STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD c/o Starboard Value LP 777 Third Avenue, 18th Floor New York, New York 10017Nomination Agreement • February 22nd, 2019 • Starboard Value LP • Services-hospitals • New York
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 Magellan Health, Inc. (the “Company”) at the Company’s 2019 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 • February 22nd, 2019 • Starboard Value LP • Services-hospitals
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Magellan Health, Inc., a Delaware corporation (the “Company”);
