COOPERATION AGREEMENTCooperation Agreement • March 24th, 2016 • Jana Partners LLC • Services-help supply services • Delaware
This letter agreement shall become effective upon the appointment of the March Directors to the Board of Directors (the “Board”) of Team Health Holdings, Inc. (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Cooperation Agreement (the “Cooperation Agreement”), dated as of March 22, 2016, between the Company and JANA. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, Scott Ostfeld or his replacement chosen in accordance with the Cooperation Agreement (Mr. Ostfeld and such replacement, the “JANA Designee”) may, if and to the extent he desires to do so (and subject to his fiduciary duties), confidentially disclose information he obtains while serving as a member of the Board to you and, subject to the restrictions in paragraph 2, the JANA Representatives (as hereinafter defined), and may discuss such information with such persons, subject to the terms a
