0001193805-18-000098 Sample Contracts

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD c/o Starboard Value LP 777 Third Avenue, 18th Floor New York, New York 10017 BLR Partners LP 1177 West Loop South Suite 1625 Houston, TX 77027
Nomination Agreement • January 31st, 2018 • Starboard Value LP • Services-computer programming services

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 “Stockholder Group”), including Starboard Value and Opportunity Master Fund Ltd and BLR Partners LP, for election as a director of Monotype Imaging Holdings Inc. (the “Company”) at the Company’s 2018 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”).

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JOINDER AGREEMENT
Joinder Agreement • January 31st, 2018 • Starboard Value LP • Services-computer programming services

This JOINDER AGREEMENT (the “Joinder”) is dated as of January 30, 2018 by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Starboard Value R LP, Starboard Value R GP LLC, Jeffrey C. Smith, Mark R. Mitchell, Peter A. Feld (collectively, “Starboard”), BLR Partners LP, BLRPart, LP, BLRGP Inc., Fondren Management, LP, FMLP Inc. and Bradley L. Radoff (collectively, the “Existing Members”) and Kristen O’Hara, Clifford Press, George A. Riedel and Edward Terino (the “New Members”).

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD c/o Starboard Value LP 777 Third Avenue, 18th Floor New York, New York 10017 BLR Partners LP 1177 West Loop South Suite 1625 Houston, TX 77027
Nomination Agreement • January 31st, 2018 • Starboard Value LP • Services-computer programming services

Thank you for agreeing to serve as a nominee for election to the Board of Directors of Monotype Imaging Holdings Inc. (the “Company”) in connection with the proxy solicitation that Starboard Value and Opportunity Master Fund Ltd and BLR Partners LP, together with certain of their respective affiliates (collectively, the “Stockholder 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 “Stockholder 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.

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