AGREEMENTAgreement • April 19th, 2018 • Jana Partners LLC • Food and kindred products • New York
The parties hereby agree that if requested by JANA and agreed by you within three (3) business days of such request, in each case during the term of this Agreement, you shall (i) become a member of a slate of one or more nominees (the "Slate") of a JANA affiliate (the "Nominating Party") which nominee or nominees shall stand for election as directors of Pinnacle Foods Inc. ("Pinnacle Foods") in connection with a proxy solicitation (the "Proxy Solicitation") which may be conducted in respect of the 2019 annual meeting of stockholders of Pinnacle Foods (such applicable meeting, including any adjournment or postponement thereof or any special meeting held in lieu thereof, the "Annual Meeting") or appointment or election by other means, in accordance with the terms of this Agreement, and (ii) serve as a director of Pinnacle Foods if so elected or appointed. In the event of a Proxy Solicitation, JANA agrees on behalf of the Nominating Party to pay the costs of the Proxy Solicitation. In the
Joint Filing Agreement, dated April 19, 2018 PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • April 19th, 2018 • Jana Partners LLC • Food and kindred products
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.
