VOTING AGREEMENT THIS VOTING AGREEMENT (this "AGREEMENT") dated as of October 12, 2006 by and among CLIENTLOGIC CORPORATION, a Delaware corporation (the "PARENT"), STAGECOACH ACQUISITION CORPORATION, a Minnesota corporation and wholly owned subsidiary...Voting Agreement • October 17th, 2006 • Jana Partners LLC • Services-business services, nec • Minnesota
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • January 7th, 2008 • Jana Partners LLC • Services-business services, nec
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
AGREEMENTAgreement • February 5th, 2009 • Jana Partners LLC • Services-computer integrated systems design • New York
EXECUTION COPY AGREEMENT, dated April 13, 2005, between Kerr-McGee Corporation, a Delaware corporation (the "COMPANY"), the parties listed on the signature pages of this agreement as Icahn Parties (each, an "ICAHN PARTY" and, collectively, the "ICAHN...Execution Copy • April 14th, 2005 • Jana Partners LLC • Crude petroleum & natural gas • New York
FIRST AMENDMENT TO AGREEMENT The Agreement (the "Agreement") dated February 4, 2009 by and among JANA Partners LLC ("JANA") and Convergys Corporation (the "Company", and together with JANA, the "Parties") is hereby amended by this first amendment...To Agreement • December 28th, 2009 • Jana Partners LLC • Services-computer integrated systems design • New York
This STOCK OPTION AGREEMENT, dated as of December 21, 2007, is made and entered into by and between Velocity Interactive Management, LLC on behalf of itself and its affiliates and designees (the "Purchaser"), and JANA PARTNERS LLC, on behalf of funds...Stock Option Agreement • January 7th, 2008 • Jana Partners LLC • Services-business services, nec • New York
AGREEMENTConfidential Agreement • January 7th, 2008 • Jana Partners LLC • Services-business services, nec • New York
CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (the "Agreement") is made as of the 1st day of August, 2005 by and between SOURCECORP, Incorporated ("SOURCECORP") and JANA Partners LLC ("JANA", and together with SOURCECORP, the "Parties"). 1....Confidentiality Agreement • August 3rd, 2005 • Jana Partners LLC • Services-business services, nec • New York
NOMINATION AND SUPPORT AGREEMENTNomination and Support Agreement • October 24th, 2014 • Jana Partners LLC • Hotels, rooming houses, camps & other lodging places • Delaware
This Nomination and Support Agreement dated October 22, 2014 (the “Agreement”) is by and between JANA Partners LLC (“JANA”) and Civeo Corporation (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
COOPERATION AGREEMENTCooperation Agreement • March 24th, 2016 • Jana Partners LLC • Services-help supply services • Delaware
This letter agreement shall become effective upon the appointment of the March Directors to the Board of Directors (the “Board”) of Team Health Holdings, Inc. (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Cooperation Agreement (the “Cooperation Agreement”), dated as of March 22, 2016, between the Company and JANA. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, Scott Ostfeld or his replacement chosen in accordance with the Cooperation Agreement (Mr. Ostfeld and such replacement, the “JANA Designee”) may, if and to the extent he desires to do so (and subject to his fiduciary duties), confidentially disclose information he obtains while serving as a member of the Board to you and, subject to the restrictions in paragraph 2, the JANA Representatives (as hereinafter defined), and may discuss such information with such persons, subject to the terms a
COOPERATION AGREEMENTCooperation Agreement • July 9th, 2015 • Jana Partners LLC • Food and kindred products
This Cooperation Agreement (this “Agreement”) dated as of July 8, 2015 is by and between JANA Partners LLC (“JANA”) and ConAgra Foods, Inc. (the “Company”).
TERMINATION AGREEMENTTermination Agreement • June 19th, 2008 • Jana Partners LLC • Services-business services, nec
JANA Partners LLC, a Delaware limited liability company ("JANA"), on behalf of funds and accounts under its management and control, and Sandell Asset Management Corp., a Delaware corporation ("Sandell") hereby agree that, effective as of the date hereof, the Agreement, dated January 4, 2008 between JANA and Sandell (the "January 4 Agreement") is terminated, provided only that the obligation of Sandell under the January 4 Agreement to reimburse JANA for certain expenses shall survive until the payment by Sandell of all such expenses.
COOPERATION AGREEMENTCooperation Agreement • February 24th, 2014 • Jana Partners LLC • Crude petroleum & natural gas • Delaware
This Agreement dated February 23, 2014 is by and between JANA Partners LLC ("JANA") and QEP Resources, Inc. (the "Company"). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
COOPERATION AGREEMENTCooperation Agreement • March 17th, 2014 • Jana Partners LLC • Services-engineering services • Delaware
This Agreement dated March 13, 2014 is by and between JANA Partners LLC (“JANA”) and URS Corporation (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Joint Filing Agreement, dated February 25, 2016 PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • February 25th, 2016 • Jana Partners LLC • Services-help supply services
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he, she or it knows that such information is inaccurate.
Joint Filing Agreement, dated November 20, 2017 PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • November 20th, 2017 • Jana Partners LLC • Retail-eating places
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he, she or it knows that such information is inaccurate.
NOMINATION AGREEMENTNomination Agreement • July 3rd, 2017 • Jana Partners LLC • Crude petroleum & natural gas • New York
Joint Filing Agreement, dated June 13, 2019 PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • June 13th, 2019 • Jana Partners LLC • Sporting & athletic goods, nec
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he, she or it knows that such information is inaccurate.
Form of Nominee AgreementNominee Agreement • June 18th, 2015 • Jana Partners LLC • Food and kindred products • New York
Form of Nominee Agreement JANA Partners LLCNominee Agreement • November 19th, 2012 • Jana Partners LLC • Agricultural chemicals
You agree that you are willing, should we so elect, to become a member of a slate of nominees (the "Slate") of JANA Master Fund, Ltd., a Cayman Islands exempted company (the "Nominating Party"), to stand for election as a director of Agrium Inc. (the "Company") in connection with a proxy solicitation (the "Proxy Solicitation") to be conducted by the Nominating Party and certain other parties in respect of the 2013 annual meeting of shareholders of the Company expected to be held in May 2013 (including any adjournment or postponement thereof or any special meeting held in lieu thereof, the "Annual Meeting") or appointment or election by other means, and to serve as a director of the Company if so elected or appointed. You further agree to perform such other services as reasonably requested by the Nominating Party or its affiliates in furtherance of its effort to maximize shareholder value at the Company, including, without limitation, (i) providing true and complete information concerni
AGREEMENTNominee Agreement • November 20th, 2017 • Jana Partners LLC • Retail-eating places • New York
You agree that you are willing, should we so elect, to become a member of a slate of nominees (the "Slate") of a JANA affiliate (the "Nominating Party") which nominees shall stand for election as directors of Bloomin' Brands, Inc. ("Bloomin' Brands") in connection with a proxy solicitation (the "Proxy Solicitation") which may be conducted in respect of the 2018 or 2019 annual meeting of stockholders of Bloomin' Brands (such applicable meeting, including any adjournment or postponement thereof or any special meeting held in lieu thereof, the "Annual Meeting") or appointment or election by other means. You further agree to serve as a director of Bloomin' Brands if so elected or appointed. JANA agrees on behalf of the Nominating Party to pay the costs of the Proxy Solicitation. JANA also agrees on behalf of the Nominating Party to pay you, (i) $90,000 within three (3) business days of the date hereof and (ii) in the event that you are elected or appointed as a director of Bloomin' Brands,
CONSULTING AGREEMENTConsulting Agreement • June 18th, 2015 • Jana Partners LLC • Food and kindred products • New York
This Consulting Agreement (the "Agreement"), dated as of June 9, 2015, is by and between JANA Partners LLC ("JANA") and Diane Dietz (the "Consultant") (each a "Party" and collectively, the "Parties").
AGREEMENTAgreement • November 20th, 2017 • Jana Partners LLC • Retail-eating places • New York
NOMINATION AGREEMENTNomination Agreement • February 25th, 2016 • Jana Partners LLC • Services-help supply services • New York
You agree that you are willing, should we so elect, to become a member of a slate of nominees (the “Slate”) of a JANA affiliate (the “Nominating Party”) which nominees shall stand for election as directors of Team Health Holdings, Inc. (“Team Health”) in connection with a proxy solicitation (the “Proxy Solicitation”) to be conducted in respect of the 2016 annual meeting of stockholders of Team Health (including any adjournment or postponement thereof or any special meeting held in lieu thereof, the “Annual Meeting”) or appointment or election by other means. You further agree to serve as a director of Team Health if so elected or appointed. JANA agrees on behalf of the Nominating Party to pay the costs of the Proxy Solicitation. JANA also agrees on behalf of the Nominating Party to pay you, (i) $80,000 within three (3) business days of the date hereof and (ii) in the event that you are appointed or elected and serve as a director of Team Health, $130,000 within three (3) business days
NOMINATION AGREEMENTNomination Agreement • February 22nd, 2017 • Jana Partners LLC • Retail-jewelry stores • New York
AGREEMENTAgreement • April 19th, 2018 • Jana Partners LLC • Food and kindred products • New York
The parties hereby agree that if requested by JANA and agreed by you within three (3) business days of such request, in each case during the term of this Agreement, you shall (i) become a member of a slate of one or more nominees (the "Slate") of a JANA affiliate (the "Nominating Party") which nominee or nominees shall stand for election as directors of Pinnacle Foods Inc. ("Pinnacle Foods") in connection with a proxy solicitation (the "Proxy Solicitation") which may be conducted in respect of the 2019 annual meeting of stockholders of Pinnacle Foods (such applicable meeting, including any adjournment or postponement thereof or any special meeting held in lieu thereof, the "Annual Meeting") or appointment or election by other means, in accordance with the terms of this Agreement, and (ii) serve as a director of Pinnacle Foods if so elected or appointed. In the event of a Proxy Solicitation, JANA agrees on behalf of the Nominating Party to pay the costs of the Proxy Solicitation. In the
Joint Filing Agreement, dated April 19, 2018 PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • April 19th, 2018 • Jana Partners LLC • Food and kindred products
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he, she or it knows that such information is inaccurate.
Joint Filing Agreement, dated July 3, 2017 PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • July 3rd, 2017 • Jana Partners LLC • Crude petroleum & natural gas
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he, she or it knows that such information is inaccurate.
Joint Filing Agreement, dated June 18, 2015 PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • June 18th, 2015 • Jana Partners LLC • Food and kindred products
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he, she or it knows that such information is inaccurate.
This Agreement (the "Agreement") is made as of August 4, 2006, between SITEL Corporation ("SITEL") and JANA Partners LLC ("JANA", and with SITEL, the "Parties"). 1. APPOINTMENT OF DIRECTORS. In order that certain individuals designated by JANA as set...Agreement • August 8th, 2006 • Jana Partners LLC • Services-business services, nec • New York
AGREEMENTAgreement • July 3rd, 2017 • Jana Partners LLC • Crude petroleum & natural gas • New York
COOPERATION AGREEMENTCooperation Agreement • June 13th, 2019 • Jana Partners LLC • Sporting & athletic goods, nec • New York
This Cooperation Agreement (the "Agreement"), dated as of [DATE], is by and between JANA Partners LLC ("JANA") and [COOPERATING PARTY] (“you”) (each a "Party" and collectively, the "Parties").
Joint Filing Agreement, dated February 22, 2017 PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • February 22nd, 2017 • Jana Partners LLC • Retail-jewelry stores
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he, she or it knows that such information is inaccurate.
CONFIDENTIALITY, STANDSTILL AND BOARD REPRESENTATION AGREEMENT This Confidentiality, Standstill and Board Representation Agreement (the "Agreement") is made as of the 7th day of July, 2005 by and between Artesyn Technologies, Inc. ("ARTESYN") and Jana...Standstill and Board Representation Agreement • July 8th, 2005 • Jana Partners LLC • Electronic components, nec • New York
Joint Filing Agreement, dated November 19, 2012 PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • November 19th, 2012 • Jana Partners LLC • Agricultural chemicals
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows that such information is inaccurate.
