JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • December 29th, 2011 • Starboard Value LP • Photographic equipment & supplies
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Avid Technology, 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 • December 29th, 2011 • Starboard Value LP • Photographic equipment & supplies
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 Avid Technology, Inc. (the “Company”) at the Company’s 2012 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”).
