Joint Filing Agreement, dated February 25, 2016 PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • February 25th, 2016 • Jana Partners LLC • Services-help supply services
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he, she or it knows that such information is inaccurate.
NOMINATION AGREEMENTNomination Agreement • February 25th, 2016 • Jana Partners LLC • Services-help supply services • New York
You agree that you are willing, should we so elect, to become a member of a slate of nominees (the “Slate”) of a JANA affiliate (the “Nominating Party”) which nominees shall stand for election as directors of Team Health Holdings, Inc. (“Team Health”) in connection with a proxy solicitation (the “Proxy Solicitation”) to be conducted in respect of the 2016 annual meeting of stockholders of Team Health (including any adjournment or postponement thereof or any special meeting held in lieu thereof, the “Annual Meeting”) or appointment or election by other means. You further agree to serve as a director of Team Health if so elected or appointed. JANA agrees on behalf of the Nominating Party to pay the costs of the Proxy Solicitation. JANA also agrees on behalf of the Nominating Party to pay you, (i) $80,000 within three (3) business days of the date hereof and (ii) in the event that you are appointed or elected and serve as a director of Team Health, $130,000 within three (3) business days
