STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD c/o Starboard Value LPStarboard Value LP • February 21st, 2024 • Services-business services, nec
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 Alight, Inc. (the “Company”) at the Company’s 2024 annual meeting of stockholders including 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 LPStarboard Value LP • February 21st, 2024 • Services-business services, nec
Thank you for agreeing to serve as a nominee for election to the Board of Directors of Alight, 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 2024 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.
GROUP AGREEMENTGroup Agreement • February 21st, 2024 • Starboard Value LP • Services-business services, nec
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Alight, Inc., a Delaware corporation (the “Company”);
