November __, 2009Ramius LLC • November 12th, 2009 • Services-prepackaged software
Thank you for agreeing to serve as a nominee for election to the Board of Directors of Phoenix Technologies Ltd. (the “Company”) in connection with the proxy solicitation that Ramius Value and Opportunity Master Fund Ltd and its affiliates (collectively, the “Ramius Group”) is considering undertaking to nominate and elect directors at the Company’s 2010 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Ramius Group Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter will set forth the terms of our agreement.
November __, 2009Ramius LLC • November 12th, 2009 • Services-prepackaged software
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 “Ramius Group”), including Ramius Value and Opportunity Master Fund Ltd, a subsidiary of Ramius LLC, for election as a director of Phoenix Technologies Ltd. (the “Company”) at the Company’s 2010 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • November 12th, 2009 • Ramius LLC • Services-prepackaged software
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Phoenix Technologies Ltd., a Delaware Corporation (the “Company”);
