NOMINATION AGREEMENTNomination Agreement • March 26th, 2018 • Avon Products Inc • Perfumes, cosmetics & other toilet preparations
This NOMINATION AGREEMENT (the “Agreement”), dated March 26, 2018 (the “Effective Date”), is by and among Avon Products, Inc. (the “Company”), Barington Companies Equity Partners, L.P. (“Barington”), James A. Mitarotonda (the “Designee”) and the other entities and natural persons signatory hereto, including Shah Capital Management, Inc., Himanshu H. Shah, NuOrion Advisors, LLC and Guy Phillips (collectively, the “Barington Group” and each, a “Barington Group Member”). The Company and each Barington Group Member is a “Party” to this Agreement and collectively they are the “Parties.”
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • March 26th, 2018 • Avon Products Inc • Perfumes, cosmetics & other toilet preparations
This letter agreement shall become effective upon the appointment of the Designee to the Board of Directors (the “Board”) of Avon Products, Inc. (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Nomination Agreement (the “Nomination Agreement”), dated as of March 26, 2018, among the Company, the Designee and the other parties thereto. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, including but not limited to paragraph 2, the Designee may, if and to the extent he desires to do so, disclose information he obtains while serving as a member of the Board to you and your Representatives (as hereinafter defined), and may discuss such information with any and all such persons, subject to the terms and conditions of this letter agreement. As a result, you and your Representatives may receive certain non-public information regarding the Company. You acknowl
