STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD c/o Starboard Value LPNomination Agreement • February 21st, 2024 • Starboard Value LP • Services-business services, nec
This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Starboard Group”), including Starboard Value and Opportunity Master Fund Ltd, an affiliate of Starboard Value LP, for election as a director of Alight, Inc. (the “Company”) at the Company’s 2024 annual meeting of stockholders including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD c/o Starboard Value LP 777 Third Avenue, 18th Floor New York, New York 10017Nomination Agreement • March 11th, 2015 • Starboard Value LP • Industrial inorganic chemicals
This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Starboard Group”), including Starboard Value and Opportunity Master Fund Ltd, an affiliate of Starboard Value LP, for election as a director of LSB Industries, Inc. (the “Company”) at the Company’s 2015 annual meeting of stockholders including or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, (the “Annual Meeting”).
AMENDED AND RESTATED JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • June 27th, 2013 • Starboard Value LP • Retail-miscellaneous shopping goods stores
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Office Depot, Inc., a Delaware corporation (the “Company”);
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD c/o Starboard Value LPNomination Agreement • February 21st, 2024 • Starboard Value LP • Services-business services, nec
Thank you for agreeing to serve as a nominee for election to the Board of Directors of Alight, Inc. (the “Company”) in connection with the proxy solicitation that Starboard Value and Opportunity Master Fund Ltd and its affiliates (collectively, the “Starboard Group”) is considering undertaking to nominate and elect directors at the Company’s 2024 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Starboard Group Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter (“Agreement”) will set forth the terms of our agreement.
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD c/o Starboard Value LP 830 Third Avenue, 3rd Floor New York, New York 10022Nominee Agreement • January 14th, 2013 • Starboard Value LP • Paper mills • New York
This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Starboard Group”), including Starboard Value and Opportunity Master Fund Ltd, an affiliate of Starboard Value LP, for election as a director of Wausau Paper Corp. (the “Company”) at the Company’s 2013 annual meeting of stockholders including or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, (the “Annual Meeting”).
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD c/o Starboard Value LP 777 Third Avenue, 18th Floor New York, New York 10017Nominee Agreement • February 6th, 2023 • Starboard Value LP • Plastic materials, synth resins & nonvulcan elastomers
Thank you for agreeing to serve as a nominee for election to the Board of Directors of Rogers Corporation (the “Company”) in connection with the proxy solicitation that Starboard Value and Opportunity Master Fund Ltd and its affiliates (collectively, the “Starboard Group”) is considering undertaking to nominate and elect directors at the Company’s 2023 annual meeting of shareholders, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Starboard Group Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its shareholders. This letter (“Agreement”) will set forth the terms of our agreement.
JOINDER AGREEMENTJoinder Agreement • March 14th, 2014 • Starboard Value LP • Retail-eating places
This JOINDER AGREEMENT (the “Joinder”) is dated as of March 14, 2014 by and among Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company, Starboard Value and Opportunity S LLC, a Delaware limited liability company, Starboard Value and Opportunity C LP, a Delaware limited partnership, Starboard Leaders Delta LLC, a Delaware limited liability company, Starboard Value LP, a Delaware limited partnership, Starboard Value GP LLC, a Delaware limited liability company, Starboard Principal Co LP, a Delaware limited partnership, Starboard Principal Co GP LLC, a Delaware limited liability company, Starboard Leaders Fund LP, a Delaware limited partnership, Starboard Value A LP, a Delaware limited partnership, Starboard Value A GP LLC, a Delaware limited liability company, Starboard Value R LP, a Delaware limited partnership, Starboard Value R GP LLC, a Delaware limited liability company, Jeffrey C. Smith, Mark R. Mitchell, Peter A. Feld, Bradley D. Blum, Charles M. Sons
AGREEMENTShareholder Agreement • February 27th, 2023 • Starboard Value LP • Plastic materials, synth resins & nonvulcan elastomers • Delaware
This Agreement (this “Agreement”) is made and entered into as of February 26, 2023 by and among Rogers Corporation (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).
JOINT FILING AGREEMENTJoint Filing Agreement • July 24th, 2023 • Starboard Value LP • Electric services
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Shares, no par value, of Algonquin Power & Utilities Corp. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • June 8th, 2020 • Starboard Value LP • Services-prepackaged software
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par value per share, of Commvault Systems, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
AGREEMENTShareholder Agreement • January 2nd, 2024 • Starboard Value LP • Retail-eating places • Delaware
This Agreement (this “Agreement”) is made and entered into as of January 2, 2024, by and between Bloomin’ Brands, Inc. (the “Company”) and the entities and natural persons set forth in the signature pages to this Agreement (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).
AGREEMENTShareholder Agreement • July 13th, 2020 • Starboard Value LP • Services-hospitals • Florida
This Agreement (this “Agreement”) is made and entered into as of July 12, 2020 by and among MEDNAX, Inc. (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).
AGREEMENTAmended and Restated Agreement • March 8th, 2013 • Starboard Value LP • Paper mills • Wisconsin
This Amended and Restated Agreement (this “Agreement”) is made and entered into as of March 6, 2013 and amends and restates in its entirety the Agreement, dated as of February 10, 2012 (the “Original Date”), by and among Wausau Paper Corp. (the “Company”) and the entities and natural persons listed on Exhibit A hereto and their respective Affiliates (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).
COOPERATION AND SUPPORT AGREEMENTCooperation and Support Agreement • March 30th, 2017 • Starboard Value LP • Pharmaceutical preparations • California
This Cooperation and Support Agreement (this “Agreement”) is made and entered into as of March 28, 2017 by and among Depomed, Inc. (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).
AGREEMENTShareholder Agreement • April 27th, 2015 • Starboard Value LP • Industrial inorganic chemicals • Delaware
This Agreement (this “Agreement”) is made and entered into as of April 26, 2015, by and among LSB Industries, Inc. (the “Company”) and the entities and natural persons listed on Exhibit A hereto and their respective Affiliates and Associates (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).
AGREEMENTShareholder Agreement • August 22nd, 2013 • Starboard Value LP • Retail-miscellaneous shopping goods stores • Delaware
This Agreement (this “Agreement”) is made and entered into as of August 20, 2013, by and among Office Depot, Inc. (the “Company”) and the entities and natural persons listed on Exhibit A hereto and their Affiliates (as defined in Rule 12b-2 (17 CFR 240.12b-2) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) (collectively, “Starboard”). Each of the Company and Starboard is a “Party” to this Agreement, and collectively referred to as the “Parties.”
AGREEMENTBoard Composition Agreement • October 19th, 2016 • Starboard Value LP • Title insurance • Delaware
This Agreement (this “Agreement”) is made and entered into as of October 17, 2016 by and among Stewart Information Services Corporation (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).
AGREEMENTShareholder Agreement • May 13th, 2021 • Starboard Value LP • Insurance agents, brokers & service • Delaware
This Agreement (this “Agreement”) is made and entered into as of May 12, 2021 by and among eHealth, Inc. (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).
AGREEMENTBoard Composition Agreement • May 19th, 2016 • Starboard Value LP • Services-help supply services • Delaware
This Agreement (this “Agreement”) is made and entered into as of May 18, 2016 by and among Insperity, Inc. (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).
AGREEMENTShareholder Agreement • June 20th, 2012 • Starboard Value LP • Semiconductors & related devices • Delaware
This Agreement (this “Agreement”) is made and entered into as of June 19, 2012, by and among Integrated Device Technology, Inc. (the “Company”) and the entities and natural persons listed on Exhibit A hereto and their Affiliates (as defined herein) (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).
JOINT FILING AGREEMENTJoint Filing Agreement • April 18th, 2024 • Starboard Value LP • Electric services
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Shares, no par value, of Algonquin Power & Utilities Corp. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • June 19th, 2018 • Starboard Value LP • Semiconductors & related devices
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to Ordinary Shares, nominal value NIS 0.0175 per share, of Mellanox Technologies, Ltd. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
AGREEMENTAgreement • March 23rd, 2020 • Starboard Value LP • Services-prepackaged software • Delaware
This Agreement (this “Agreement”) is made and entered into as of March 22, 2020 by and among Box, Inc. (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).
AGREEMENTAgreement • March 23rd, 2015 • Starboard Value LP • Services-help supply services • Delaware
This Agreement (this “Agreement”) is made and entered into as of March 21, 2015 by and among Insperity, Inc. (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).
Voting AgreementVoting Agreement • October 14th, 2015 • Starboard Value LP • Paper mills • Delaware
This Voting Agreement (this “Agreement”), dated as of October 12, 2015, is entered into between the undersigned stockholder (“Stockholder”) of WAUSAU PAPER CORP., a Wisconsin corporation (the “Company”), and SCA AMERICAS INC., a Delaware corporation (“Parent”).
JOINT FILING AGREEMENTJoint Filing Agreement • May 10th, 2011 • Starboard Value LP • Services-prepackaged software
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of Openwave Systems Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • May 13th, 2014 • Starboard Value LP • Computer storage devices
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Quantum Corporation, a Delaware corporation (the “Company”);
JOINT FILING AGREEMENTJoint Filing Agreement • April 6th, 2022 • Starboard Value LP • Chemicals & allied products
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of Huntsman Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
AMENDED AND RESTATED JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • April 2nd, 2020 • Starboard Value LP • Chemicals & allied products
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of GCP Applied Technologies Inc., a Delaware corporation (the “Company”);
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD c/o Starboard Value LP 599 Lexington Avenue, 19th Floor New York, New York 10022Nominee Agreement • September 13th, 2011 • Starboard Value LP • Semiconductors & related devices • New York
This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Starboard Group”), including Starboard Value and Opportunity Master Fund Ltd, an affiliate of Starboard Value LP, for election as a director of Openwave Systems Inc. (the “Company”) at the Company’s 2011 annual meeting of stockholders (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”).
AGREEMENTShareholder Agreement • February 25th, 2021 • Starboard Value LP • Services-prepackaged software • Delaware
This Agreement (this “Agreement”) is made and entered into as of February 24, 2021, by and between ACI Worldwide, Inc. (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).
AMENDED AND RESTATED JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • July 20th, 2021 • Starboard Value LP • Services-prepackaged software
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Box, Inc., a Delaware corporation (the “Company”);
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD c/o Starboard Value LP 777 Third Avenue, 18th Floor New York, New York 10017Nomination Agreement • February 23rd, 2018 • Starboard Value LP • Services-computer processing & data preparation
Thank you for agreeing to serve as a nominee for election to the Board of Directors of Cars.com Inc. (the “Company”) in connection with the proxy solicitation that Starboard Value and Opportunity Master Fund Ltd and its affiliates (collectively, the “Starboard Group”) is considering undertaking to nominate and elect directors at the Company’s 2018 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Starboard Group Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter (this “Agreement”) will set forth the terms of our agreement.
ContractVoting and Support Agreement • December 7th, 2021 • Starboard Value LP • Chemicals & allied products • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of December 5, 2021, is by and among Cyclades Parent, Inc., a Delaware corporation (“Parent”), Cyclades Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and the Persons set forth on Schedule I attached hereto (each, a “Stockholder”).
JOINT FILING AGREEMENTJoint Filing Agreement • July 21st, 2022 • Starboard Value LP • Services-prepackaged software
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.001 per share, of LivePerson, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
