STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD c/o Starboard Value LP 777 Third Avenue, 18th Floor New York, New York 10017Nomination Agreement • February 23rd, 2018 • Starboard Value LP • Services-computer processing & data preparation
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 Cars.com Inc. (the “Company”) at the Company’s 2018 annual meeting of stockholders including any other meeting of stockholders 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 • February 23rd, 2018 • Starboard Value LP • Services-computer processing & data preparation
Thank you for agreeing to serve as a nominee for election to the Board of Directors of Cars.com Inc. (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 meeting of stockholders, 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 stockholders. This letter (this “Agreement”) will set forth the terms of our agreement.
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • February 23rd, 2018 • Starboard Value LP • Services-computer processing & data preparation
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Cars.com Inc., a Delaware corporation (the “Company”);
