxx to the Company’s Board of Directors Shelton, Conn. - October 29, 2018 - Edgewell Personal Care Company (NYSENASDAQ: EPC) (“Edgewell” or “the Company”) FSTR), today announced that the Company's it appointed Xxxxxxx X. Xxxx to its Board of Directors has Directors, effective February 12, 2016. Xx. Xxxx is also being appointed Xxxxxx Xxxxxx and Xxxxxx Xxxxx to the Compensation Committee and the Corporate Nomination and Governance Committee of the X.X. Xxxxxx Board, and nominated Xx. Xxxxxx and Mr. Black to stand for election at the Company’s 2019 annual meeting. The appointment of Xx. Xxxxxx and Xx. Xxxxx follows the Company’s appointment of five new directors over the last three years, including two additions in September 2018. With the addition of Xx. Xxxx, the two new independent X.X. Xxxxxx Board will comprise nine directors, the Edgewell Board has expanded from ten to twelve directors, all eight of whom are independent except for independent, and will reduce to eight directors at the Chief Executive Officer2016 Annual Meeting of Shareholders due to the retirement of an incumbent director under the provisions of the Company’s Corporate Governance Guidelines. In conjunction with today’s actionsXx. Xxxx, the Company also announced that it has entered into an agreement with 32, is a founder of, and a Managing Director at, Legion Partners Asset Management LLC Management, LLC, which, along with its affiliates, is a large shareholder of the Company (collectively, “Legion Partners”). “We are pleased Prior to have reached this constructive outcome and look forward to benefiting founding Legion Partners in 2011, Xx. Xxxx was an investment professional for Shamrock Capital Advisors, the alternative investment vehicle of the Disney Family. Xx. Xxxx graduated from the digitalXxxxxxx School at the University of Pennsylvania with a Bachelor of Science degree in Economics and is a CFA. Since 2013, eXx. Xxxx has served on the Board of Directors of publicly-commerceheld RCM Technologies, innovation Inc. and international business expertise that Xxxxxx and Xxx bring to our Board,” said Xxxxx Xxxxxxxx, Edgewell’s Chief Executive Officer, President and currently serves as Chairman of the Board. “Our Board and management are focused on our previously-announced initiatives to reduce costs, drive growth and position Edgewell as a stronger competitor across our categories, and will continue to take actions that are in the best interests of the Company and all of its shareholders.” Xxxxx Xxxxx, Co-Founder and Managing Director of Legion Partners, said, “Edgewell has a valuable portfolio of brands with enormous potential. We are pleased to have engaged welcome Xxxx to the X. X. Xxxxxx Board of Directors,” said Xxx Xxxxxx, Chairman of the Board. “We believe Brad’s investment background and public company Board experience will be beneficial to X.X. Xxxxxx and our shareholders as we continue to execute on our initiatives for creating shareholder value. I am particularly delighted with the confidence that Xxxx has in the Company and our shared vision of the future.” Xx. Xxxx stated, “I am honored to serve on the board of a global company with such high quality solutions that improve transportation and energy infrastructure. My recent conversations with X.X. Xxxxxx’x Board and senior management team have been encouraging and have only validated our beliefs about the quality and character of X.X. Xxxxxx’x Board and management team and the path that lies ahead. I believe we share many of the same priorities and are aligned in our commitment to creating value for all X.X. Xxxxxx shareholders. I look forward to working collaboratively with the rest of the X.X. Xxxxxx Board to reach a resolution that implements important corporate governance initiatives build upon the solid foundation in place and adds new independent directors who will help position the Company navigate the current market conditions to take advantage of opportunities to create value and pursue our shared goal of enhancing shareholder valuereward shareholders.” As part Under the terms of an agreement between the agreementCompany and Legion Partners regarding the appointment of Xx. Xxxx, Legion Partners has agreed to vote their shares in favor of the election of X.X. Xxxxxx’x slate of directors at X.X. Xxxxxx’x 2016 Annual Meeting and to abide by certain customary standstill provisions and to support the Edgewell Board’s slate of nominees at the 2019 Annual Meeting. The Company has agreed to implement a director resignation policy in connection with its majority voting standard and will evaluate whether it would be in the best interests of the Company to reincorporate in Delawareprovisions. The complete agreement between X.X. Xxxxxx and Legion Partners will be included as an exhibit to filed in a Current Report on Form 8-K, which will be filed K with the Securities and Exchange Commission.

Xxxxxxxxxxx X. Xxxxx As a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, Xx. Xxxxx may be deemed the beneficial owner of the (i) 472,908 2,590,434 shares owned by Legion Partners I, (ii) 19,117 156,974 shares owned by Legion Partners II, (iii) 630,011 630,923 shares owned by Legion Partners Special I, XI and (iv) 100 300 shares owned by Legion Partners Holdings. Xxxxxxx Xxxxx As a managing director of Legion Partners Asset Management and a managing member of Legion Partners Holdings, Xx. Xxxxx may be deemed the beneficial owner of the (i) 472,908 2,590,434 shares owned by Legion Partners I, (ii) 19,117 156,974 shares owned by Legion Partners II, (iii) 630,011 630,923 shares owned by Legion Partners Special I, XI and (iv) 100 300 shares owned by Legion Partners Holdings. EXHIBIT B C FORM OF PRESS RELEASE RE: NN, Inc. 0000 Xxxxxx Xxxx Road Charlotte, NC 28177 FOR FURTHER INFORMATION: AT XXXXXXXXX MACGREGOR Xxxxxx Xxxxx (General info) (000) 000-0000 FOR IMMEDIATE RELEASE Edgewell Personal Care Appoints Xxxxxx February [XX], 2019 NN, INC. EXPANDS ITS BOARD OF DIRECTORS Announces Cooperation Agreement with Legion Partners Adds Two New Independent Directors, Xxxx Xxxxxx and Xxxxxx Xxxxx Xxxxx, With Capital Markets, Financial and Governance Expertise Company to the Company’s Declassify Board of Directors Sheltonby 2021 Annual Meeting Charlotte, Conn. - October 29NC, 2018 - Edgewell Personal Care Company February [XX], 2019 – NN, Inc., (NYSENASDAQ: EPCNNBR) (“Edgewell” or “the Company”) a diversified industrial company, today announced that the Company's Board its board of Directors directors has appointed Xxxxxx Xxxxxx unanimously voted to expand its board by appointing Xxxx Xxxxxx, Founder & Chairman of Avante Capital Partners, and Xxxxxx Xxxxx to the BoardXxxxx, and nominated Xx. formerly Senior Vice President, Chief Financial Officer & Treasurer at Xxxxxx and Mr. Black to stand for election at the Company’s 2019 annual meeting. The appointment of Xx. Xxxxxx and Xx. Xxxxx follows the Company’s appointment of five new directors over the last three yearsCorporation (retired), including two additions in September 2018. With the addition of the two as new independent directors, the Edgewell Board has expanded from ten to twelve effective immediately. NN’s board will now be comprised of nine directors, all eight of whom are independent except for the Chief Executive Officerindependent. In conjunction with today’s actionsAdditionally, as part of its commitment to good corporate governance, the Company also announced that it has entered into an agreement will approve and recommend amendments to its Restated Certificate of Incorporation to implement the Company’s transition to annual elections for directors. Directors will be elected for one- year terms beginning with the 2019 class of directors. Later classes will also stand for one-year terms at subsequent annual meetings, and the board will be fully declassified by the 2021 Annual Meeting when the directors in the 2018 director class complete their elected terms. These initiatives follow constructive dialogue and collaboration with Legion Partners Asset Management LLC (“Legion Partners”). Today’s announcement reflects the Company’s entry into an associated cooperation agreement between NN and affiliates of Legion Partners. Xxxxxx Xxxxxxx, Non-Executive Chairman of the Board, said, “Our Governance Committee annually conducts a review of the board of directors and our corporate governance practices to ensure alignment with the Company’s business objectives and commitment to driving shareholder value. Upon this year’s review, we decided that now is the right time to expand and declassify our board. We are delighted to welcome Xxxx and Xxxxxx, both highly-qualified directors, to NN’s board, adding enhanced expertise in capital markets, finance and governance, which we believe will benefit NN as we continue to execute our strategic plan.” Xxxxxxx Xxxxxx, President & Chief Executive Officer, commented, “I am pleased to have reached this constructive outcome Xxxx and Xxxxxx join the board and look forward to benefiting from working closely with them during this next phase of our strategic evolution. With proven financial and capital markets experience, we believe that the digital, eadditions of Xxxx and Xxxxxx will further drive NN toward our goal of enhancing performance through our balanced portfolio focused on higher-commerce, innovation growth end markets while continuing to de-lever.” “The addition of Xxxx and international business expertise that Xxxxxx as independent directors will add valuable capital markets knowledge and Xxx bring fresh perspective to our Boardthe board,” said Xxxxx Xxxxxxxx, Edgewell’s Chief Executive Officer, President and Chairman of the Board. “Our Board and management are focused on our previously-announced initiatives to reduce costs, drive growth and position Edgewell as a stronger competitor across our categories, and will continue to take actions that are in the best interests of the Company and all of its shareholders.” Xxxxx Xxxxx, Co-Founder and Managing Director of Legion Partners. “We applaud NN’s proposal to declassify its board, bringing it up-to-date with governance best practices. These are positive developments for all NN shareholders.” Xx. Xxxxxx said, “Edgewell I am excited to join the NN board at this key inflection point in the Company’s history. I look forward to working closely with the entire board and management team to advance NN’s position as a leading diversified industrial company.” Xx. Xxxxx commented, “NN has undergone a valuable portfolio of brands with enormous potentialsignificant transformation over the last five years, and I’m looking forward to helping guide the Company through this next chapter. I am pleased to join my fellow directors and the management team in helping NN execute on the compelling opportunities ahead.” Xx. Xxxxxx continued, “We are pleased to have engaged worked constructively with the Board Legion. NN routinely engages with all our shareholders and we always listen to reach their input and suggestions. Today’s announcement is a resolution that implements important corporate governance initiatives and adds new independent directors who will help the Company navigate the current market conditions and pursue our shared goal result of enhancing shareholder valuethose ongoing discussions.” As part Under the terms of the agreementcooperation agreement between NN and Legion Partners, Legion Partners has agreed to abide by certain customary standstill provisions standstill, voting and to support the Edgewell Board’s slate of nominees at the 2019 Annual Meetingother provisions. The Company has agreed to implement a director resignation policy in connection full agreement with its majority voting standard and will evaluate whether it would be in the best interests of the Company to reincorporate in Delaware. The complete agreement Legion Partners will be included as an exhibit to filed on a Current Report on Form 8-K, which will be filed K with the Securities and Exchange Commission.