Letter Constitutes the Agreement Sample Contracts

Gentlemen:
Letter Constitutes the Agreement • January 14th, 2014 • SPX Corp • Metalworkg machinery & equipment • New York

This letter constitutes the agreement (this “Agreement”) between SPX Corporation, a Delaware corporation (the “Company”), on the one hand, and Relational Investors LLC (“Investor”) and each of the other individuals and entities set forth on Annex A to this Agreement (the “Investor Affiliates,” and together with Investor and the Affiliates and Associates of each of the foregoing, the “Investor Group”), on the other hand, with respect to the matters set forth below:

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April 5, 2011
Letter Constitutes the Agreement • April 6th, 2011 • Century Aluminum Co • Primary production of aluminum • New York

This letter constitutes the agreement (the “Agreement”) between Century Aluminum Company (the “Company”), on the one hand, and Glencore AG (“Glencore”) and each of the other Persons (as defined below) set forth on the signature pages hereto (the “Glencore Affiliates”), on the other hand, with respect to the matters set forth below. Glencore, the Glencore Affiliates and the affiliates (as defined below) of each of the foregoing are collectively referred to as the “Glencore Group.”

Privet Fund LP Suite 2670 Atlanta, GA 30305 Gentlemen:
Letter Constitutes the Agreement • May 20th, 2013 • Privet Fund LP • Services-business services, nec • Delaware

This letter constitutes the agreement (the “Agreement”) between PFSweb, Inc., a Delaware corporation (the “Company”), on the one hand, and Privet Fund LP, a Delaware limited partnership (the “Investor”), and each of the other individuals and entities set forth on the signature pages hereto (the “Investor Affiliates,” and together with Investor, the Investor Affiliates, and the Affiliates and Associates of each of the foregoing, the “Investor Group”), on the other hand, with respect to the matters set forth below:

July 24, 2002 Mr. Robert J. Farrell Smithtown, NY 11787 Dear Bob:
Letter Constitutes the Agreement • March 25th, 2003 • Mercator Software Inc • Services-prepackaged software • Connecticut

This letter constitutes the agreement (the “Agreement”) between you (“You”) and Mercator Software, Inc. (the “Company”) with respect to your resignation of employment with the Company.

Sonus Networks, Inc. 7 Technology Park Drive Westford, MA 01886
Letter Constitutes the Agreement • January 12th, 2009 • Sonus Networks Inc • Services-computer integrated systems design • Delaware

This letter constitutes the agreement (the “Agreement”) between Sonus Networks, Inc. (the “Company”), on the one hand, and Legatum Capital Limited and each of the entities set forth on Schedule A, on the other hand (collectively, “Legatum”, and individually a “Member”), with respect to the matters set forth below:

HEWLETT-PACKARD COMPANY
Letter Constitutes the Agreement • November 17th, 2011 • Hewlett Packard Co • Computer & office equipment • Delaware

This letter constitutes the agreement (this “Agreement”) between Hewlett-Packard Company, a Delaware corporation (the “Company”), on the one hand, and Relational Investors LLC (“Investor”) and each of the other individuals and entities set forth on the signature pages hereto (the “Investor Affiliates”; the Investor Affiliates, together with Investor and the Affiliates (as defined below) and Associates (as defined below) of Investor and each Investor Affiliate, the “Investor Group”), on the other hand, with respect to the matters set forth below:

Red Robin Gourmet Burgers, Inc. 6312 South Fiddlers Green Circle, # 200N Greenwood Village, CO 80111 April 5, 2011
Letter Constitutes the Agreement • April 5th, 2011 • Red Robin Gourmet Burgers Inc • Retail-eating places • Delaware

This letter constitutes the agreement (the “Agreement”) among David Makula (“Mr. Makula”) and Oak Street Capital Management, LLC (“Oak Street”), each on behalf of itself and its affiliated funds, persons and entities, both current and future, including without limitation Mr. Makula and the other persons listed on Schedule 1 hereto (collectively, the “Investor Group”), and Red Robin Gourmet Burgers, Inc., a Delaware corporation (the “Company”).

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