STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD c/o Starboard Value LP 777 Third Avenue, 18th Floor New York, New York 10017Nomination Agreement • January 18th, 2018 • Starboard Value LP • Semiconductors & related devices
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 Mellanox Technologies, Ltd. (the “Company”) at the Company’s 2018 annual general meeting of shareholders including or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, (the “Annual Meeting”).
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD c/o Starboard Value LP 777 Third Avenue, 18th Floor New York, New York 10017Nomination Agreement • January 18th, 2018 • Starboard Value LP • Semiconductors & related devices
Thank you for agreeing to serve as a nominee for election to the Board of Directors of Mellanox Technologies, Ltd. (the “Company”) in connection with the proxy solicitation that Starboard Value and Opportunity Master Fund Ltd and its affiliates (collectively, the “Starboard Group”) is considering undertaking to nominate and elect directors at the Company’s 2018 annual general meeting of shareholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Starboard Group Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its shareholders. This letter (“Agreement”) will set forth the terms of our agreement.
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • January 18th, 2018 • Starboard Value LP • Semiconductors & related devices
WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of Mellanox Technologies, Ltd., a public company formed under the laws of Israel (the “Company”);
