EXECUTION VERSION
COOPERATION AGREEMENT
This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of May 5, 2024, by and between Alight, Inc. (the “Company”) and Starboard Value and Opportunity Master Fund, Ltd. (together with its Affiliates, “Starboard”). The Company and Starboard are each herein referred to as a “Party” and collectively, the “Parties.”
WHEREAS, on February 16, 2024, Starboard delivered to the Company a notice of intent to submit director nominations (the “Nomination Notice”) at the Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”);
WHEREAS, on February 21, 2024, Starboard filed a Schedule 13D with the Securities and Exchange Commission (the “SEC”) disclosing its intent to engage in discussions with management and the Board of Directors (the “Board”) of the Company regarding Board representation and the composition of the Board, generally; and
WHEREAS, the Company and Starboard have determined to come to an agreement with respect to the composition of the Board and certain other matters, as provided in this Agreement.
NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:
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If to the Company:
Alight, Inc. 4 Overlook Point Lincolnshire, IL 60069 Attn: Martin T. Felli, Chief Legal Officer and Corporate Secretary Email: [***] | with mandatory copies (which shall not constitute notice) to:
Sidley Austin LLP 1001 Page Mill Road Building 1 Palo Alto, CA 94304
Attn: Derek Zaba Jessica Wood
Email: [***] [***] |
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If to Starboard:
Starboard Value and Opportunity Master Fund Ltd. c/o Starboard Value LP 777 Third Avenue, 18th Floor New York, NY 10017 Attn: Jeffrey C. Smith Peter A. Feld Email: [***] [***] | with mandatory copies (which shall not constitute notice) to:
Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York, NY 10019 Attn: Andrew M. Freedman, Esq. Meagan Reda, Esq.
Email: [***] [***] |
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[Signature Page Follows]
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the Parties as of the date hereof.
THE COMPANY:
Alight, Inc.
By: /s/ Stephan D. Scholl Name: Stephan D. Scholl Title: Chief Executive Officer |
Signature Page to Cooperation Agreement
STARBOARD: | ||
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD | ||
By: |
| Starboard Value LP, |
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| its investment manager |
STARBOARD VALUE AND OPPORTUNITY S LLC | ||
By: |
| Starboard Value LP, |
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| its manager |
STARBOARD VALUE AND OPPORTUNITY C LP | ||
By: |
| Starboard Value R LP, |
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| its general partner |
STARBOARD VALUE R LP | ||
By: |
| Starboard Value R GP LLC, |
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| its general partner |
STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP | ||
By: |
| Starboard Value L LP, |
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| its general partner |
STARBOARD VALUE L LP | ||
By: |
| Starboard Value R GP LLC, |
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| its general partner |
Signature Page to Cooperation Agreement
STARBOARD VALUE LP | ||
By: |
| Starboard Value GP LLC, |
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| its general partner
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STARBOARD VALUE GP LLC | ||
By: |
| Starboard Principal Co LP, |
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| its member |
STARBOARD X MASTER FUND LTD | ||
By: |
| Starboard Value LP, |
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| its investment manager |
STARBOARD PRINCIPAL CO LP | ||
By: |
| Starboard Principal Co GP LLC, |
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| its general partner |
STARBOARD VALUE R GP LLC
STARBOARD PRINCIPAL CO GP LLC |
| By: |
| /s/ Jeffrey C. Smith |
| Name: |
| Jeffrey C. Smith |
| Title: |
| Authorized Signatory |
Signature Page to Cooperation Agreement
Exhibit A
Press Release
[See attached]