STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD c/o Starboard Value LPStarboard Value LP • March 22nd, 2021 • Insurance agents, brokers & service
Company FiledMarch 22nd, 2021 IndustryThis 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 eHealth, Inc. (the “Company”) at the Company’s 2021 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 LPStarboard Value LP • March 22nd, 2021 • Insurance agents, brokers & service
Company FiledMarch 22nd, 2021 IndustryThank you for agreeing to serve as a nominee for election to the Board of Directors of eHealth, 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 2021 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 (“Agreement”) will set forth the terms of our agreement.
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • March 22nd, 2021 • Starboard Value LP • Insurance agents, brokers & service
Contract Type FiledMarch 22nd, 2021 Company IndustryWHEREAS, certain of the undersigned are stockholders, direct or beneficial, of eHealth, Inc., a Delaware corporation (the “Company”);