STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD c/o Starboard Value LP 777 Third Avenue, 18th Floor New York, New York 10017Starboard Value LP • March 11th, 2015 • Industrial inorganic chemicals
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 LSB Industries, Inc. (the “Company”) at the Company’s 2015 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”).
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • March 11th, 2015 • Starboard Value LP • Industrial inorganic chemicals
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of LSB Industries, Inc., a Delaware corporation (the “Company”);
