SUPPORT AGREEMENTSupport Agreement • November 27th, 2018 • Third Point LLC • Food and kindred products • New Jersey
This Support Agreement, dated November 26, 2018 (this “Agreement”), is by and among the persons and entities listed on Schedule A hereto (collectively, “Third Point”, and each individually, a “member” of Third Point), Campbell Soup Company (the “Company”), and The Revocable Trust of George Strawbridge, Jr., dated January 21, 1991 (the “Strawbridge Trust”), solely for purposes of Sections 1(a)(viii)-(ix), Section 17 and Section 18.
CAMPBELL INVESTOR CONTACT: CAMPBELL MEDIA CONTACT: Ken Gosnell Thomas HushenThird Point LLC • November 27th, 2018 • Food and kindred products
CAMDEN, N.J., and NEW YORK, Nov. 26, 2018—Campbell Soup Company (NYSE: CPB) and Third Point (NYSE: TPRE) announced today that they have reached an agreement with respect to the election of directors at Campbell’s 2018 Annual Meeting of Shareholders and certain other matters. Under the terms of the agreement, following its Nov. 29, 2018 Annual Meeting, Campbell will increase the size of its Board from 12 to 14 members and add two new, independent directors from Third Point’s proposed slate: Sarah Hofstetter, President of Comscore, and Kurt Schmidt, former Director and CEO of Blue Buffalo Company, Ltd. In connection with this settlement, Third Point has agreed to a 12-month standstill and certain support commitments.
November 26, 2018 Dear George:Third Point LLC • November 27th, 2018 • Food and kindred products
Reference is made to that certain Agreement dated as of August 9, 2018 between Third Point LLC and George Strawbridge, Jr. (the “Agreement”). The undersigned parties acknowledge that concurrently with the execution of this letter agreement, such parties and the other parties named therein are entering into a Support Agreement with Campbell Soup Company. As a result, the undersigned parties agree that, effective on the date hereof, the Agreement shall be terminated in all respects, subject only to the express provisions thereof that survive such termination. Without limiting the foregoing, the parties acknowledge and agree that, effective on the date hereof, any “group” pursuant to Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended, that may have been formed in connection with the execution of the Agreement is hereby terminated.
