ICAHN PARTNERS LP
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
HIGH RIVER LIMITED PARTNERSHIP
c/o Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, NY 10153
February 11, 2011
VIA HAND DELIVERY
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Mentor Graphics Corporation
8005 S.W. Boeckman Road
Wilsonville, OR 97070-7777
Attention: Secretary
Re: Shareholders' Notice (this "Notice") of Shareholder Proposals and
Nomination of Persons for Election as Directors at the 2011 Annual Meeting
of Shareholders of Mentor Graphics Corporation (the "Corporation")
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Ladies and Gentlemen:
Icahn Partners LP, a Delaware limited partnership ("Icahn Partners"), Icahn
Partners Master Fund LP, a Cayman Islands exempted limited partnership ("Icahn
Master"), Icahn Partners Master Fund II LP, a Cayman Islands exempted limited
partnership ("Icahn Master II"), Icahn Partners Master Fund III LP, a Cayman
Islands exempted limited partnership ("Icahn Master III") and High River Limited
Partnership, a Delaware limited partnership ("High River", and together with
Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III, the "Record
Holders" and each of them a "Record Holder") hereby submit this notice (this
"Notice") on the date hereof pursuant to the requirements (the "Bylaw
Requirements") set forth in the Bylaws of the Corporation, effective December
2009 (the "Bylaws"), of their intent to make Proposals (as defined below) and
nominate each person on the Slate (as defined below) for election as directors
of the Corporation at the 2011 annual meeting of shareholders of the Corporation
(the "Annual Meeting"), or a special meeting of shareholders of the Corporation
called for a similar purpose. This Notice is submitted by the Record Holders and
on behalf of the Beneficial Owners (as defined in Annex A).
The address of Icahn Partners is 767 Fifth Avenue, 47th Floor, New York, NY
10153. The address of Icahn Master is c/o Walkers SPV Limited, P.O. Box 908GT,
87 Mary Street, George Town, Grand Cayman, Cayman Islands. The address of Icahn
Master II is c/o Walkers SPV Limited, Walker House, 87 Mary Street, George Town,
Grand Cayman KY1-9002, Cayman Islands. The address of Icahn Master III is c/o
Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman
KY1-9002, Cayman Islands. The address of High River is 767 Fifth Avenue, 47th
Floor, New York, NY 10153 (1). Each of Icahn Master, Icahn Master II, Icahn
Master III, Icahn Partners and High River is primarily engaged in the business
of investing in securities.
As of the close of business on February 10, 2011 (i) each of the Record
Holders represents that it is the holder of record of, and is entitled to vote,
1000 shares of Common Stock, without par value, of the Corporation (the
"Shares"); (ii) Icahn Partners represents that it is the direct beneficial owner
of, and is entitled to vote, 4,908,189 Shares (including the 1000 Shares of
which Icahn Partners is the shareholder of record); (iii) Icahn Master
represents that it is the direct beneficial owner of, and is entitled to vote,
5,568,678 Shares (including the 1000 Shares of which Icahn Master is the
shareholder of record); (iv) Icahn Master II represents that it is the direct
beneficial owner of, and is entitled to vote, 1,632,955 Shares (including the
1000 Shares of which Icahn Master II is the shareholder of record); (v) Icahn
Master III represents that it is the direct beneficial owner of, and is entitled
to vote, 786,410 Shares (including the 1000 Shares of which Icahn Master III is
the shareholder of record); and (vi) High River represents that it is the direct
beneficial owner of, and is entitled to vote, 3,224,057 Shares (including the
1000 Shares of which High River is the shareholder of record), in each case as
further described in Annex A. Carl C. Icahn, by virtue of his relationship to
Icahn Partners, Icahn Master, Icahn Master II, Icahn Master III and High River
is deemed to beneficially own (as that term is defined in Rule 13d-3 of the
Securities Act of 1933, as amended) the Shares which Icahn Partners, Icahn
Master, Icahn Master II, Icahn Master III and High River directly beneficially
own, as further described in Annex A.
_________________________
(1) Please note that the Record Holders have been advised by American Stock
Transfer & Trust Company ("AST") that the address set forth on the book
entry for the Corporation at AST as the address for each of the Record
Holders is: "767 5th Avenue, New York, NY 10153."
Each Record Holder hereby represents that it intends to appear in person or by
proxy at the Annual Meeting to nominate for election as directors of the
Corporation the following persons (each, a "Nominee" and collectively, the
"Slate"):
Mr. Jose Maria Alapont
Mr. Gary Meyers
Mr. David Schechter
Each Record Holder further represents that it intends to (i) deliver a
proxy statement and a form of proxy to holders of at least the percentage of the
Corporation's capital stock required to elect the Slate and (ii) otherwise
solicit proxies from shareholders in support of the Slate.
Mr. Alapont is a highly accomplished executive with more than 30 years of
global leadership experience at both vehicle manufacturers and suppliers, with
business and operations responsibilities in the Europe, Middle East and Africa,
Asia Pacific, and Americas regions. Among other qualifications, Mr. Meyers has
extensive experience in the semiconductor industry, in particular a strong
systems level background, as well as executive leadership experience. Mr.
Schechter has a strong record as a sophisticated investor and has served on a
number of public and private boards, which have provided him with a broad
understanding of the operational, financial and strategic issues facing public
and private companies. The Record Holders believe that these individuals'
knowledge of industry, investments and corporate finance will significantly
improve the business expertise of the Board of Directors. We also believe that
each nominee is a strong shareholder-oriented individual who will help represent
the best interests of the Corporation's shareholders.
Each Record Holder further represents that it intends to appear in person
or by proxy at the Annual Meeting to make the following proposals (the
"Proposals") for consideration by the Corporation's shareholders:
PROPOSAL 1
To adopt a resolution that would add a new Article X to the Corporation's
Bylaws to opt out of the Oregon Control Share Act.
The following is the text of the proposed resolution:
"RESOLVED, that a new Article X be added to the Corporation's Bylaws
as follows:
ARTICLE X
CONTROL SHARE ACQUISITIONS
The corporation shall not be subject to the Oregon Control Share Act, ORS
60.801 to 60.813. Notwithstanding any other provisions of these bylaws,
this Article X may only be amended or repealed by a vote of the
corporation's shareholders in accordance with the Oregon Business
Corporation Act, and not by the Board of Directors."
PROPOSAL 2
To adopt a resolution that would add a new Article XI to the Corporation's
Bylaws to opt out of certain provisions of the Oregon Business Corporations
Act relating to business combinations with interested shareholders.
The following is the text of the proposed resolution:
"RESOLVED, that a new Article XI be added to the Corporation's Bylaws
as follows:
ARTICLE XI
BUSINESS COMBINATION STATUTE
The corporation shall not be governed by Oregon statutes relating to
business combinations with interested shareholders, ORS 60.825 to 60.845.
Notwithstanding any other provisions of these bylaws, this Article XI may
only be amended or repealed by a vote of the corporation's shareholders in
accordance with the Oregon Business Corporation Act, and not by the Board
of Directors."
PROPOSAL 3
To adopt resolutions that would amend Article II, Section 2.2 of the Bylaws
of the Corporation, or any successor or alternative bylaw or bylaws
governing the number and term of directors of the Corporation.
The following is the text of the proposed resolutions:
"RESOLVED, that Article II, Section 2.2 of the Bylaws of the
Corporation, or any successor or alternative bylaw or bylaws governing the
number and term of directors of the Corporation, be amended to read in its
entirety as follows:
2.2 Number, Term and Qualification. The number of directors of the
corporation shall be set by resolution of the Board or action of the
corporation's shareholders, and the number of directors shall be not less
than 5 or more than 9. Each director shall hold office until the next
annual meeting of shareholders and until his or her successor shall have
been elected and qualified. Directors need not be residents of the State of
Oregon or shareholders of the corporation. Notwithstanding any other
provisions of these bylaws, this Section 2.2 may only be amended or
repealed by a vote of the corporation's shareholders, and not by the Board
of Directors.
RESOLVED FURTHER, that this proposal shall be deemed to repeal any
bylaw that is inconsistent with the intent of the foregoing resolution,
which is to require the annual election of all directors."
PROPOSAL 4
To adopt a resolution that would amend Article I, Section 1.2 of the Bylaws
of the Corporation to reinstate the right of holders of one-tenth of the
outstanding shares to call a special meeting of shareholders.
The following is the text of the proposed resolution:
"RESOLVED, that Article I, Section 1.2 of the Bylaws of the
Corporation be amended to read in its entirety as follows:
1.2 Special Meetings. Special meetings of the shareholders may be called by
the Chief Executive Officer or by the Board of Directors, and shall be
called by the Chief Executive Officer or the Board of Directors at the
request of the holders of not less than one-tenth of all the votes entitled
to be cast on any issue proposed to be considered at the meeting. A demand
by shareholders to hold a special meeting shall be signed, dated and
delivered to the Secretary, and shall set forth (i) the business to be
acted on at the special meeting and include the information specified in
Section 1.12(a) of these bylaws for business other than nominations for
election as directors (as if the meeting were an annual meeting of
shareholders) and (ii) the information specified in Section 1.12(b)(2) of
these bylaws for nominations brought before a special meeting by a
shareholder pursuant to Section 1.12(b)(1)(ii) of these bylaws. The Board
of Directors or the Chief Executive Officer shall have the sole power to
determine the place, time and date for any special meeting of shareholders,
and to set a record date for the determination of shareholders entitled to
vote at such meeting in the manner set forth in Section 1.6 of these
bylaws. Following such determination, it shall be the duty of the secretary
to cause notice to be given to the shareholders entitled to vote at such
meeting, in the manner set forth in Section 1.4 hereof, that a meeting will
be held at the place, time and date so determined by the Board of Directors
or the Chief Executive Officer. Notwithstanding any other provisions of
these bylaws, this Section 1.2 may only be amended or repealed by a vote of
the corporation's shareholders, and not by the Board of Directors."
PROPOSAL 5
To adopt a resolution that would repeal any provision of the Corporation's
Bylaws in effect at the time of the Annual Meeting that was not included in
the Corporation's Bylaws in effect as of January 1, 2010, as publicly filed
with the Securities and Exchange Commission on December 15, 2009, and is
inconsistent with any of the foregoing proposals that are approved by the
shareholders at the Annual Meeting.
The Record Holders are not aware of any such provision of the Corporation's
Bylaws that has become effective, but it is possible that following the
date of this Notice and prior to the adoption of this resolution such a
provision could be disclosed and/or become effective.
The following is the text of the proposed resolution:
"RESOLVED, that any provision of the Bylaws of Mentor Graphics
Corporation as of the effectiveness of this resolution that was not
included in the Bylaws, effective as of January 1, 2010, as publicly filed
with the Securities and Exchange Commission on December 15, 2009, and is
inconsistent with any of the foregoing proposals approved by shareholders
at the Annual Meeting, be and hereby are repealed."
The Record Holders believe the Proposals are appropriate for consideration
at the Annual Meeting for the reasons described below.
With respect to Proposals 1 and 2 relating to opting out of the Oregon
Control Share Act and provisions of the Oregon Business Corporation Act relating
to business combinations with interested shareholders, respectively, the Record
Holders believe that shareholders should be given the opportunity to cause the
Corporation not to be subject to these statutory provisions, both of which may
discourage acquisitions of the Corporation's common stock, hinder attempts to
acquire control of the Corporation, discourage or prevent a business combination
with the Corporation, and have a negative effect on shareholder value.
With respect to Proposal 3 to amend Section 2.2 of the Corporation's
bylaws, the Record Holders believe that as a matter of best corporate
governance, the shareholders should have the ability to elect all directors on
an annual basis and that the shareholders should have the opportunity at the
Annual Meeting to vote to require shareholder approval of any change to the
requirement for an annual vote for all directors.
Proposal 4 would reinstate the right of holders of one-tenth of the
outstanding shares to call a special meeting of shareholders, which was provided
for in the Bylaws until the Board of Directors removed it in 2009. The Record
Holders believe that the right of shareholders to call a special meeting is
appropriate and reflective of good corporate governance and that the
shareholders should have the opportunity to consider this proposal at the Annual
Meeting.
Proposal 5 is appropriate for consideration at the Annual Meeting in case
the Corporation takes actions between the date of this Notice and the date of
the Annual Meeting to frustrate the purposes of the various proposals being made
by the Record Holders.
Each Record Holder further represents that it intends to (i) deliver a
proxy statement and a form of proxy to holders of at least the percentage of the
Corporation's capital stock required to approve the Proposals and (ii) otherwise
solicit proxies from shareholders in support of the Proposals.
In this Notice: (i) certain information relating to the Record Holders and
Beneficial Owner(s) (as defined in Annex A) is set forth in the body of this
Notice (including the footnotes hereto) and Annex A and Annex B; (ii) certain
information relating to each Nominee is set forth in the body of this Notice and
Annex B; and (iii) the written consent of each Nominee to being named in the
proxy statement as a nominee and to serving as a director of the Corporation if
elected is attached as Annex C. Each Nominee (other than Mr. Schechter) is also
party to an agreement substantially in the form attached hereto as Annex D,
pursuant to which Icahn Capital LP, an affiliate of the Record Holders, has
agreed to indemnify such Nominee with respect to certain costs incurred by such
Nominee in connection with the proxy contest relating to the Annual Meeting (the
"Nominee Agreement").
Each Nominee, Record Holder and Beneficial Owner has an interest in the
election of directors at the Annual Meeting: (i) directly and/or indirectly
through the beneficial ownership (if any) of Shares, as described on Annex A and
any applicable attachments thereto, (ii) pursuant to the Nominee Agreement, if
applicable, relating to such Nominee and each Record Holder, and (iii) with
respect to Mr. Alapont, through an investment in Icahn Partners described in
Annex A.
Each Record Holder and Beneficial Owner has an interest in the Proposals
directly and/or indirectly through the beneficial ownership (if any) of Shares,
as described on Annex A, and, with respect to Proposals 1 and 2, through the
potential ability to acquire additional Shares without restrictions on its
ability to vote those Shares or to participate in a business combination
transaction with the Corporation, respectively.
With respect to each Nominee, other than as disclosed in this Notice, (i)
such Nominee is not, and, within the past year, was not a party to any contract,
arrangement or understanding with any person with respect to any securities of
the Corporation, including, but not limited to, joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies; and (ii)
neither such Nominee nor any of such Nominee's associates have any arrangement
or understanding with any person with respect to (A) any future employment by
the Corporation or its affiliates or (B) any future transactions to which the
Corporation or any of its affiliates will or may be a party.
With respect to each Record Holder and Beneficial Owner, other than as
disclosed in this Notice, (i) neither such Record Holder nor such Beneficial
Owner is, or was, within the past year, a party to any contract, arrangement or
understanding with any person with respect to any securities of the Corporation,
including, but not limited to, joint ventures, loan or option arrangements, puts
or calls, guarantees against loss or guarantees of profit, division of losses or
profits, or the giving or withholding of proxies; and (ii) neither such Record
Holder, Beneficial Owner nor any of their respective associates have any
arrangement or understanding with any person with respect to (A) any future
employment by the Corporation or its affiliates or (B) any future transactions
to which the Corporation or any of its affiliates will or may be a party.
With respect to each Nominee, such Nominee is independent under the
independence standards applicable to the Corporation under (i) paragraph (a)(1)
of Item 407 of Regulation S-K and (ii) NASDAQ Listing Rule 5605.
In consideration of providing certain investment advisory, administrative
and back office services to the Record Holders, Icahn Onshore LP, the general
partner of Icahn Partners and Icahn Offshore LP, the general partner of Icahn
Master, Icahn Master II and Icahn Master III, (together, the "General
Partners"), are allocated from the Record Holders on an annual basis (i) special
profits interest allocations ranging from 1.5% to 2.25% of the balance in each
of the Record Holders' capital accounts attributable to fee-paying investors but
such allocations are made only to the extent that there are sufficient profits
to cover such amounts and (ii) incentive allocations, subject to a "Highwater
Mark" (whereby the General Partners do not earn incentive allocations during a
particular year even though the fund had a positive return in such year until
losses in prior periods are recovered), ranging from 15% to 22% of the net
profits generated by fee-paying investors of the Record Holders. Therefore, the
amounts received by the General Partners will be affected by the combination of
fee-paying assets under management and the investment performance of the Record
Holders (including any increase or decrease in the value of shares of the
Corporation). The General Partners are owned by Icahn Capital LP, which is a
subsidiary of Icahn Enterprises L.P., a New York Stock Exchange listed master
limited partnership ("Icahn Enterprises"). Carl C. Icahn is the indirect owner
of the general partner of Icahn Enterprises and the indirect holder of
approximately 92.5% of the outstanding depositary units representing limited
partnership interests in Icahn Enterprises. In addition, Icahn Enterprises is
the owner of approximately 76% of the outstanding shares of common stock of
Federal-Mogul Corporation, a NASDAQ listed auto parts supplier
("Federal-Mogul"). Carl C. Icahn is the chairman of the board of directors of
Federal-Mogul and Jose Maria Alapont is the president, chief executive officer
and a director of Federal-Mogul.
The Annexes and all attachments thereto are hereby incorporated into and
made a part of this Notice. Accordingly, all matters disclosed in any part of
this Notice, including the Annexes and all attachments thereto should be deemed
disclosed for all purposes of this Notice. All upper case terms appearing in the
Annexes and all attachments thereto that are not defined in such Annexes and
attachments shall have the meanings given in the body of this Notice or the
Annexes, as applicable.
Information is set forth herein as of the close of business on February 10,
2011. Neither the delivery of this Notice nor any delivery by any Record Holder,
Beneficial Owner, or Nominee of additional information to the Corporation from
and after the date hereof shall be deemed to constitute an admission by any
Record Holder, Beneficial Owner, Nominee or any of their respective affiliates
(if any) that such delivery is required or that each and every item or any item
of information is required or as to the legality or enforceability of any notice
requirement or any other matter, or a waiver by any Record Holder, Beneficial
Owner, Nominee or any of their respective affiliates (if any) of their right to
contest or challenge, in any way, the validity or enforceability of any notice
requirement or any other matter (including actions taken by the Board of
Directors of the Corporation in anticipation of, or following receipt of, this
Notice). Furthermore, this Notice assumes that the Board of Directors will
nominate a total of eight director nominees for election to the Board of
Directors at the Annual Meeting and if the Board of Directors of the Corporation
increases the number of directors to be nominated and elected at the Annual
Meeting or a special meeting called for a similar purpose, the Record Holders
reserve the right to add additional director nominees in respect of each such
additional directorship. In the event any statement or other information in this
Notice is not correct, or to the extent any applicable information has been
omitted from this Notice, the Record Holders, Beneficial Owners and Nominees
reserve the right to correct and/or supplement any such statement or other
information set forth in this Notice.
[Signature page follows]
Very truly yours,
ICAHN PARTNERS LP
By: __________________________
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND LP
By: __________________________
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND II LP
By: __________________________
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND III LP
By: __________________________
Name: Edward E. Mattner
Title: Authorized Signatory
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, its general partner
By: Barberry Corp., its sole member
By: __________________________
Name: Edward E. Mattner
Title: Authorized Signatory
[Signature page to Shareholders' Notice of Intent to Nominate Persons for
Election as Directors at the 2011 Annual Meeting of Shareholders of
Mentor Graphics Corporation]
ANNEX A
SECURITY OWNERSHIP OF RECORD HOLDERS
(1) TITLE (2) NAME OF (3) AMOUNT OF (4) PERCENT
OF BENEFICIAL BENEFICIAL OF
CLASS OWNER (2) OWNERSHIP CLASS (3)
------ ----------- ----------- ----------
Common Stock, par High River 3,224,057 2.94%
value $0.01 per
share ("Shares")
Shares Icahn Partners 4,908,189 4.48%
Shares Icahn Master 5,568,678 5.08%
Shares Icahn Master II 1,632,955 1.49%
Shares Icahn Master III 786,410 0.72%
DESCRIPTION OF BENEFICIAL OWNERSHIP AND BENEFICIAL OWNERS
Barberry Corp., a Delaware corporation ("Barberry"), is the sole member of
Hopper Investments LLC, a Delaware limited liability company ("Hopper"), which
is the general partner of High River. Beckton Corp., a Delaware corporation
("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc., a Delaware
corporation ("Icahn Enterprises GP"), which is the general partner of Icahn
Enterprises Holdings L.P., a Delaware limited partnership ("Icahn Holdings").
Icahn Holdings is the sole member of IPH GP LLC, a Delaware limited liability
company ("IPH"), which is the general partner of Icahn Capital L.P., a Delaware
limited partnership ("Icahn Capital"). Icahn Capital is the general partner of
each of Icahn Onshore LP, a Delaware limited partnership ("Icahn Onshore") and
Icahn Offshore LP, a Delaware limited partnership ("Icahn Offshore"). Icahn
Onshore is the general partner of Icahn Partners. Icahn Offshore is the general
partner of each of Icahn Master, Icahn Master II and Icahn Master III. Each of
Barberry and Beckton is 100 percent owned by Carl C. Icahn ("Mr. Icahn," and
collectively with Barberry, Hopper, Beckton, Icahn Enterprises GP, Icahn
Holdings, IPH, Icahn Capital, Icahn Onshore, Icahn Offshore, the "Beneficial
Owners" and each of them a "Beneficial Owner." As such, Mr. Icahn is in a
position indirectly to determine the investment and voting decisions made by
each of the Record Holders.
_________________________
(2) Please note that each Record Holder listed in this table is, as of the
date of this Notice, the direct beneficial owner of the Shares set forth
under the heading "(3) Amount of Beneficial Ownership" and that indirect
beneficial ownership of Shares is described below in the text of this Annex
A under the heading "Description of Beneficial Ownership."
(3) Please note that percentages of ownership set forth in this column were
calculated based on the 109,672,191 Shares stated to be outstanding AS of
December 3, 2010 by the Corporation in the Corporation's Form 10-Q filed
for the quarterly period ended October 31, 2010.
The principal business address of each of (i) Icahn Offshore, Icahn
Onshore, Icahn Capital, IPH, Icahn Holdings, Icahn Enterprises GP and Beckton is
White Plains Plaza, 445 Hamilton Avenue - Suite 1210, White Plains, NY 10601 and
(ii) Mr. Icahn, Barberry and Hopper is c/o Icahn Capital LP, 767 Fifth Avenue,
47th Floor, New York, NY 10153.
Barberry is primarily engaged in the business of serving as the sole member
of Hopper and investing in securities. Hopper is primarily engaged in the
business of serving as the general partner of High River and investing in
securities. Icahn Offshore is primarily engaged in the business of serving as
the general partner of each of Icahn Master, Icahn Master II and Icahn Master
III. Icahn Onshore is primarily engaged in the business of serving as the
general partner of Icahn Partners. Icahn Capital is primarily engaged in the
business of serving as the general partner of each of Icahn Offshore and Icahn
Onshore. IPH is primarily engaged in the business of serving as the general
partner of Icahn Capital. Icahn Holdings is primarily engaged in the business of
holding direct or indirect interests in various operating businesses. Icahn
Enterprises GP is primarily engaged in the business of serving as the general
partner of each of Icahn Enterprises and Icahn Holdings. Beckton is primarily
engaged in the business of holding the capital stock of Icahn Enterprises GP.
Mr. Carl C. Icahn is primarily engaged in serving as (i) Chief Executive Officer
of Icahn Capital LP, a wholly owned subsidiary of Icahn Enterprises, through
which Mr. Icahn manages various private investment funds, including Icahn
Partners, Icahn Master, Icahn Master II and Icahn Master III, (ii) Chairman of
the Board of Icahn Enterprises GP, the general partner of Icahn Enterprises, a
New York Stock Exchange listed diversified holding company engaged in a variety
of businesses, including investment management, automotive, gaming, railcar,
food packaging, metals, real estate and home fashion, and (iii) Chairman of the
Board and a director of Starfire Holding Corporation ("Starfire"), a holding
company engaged in the business of investing in and/or holding securities of
various entities, and as Chairman of the Board and a director of various of
Starfire's subsidiaries.
The Record Holders and Carl C. Icahn may be deemed to beneficially own, in
the aggregate, 16,120,289 Shares, representing approximately 14.70% of the
Corporation's outstanding Shares (based upon the 109,672,191 Shares stated to be
outstanding as of December 3, 2010 by the Corporation in the Corporation's Form
10Q filed for the quarterly period ended October 31, 2010).
High River has sole voting power and sole dispositive power with regard to
3,224,057 Shares. Each of Hopper, Barberry and Mr. Icahn has shared voting power
and shared dispositive power with regard to such Shares. Icahn Partners has sole
voting power and sole dispositive power with regard to 4,908,189 Shares. Each of
Icahn Onshore, Icahn Capital, IPH, Icahn Holdings, Icahn Enterprises GP, Beckton
and Mr. Icahn has shared voting power and shared dispositive power with regard
to such Shares. Icahn Master has sole voting power and sole dispositive power
with regard to 5,568,678 Shares. Each of Icahn Offshore, Icahn Capital, IPH,
Icahn Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting
power and shared dispositive power with regard to such Shares. Icahn Master II
has sole voting power and sole dispositive power with regard to 1,632,955
Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared
dispositive power with regard to such Shares. Icahn Master III has sole voting
power and sole dispositive power with regard to 786,410 Shares. Each of Icahn
Offshore, Icahn Capital, IPH, Icahn Holdings, Icahn Enterprises GP, Beckton and
Mr. Icahn has shared voting power and shared dispositive power with regard to
such Shares.
Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to
High River, may be deemed to indirectly beneficially own the 3,224,057 Shares
which High River directly beneficially owns. Each of Icahn Onshore, Icahn
Capital, IPH, Icahn Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by
virtue of their relationships to Icahn Partners, may be deemed to indirectly
beneficially own the 4,908,189 Shares which Icahn Partners directly beneficially
owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn
Master, Icahn Master II and Icahn Master III, may be deemed to indirectly
beneficially own the 7,988,043 Shares which Icahn Master, Icahn Master II and
Icahn Master III directly beneficially own.
Without acknowledging the following disclosure is required, on January 5,
2001, Reliance Group Holdings, Inc. ("Reliance") commenced an action in the
United States District Court for the Southern District of New York against Carl
C. Icahn, Icahn Associates Corp. and High River alleging that High River's
tender offer for Reliance 9% senior notes violated Section 14(e) of the Exchange
Act. Reliance sought a temporary restraining order and preliminary and permanent
injunctive relief to prevent defendants from purchasing the notes. The Court
initially imposed a temporary restraining order. Defendants then supplemented
the tender offer disclosures. The Court conducted a hearing on the disclosures
and other matters raised by Reliance. It then denied plaintiff's motion for a
preliminary injunction and ordered dissolution of its temporary restraining
order following dissemination of the supplement. Reliance took an immediate
appeal to the United States Court of Appeals for the Second Circuit and sought a
stay to restrain defendants from purchasing notes during the pendency of the
appeal. On January 30, 2001, the Court of Appeals denied plaintiff's stay
application. On January 30, Reliance also sought a further temporary restraining
order from the District Court. The Court considered the matter and reimposed its
original restraint until noon the next day, at which time the restraint was
dissolved. The appeal was argued on March 9 and denied on March 22, 2001.
TWO YEAR SUMMARY TABLE:
The following table indicates the date of each purchase and sale of Shares, as
well as the exercise of call options, by Mr. Icahn and his affiliates within the
past two years, and the number of shares in each such purchase and sale.
NAME DATE SHARES PURCHASED/CALL OPTIONS EXERCISED
- ---- ---- ---------------------------------------
High River 04/07/2010 56,020
High River 04/08/2010 27,880
High River 04/09/2010 80,000
High River 04/12/2010 29,640
High River 04/13/2010 60,000
High River 04/14/2010 66,800
High River 04/15/2010 20,800
High River 04/16/2010 40,000
High River 04/19/2010 27,860
High River 04/20/2010 12,820
High River 04/21/2010 28,840
High River 04/22/2010 70,000
High River 04/23/2010 23,040
High River 04/26/2010 37,140
High River 04/27/2010 44,740
High River 04/28/2010 31,000
High River 04/29/2010 39,520
High River 04/30/2010 35,240
High River 05/03/2010 20,000
High River 05/04/2010 40,000
High River 05/05/2010 36,860
High River 05/06/2010 34,820
High River 05/07/2010 40,000
High River 05/10/2010 25,820
High River 05/11/2010 32,400
High River 05/12/2010 34,500
High River 05/13/2010 38,840
High River 05/14/2010 26,240
High River 05/17/2010 43,387
High River 05/18/2010 56,400
High River 05/19/2010 57,520
High River 05/20/2010 60,000
High River 05/21/2010 41,720
High River 05/24/2010 32,660
High River 05/25/2010 38,120
High River 05/26/2010 34,102
High River 05/27/2010 39,035
High River 06/02/2010 40,000
High River 06/03/2010 20,000
High River 06/04/2010 30,000
High River 08/24/2010 1,647,013 (4)
High River 09/09/2010 20,000
High River 09/10/2010 3,280
Icahn Partners 04/07/2010 82,225
Icahn Partners 04/08/2010 40,921
Icahn Partners 04/09/2010 117,422
Icahn Partners 04/12/2010 43,505
Icahn Partners 04/13/2010 88,067
Icahn Partners 04/14/2010 98,048
Icahn Partners 04/15/2010 30,529
Icahn Partners 04/16/2010 58,710
_________________________
(4) The Record Holder acquired these Shares upon the exercise of call options
as described on Attachment I-A to this Annex A.
Icahn Partners 04/19/2010 40,892
Icahn Partners 04/20/2010 18,817
Icahn Partners 04/21/2010 42,331
Icahn Partners 04/22/2010 102,744
Icahn Partners 04/23/2010 33,817
Icahn Partners 04/26/2010 54,514
Icahn Partners 04/27/2010 65,668
Icahn Partners 04/28/2010 45,501
Icahn Partners 04/29/2010 58,007
Icahn Partners 04/30/2010 51,724
Icahn Partners 05/03/2010 20,124
Icahn Partners 05/04/2010 58,832
Icahn Partners 05/05/2010 53,678
Icahn Partners 05/06/2010 50,707
Icahn Partners 05/07/2010 58,251
Icahn Partners 05/10/2010 37,600
Icahn Partners 05/11/2010 47,183
Icahn Partners 05/12/2010 50,241
Icahn Partners 05/13/2010 56,561
Icahn Partners 05/14/2010 38,213
Icahn Partners 05/17/2010 63,182
Icahn Partners 05/18/2010 82,134
Icahn Partners 05/19/2010 83,764
Icahn Partners 05/20/2010 87,375
Icahn Partners 05/21/2010 60,755
Icahn Partners 05/24/2010 47,563
Icahn Partners 05/25/2010 55,512
Icahn Partners 05/26/2010 49,662
Icahn Partners 05/27/2010 56,846
Icahn Partners 06/02/2010 57,030
Icahn Partners 06/03/2010 29,108
Icahn Partners 06/04/2010 43,664
Icahn Partners 08/24/2010 2,615,269 (5)
Icahn Partners 09/09/2010 26,499
Icahn Partners 09/10/2010 4,994
Icahn Master 04/07/2010 94,135
Icahn Master 04/08/2010 46,848
Icahn Master 04/09/2010 134,430
Icahn Master 04/12/2010 49,806
Icahn Master 04/13/2010 100,823
Icahn Master 04/14/2010 112,249
Icahn Master 04/15/2010 34,952
Icahn Master 04/16/2010 67,215
_________________________
(5) The Record Holder acquired these Shares upon the exercise of call options
as described on Attachment I-A to this Annex A.
Icahn Master 04/19/2010 46,815
Icahn Master 04/20/2010 21,543
Icahn Master 04/21/2010 48,462
Icahn Master 04/22/2010 117,626
Icahn Master 04/23/2010 38,716
Icahn Master 04/26/2010 62,409
Icahn Master 04/27/2010 75,179
Icahn Master 04/28/2010 52,092
Icahn Master 04/29/2010 66,408
Icahn Master 04/30/2010 59,217
Icahn Master 05/03/2010 59,876
Icahn Master 05/04/2010 69,337
Icahn Master 05/05/2010 63,261
Icahn Master 05/06/2010 59,760
Icahn Master 05/07/2010 68,650
Icahn Master 05/10/2010 44,313
Icahn Master 05/11/2010 55,607
Icahn Master 05/12/2010 59,210
Icahn Master 05/13/2010 66,660
Icahn Master 05/14/2010 45,034
Icahn Master 05/17/2010 74,463
Icahn Master 05/18/2010 96,796
Icahn Master 05/19/2010 98,719
Icahn Master 05/20/2010 102,975
Icahn Master 05/21/2010 71,603
Icahn Master 05/24/2010 56,052
Icahn Master 05/25/2010 65,424
Icahn Master 05/26/2010 58,529
Icahn Master 05/27/2010 66,995
Icahn Master 06/02/2010 69,305
Icahn Master 06/03/2010 34,335
Icahn Master 06/04/2010 51,500
Icahn Master 08/24/2010 2,864,284 (6)
Icahn Master 09/09/2010 31,399
Icahn Master 09/10/2010 5,666
Icahn Master II 04/07/2010 34,635
Icahn Master II 04/08/2010 17,237
Icahn Master II 04/09/2010 49,460
Icahn Master II 04/12/2010 18,326
Icahn Master II 04/13/2010 37,095
Icahn Master II 04/14/2010 41,299
Icahn Master II 04/15/2010 12,861
_________________________
(6) The Record Holder acquired these Shares upon the exercise of call options
as described on Attachment I-A to this Annex A.
Icahn Master II 04/16/2010 24,730
Icahn Master II 04/19/2010 17,225
Icahn Master II 04/20/2010 7,926
Icahn Master II 04/21/2010 17,830
Icahn Master II 04/22/2010 43,279
Icahn Master II 04/23/2010 14,245
Icahn Master II 04/26/2010 22,961
Icahn Master II 04/27/2010 27,662
Icahn Master II 04/28/2010 19,166
Icahn Master II 04/29/2010 24,433
Icahn Master II 04/30/2010 21,787
Icahn Master II 05/04/2010 23,288
Icahn Master II 05/05/2010 22,146
Icahn Master II 05/06/2010 20,920
Icahn Master II 05/07/2010 24,032
Icahn Master II 05/10/2010 15,514
Icahn Master II 05/11/2010 19,466
Icahn Master II 05/12/2010 20,729
Icahn Master II 05/13/2010 23,335
Icahn Master II 05/14/2010 15,764
Icahn Master II 05/17/2010 26,068
Icahn Master II 05/18/2010 33,885
Icahn Master II 05/19/2010 34,559
Icahn Master II 05/20/2010 36,048
Icahn Master II 05/21/2010 25,067
Icahn Master II 05/24/2010 19,622
Icahn Master II 05/25/2010 22,903
Icahn Master II 05/26/2010 20,489
Icahn Master II 05/27/2010 23,452
Icahn Master II 06/02/2010 24,213
Icahn Master II 06/03/2010 12,018
Icahn Master II 06/04/2010 18,029
Icahn Master II 08/24/2010 678,964 (7)
Icahn Master II 09/09/2010 18,626
Icahn Master II 09/10/2010 1,661
Icahn Master III 04/07/2010 13,085
Icahn Master III 04/08/2010 6,514
Icahn Master III 04/09/2010 18,688
Icahn Master III 04/12/2010 6,923
Icahn Master III 04/13/2010 14,015
Icahn Master III 04/14/2010 15,604
Icahn Master III 04/15/2010 4,858
Icahn Master III 04/16/2010 9,345
__________________________
(7) The Record Holder acquired these Shares upon the exercise of call options
as described on Attachment I-A to this Annex A.
Icahn Master III 04/19/2010 6,508
Icahn Master III 04/20/2010 2,994
Icahn Master III 04/21/2010 6,737
Icahn Master III 04/22/2010 16,351
Icahn Master III 04/23/2010 5,382
Icahn Master III 04/26/2010 8,676
Icahn Master III 04/27/2010 10,451
Icahn Master III 04/28/2010 7,241
Icahn Master III 04/29/2010 9,232
Icahn Master III 04/30/2010 8,232
Icahn Master III 05/04/2010 8,543
Icahn Master III 05/05/2010 8,355
Icahn Master III 05/06/2010 7,893
Icahn Master III 05/07/2010 9,067
Icahn Master III 05/10/2010 5,853
Icahn Master III 05/11/2010 7,344
Icahn Master III 05/12/2010 7,820
Icahn Master III 05/13/2010 8,804
Icahn Master III 05/14/2010 5,949
Icahn Master III 05/17/2010 9,835
Icahn Master III 05/18/2010 12,785
Icahn Master III 05/19/2010 13,038
Icahn Master III 05/20/2010 13,602
Icahn Master III 05/21/2010 9,455
Icahn Master III 05/24/2010 7,403
Icahn Master III 05/25/2010 8,641
Icahn Master III 05/26/2010 7,730
Icahn Master III 05/27/2010 8,848
Icahn Master III 06/02/2010 9,452
Icahn Master III 06/03/2010 4,539
Icahn Master III 06/04/2010 6,807
Icahn Master III 08/24/2010 429,536 (8)
Icahn Master III 09/09/2010 3,476
Icahn Master III 09/10/2010 799
_________________________
(8) The Record Holder acquired these Shares upon the exercise of call options
as described on Attachment I-A to this Annex A.
Shares purchased by each of the Record Holders are maintained in margin accounts
that include positions in securities in addition to the Shares. As of February
10, 2011, the indebtedness of (i) High River's margin account was approximately
$767,237,936, (ii) Icahn Partners' margin account was approximately
$577,082,565, (iii) Icahn Master's margin account was approximately
$756,279,432, (iv) Icahn Master II's margin account was approximately
$285,031,934, and (v) Icahn Master III's margin account was approximately
$66,422,893.
ANNEX A
ATTACHMENT 1-A
The following are American call options purchased by the Record Holders, which
were written by UBS AG with a $5.65 strike price and an expiration date of June
7, 2012, and which provided for physical settlement. These are further described
in the chart set forth below. On August 24, 2010, the Record Holders exercised
all of their respective call options.
OPTION PREMIUM
NAME DATE QUANTITY PAID ($)
- ---- ---- -------- --------------
High River 06/07/2010 23,499 73,098.34
High River 06/08/2010 30,000 89,178.00
High River 06/09/2010 18,785 59,460.16
High River 06/10/2010 40,000 138,056.00
High River 06/11/2010 37,257 136,498.47
High River 06/14/2010 26,980 99,915.03
High River 06/15/2010 57,000 222,630.60
High River 06/16/2010 40,000 152,188.00
High River 06/17/2010 25,200 97,045.20
High River 06/18/2010 40,000 158,048.00
High River 06/21/2010 24,000 96,132.00
High River 06/22/2010 111,123 428,012.46
High River 06/23/2010 24,240 93,534.89
High River 06/24/2010 41,901 154,225.01
High River 06/25/2010 33,140 124,371.11
High River 06/28/2010 29,663 112,292.25
High River 06/29/2010 59,927 212,632.98
High River 06/30/2010 100,000 326,080.00
High River 07/01/2010 44,000 134,032.80
High River 07/02/2010 100,000 281,200.00
High River 07/06/2010 90,000 243,459.00
High River 07/07/2010 20,000 59,298.00
High River 07/08/2010 26,949 90,427.37
High River 07/09/2010 8,732 29,963.86
High River 07/12/2010 17,780 60,875.16
High River 07/13/2010 33,937 126,853.11
High River 07/14/2010 37,354 140,749.87
High River 07/15/2010 15,457 56,943.59
High River 07/19/2010 2,027 6,570.32
High River 07/20/2010 20,000 65,960.00
High River 07/21/2010 20,000 68,084.00
High River 07/22/2010 40,000 150,348.00
High River 07/23/2010 40,000 160,732.00
High River 07/26/2010 47,659 197,069.97
High River 07/27/2010 40,000 165,760.00
High River 07/28/2010 14,025 57,703.06
High River 07/29/2010 70,000 275,835.00
High River 07/30/2010 15,000 60,586.50
High River 08/02/2010 15,583 66,291.64
High River 08/03/2010 7,117 29,605.30
High River 08/04/2010 10,790 45,648.17
High River 08/05/2010 5,573 23,194.27
High River 08/06/2010 8,089 32,780.67
High River 08/09/2010 8,800 38,027.44
High River 08/10/2010 10,600 43,685.78
High River 08/11/2010 17,000 62,726.60
High River 08/12/2010 22,123 75,864.19
High River 08/13/2010 20,000 65,460.00
High River 08/16/2010 20,000 71,168.00
High River 08/17/2010 15,703 59,181.47
High River 08/18/2010 20,000 75,468.00
Icahn Partners 06/07/2010 34,201 106,389.05
Icahn Partners 06/08/2010 43,663 129,792.63
Icahn Partners 06/09/2010 27,340 86,539.30
Icahn Partners 06/10/2010 58,218 200,933.61
Icahn Partners 06/11/2010 54,226 198,667.80
Icahn Partners 06/14/2010 39,269 145,424.89
Icahn Partners 06/15/2010 82,961 324,029.07
Icahn Partners 06/16/2010 58,218 221,502.02
Icahn Partners 06/17/2010 36,677 141,243.13
Icahn Partners 06/18/2010 58,219 230,034.91
Icahn Partners 06/21/2010 34,930 139,912.12
Icahn Partners 06/22/2010 161,733 622,947.00
Icahn Partners 06/23/2010 35,281 136,138.79
Icahn Partners 06/24/2010 60,983 224,460.13
Icahn Partners 06/25/2010 48,234 181,017.38
Icahn Partners 06/28/2010 43,173 163,435.71
Icahn Partners 06/29/2010 87,222 309,481.10
Icahn Partners 06/30/2010 145,545 474,593.14
Icahn Partners 07/01/2010 138,152 420,838.62
Icahn Partners 07/02/2010 177,050 497,864.60
Icahn Partners 07/06/2010 157,069 424,887.35
Icahn Partners 07/07/2010 34,904 103,486.87
Icahn Partners 07/08/2010 47,032 157,815.88
Icahn Partners 07/09/2010 15,238 52,289.20
Icahn Partners 07/12/2010 31,030 106,240.51
Icahn Partners 07/13/2010 59,228 221,388.34
Icahn Partners 07/14/2010 65,191 245,639.69
Icahn Partners 07/15/2010 26,978 99,386.95
Icahn Partners 07/19/2010 3,538 11,468.07
Icahn Partners 07/20/2010 34,905 115,116.69
Icahn Partners 07/21/2010 34,905 118,823.60
Icahn Partners 07/22/2010 69,807 262,383.57
Icahn Partners 07/23/2010 61,585 247,467.01
Icahn Partners 07/26/2010 72,818 301,102.43
Icahn Partners 07/27/2010 61,116 253,264.70
Icahn Partners 07/28/2010 21,428 88,161.22
Icahn Partners 07/29/2010 106,953 421,448.30
Icahn Partners 07/30/2010 22,918 92,568.09
Icahn Partners 08/02/2010 10,724 45,620.97
Icahn Partners 08/03/2010 10,845 45,113.03
Icahn Partners 08/04/2010 16,439 69,546.83
Icahn Partners 08/05/2010 8,491 35,338.69
Icahn Partners 08/06/2010 12,324 49,943.01
Icahn Partners 08/09/2010 13,408 57,939.99
Icahn Partners 08/10/2010 16,150 66,559.00
Icahn Partners 08/11/2010 25,901 95,569.51
Icahn Partners 08/12/2010 33,708 115,591.47
Icahn Partners 08/13/2010 30,472 99,734.86
Icahn Partners 08/16/2010 30,471 108,428.01
Icahn Partners 08/17/2010 23,926 90,172.31
Icahn Partners 08/18/2010 30,472 114,983.04
Icahn Master 06/07/2010 40,340 125,485.64
Icahn Master 06/08/2010 51,500 153,088.90
Icahn Master 06/09/2010 32,248 102,074.59
Icahn Master 06/10/2010 68,668 237,000.74
Icahn Master 06/11/2010 63,959 234,326.59
Icahn Master 06/14/2010 46,316 171,522.04
Icahn Master 06/15/2010 97,851 382,186.44
Icahn Master 06/16/2010 68,668 261,261.14
Icahn Master 06/17/2010 43,260 166,594.26
Icahn Master 06/18/2010 68,667 271,317.05
Icahn Master 06/21/2010 41,201 165,030.61
Icahn Master 06/22/2010 190,765 734,769.55
Icahn Master 06/23/2010 41,611 160,564.37
Icahn Master 06/24/2010 71,931 264,756.43
Icahn Master 06/25/2010 56,890 213,502.48
Icahn Master 06/28/2010 50,922 192,770.32
Icahn Master 06/29/2010 102,877 365,028.17
Icahn Master 06/30/2010 171,668 559,775.01
Icahn Master 07/02/2010 194,521 546,993.05
Icahn Master 07/06/2010 177,711 480,726.03
Icahn Master 07/07/2010 39,491 117,086.87
Icahn Master 07/08/2010 53,211 178,549.51
Icahn Master 07/09/2010 17,242 59,165.92
Icahn Master 07/12/2010 35,110 120,209.62
Icahn Master 07/13/2010 67,010 250,476.68
Icahn Master 07/14/2010 73,758 277,920.14
Icahn Master 07/15/2010 30,521 112,439.36
Icahn Master 07/19/2010 4,003 12,975.32
Icahn Master 07/20/2010 39,491 130,241.32
Icahn Master 07/21/2010 39,491 134,435.26
Icahn Master 07/22/2010 78,983 296,873.40
Icahn Master 07/23/2010 69,676 279,979.07
Icahn Master 07/26/2010 82,387 340,670.25
Icahn Master 07/27/2010 69,148 286,549.31
Icahn Master 07/28/2010 24,244 99,747.09
Icahn Master 07/29/2010 121,008 476,832.02
Icahn Master 07/30/2010 25,930 104,733.86
Icahn Master 08/02/2010 25,477 108,381.71
Icahn Master 08/03/2010 12,300 51,165.54
Icahn Master 08/04/2010 18,647 78,888.00
Icahn Master 08/05/2010 9,632 40,087.42
Icahn Master 08/06/2010 13,979 56,649.90
Icahn Master 08/09/2010 15,208 65,718.33
Icahn Master 08/10/2010 18,320 75,502.22
Icahn Master 08/11/2010 29,378 108,398.94
Icahn Master 08/12/2010 38,235 131,115.46
Icahn Master 08/13/2010 34,564 113,127.97
Icahn Master 08/16/2010 34,565 122,996.10
Icahn Master 08/17/2010 27,137 102,273.93
Icahn Master 08/18/2010 34,564 130,423.80
Icahn Master II 06/07/2010 14,121 43,926.19
Icahn Master II 06/08/2010 18,029 53,593.01
Icahn Master II 06/09/2010 11,287 35,726.74
Icahn Master II 06/10/2010 24,037 82,961.30
Icahn Master II 06/11/2010 22,389 82,026.58
Icahn Master II 06/14/2010 16,213 60,041.60
Icahn Master II 06/15/2010 34,253 133,785.37
Icahn Master II 06/16/2010 24,037 91,453.57
Icahn Master II 06/17/2010 15,144 58,319.54
Icahn Master II 06/18/2010 24,037 94,974.99
Icahn Master II 06/21/2010 14,423 57,771.33
Icahn Master II 06/22/2010 66,777 257,204.97
Icahn Master II 06/23/2010 14,566 56,205.82
Icahn Master II 06/24/2010 25,179 92,676.35
Icahn Master II 06/25/2010 19,916 74,742.76
Icahn Master II 06/28/2010 17,825 67,478.32
Icahn Master II 06/29/2010 36,011 127,774.23
Icahn Master II 06/30/2010 60,094 195,954.52
Icahn Master II 07/23/2010 18,851 75,748.97
Icahn Master II 07/26/2010 23,737 98,152.50
Icahn Master II 07/27/2010 19,923 82,560.91
Icahn Master II 07/28/2010 6,985 28,738.39
Icahn Master II 07/29/2010 34,866 137,389.47
Icahn Master II 07/30/2010 7,472 30,180.16
Icahn Master II 08/02/2010 25,259 107,454.31
Icahn Master II 08/03/2010 3,585 14,912.88
Icahn Master II 08/04/2010 5,437 23,001.77
Icahn Master II 08/05/2010 2,808 11,686.62
Icahn Master II 08/06/2010 4,075 16,513.94
Icahn Master II 08/09/2010 4,434 19,160.64
Icahn Master II 08/10/2010 5,340 22,007.74
Icahn Master II 08/11/2010 8,566 31,606.83
Icahn Master II 08/12/2010 11,147 38,225.29
Icahn Master II 08/13/2010 10,076 32,978.75
Icahn Master II 08/16/2010 10,076 35,854.44
Icahn Master II 08/17/2010 7,913 29,822.51
Icahn Master II 08/18/2010 10,076 38,020.78
Icahn Master III 06/07/2010 5,333 16,589.36
Icahn Master III 06/08/2010 6,808 20,237.46
Icahn Master III 06/09/2010 4,263 13,493.67
Icahn Master III 06/10/2010 9,077 31,328.36
Icahn Master III 06/11/2010 8,455 30,976.58
Icahn Master III 06/14/2010 6,123 22,675.31
Icahn Master III 06/15/2010 12,935 50,521.52
Icahn Master III 06/16/2010 9,077 34,535.26
Icahn Master III 06/17/2010 5,719 22,023.87
Icahn Master III 06/18/2010 9,077 35,865.04
Icahn Master III 06/21/2010 5,446 21,813.95
Icahn Master III 06/22/2010 25,218 97,132.17
Icahn Master III 06/23/2010 5,501 21,226.71
Icahn Master III 06/24/2010 9,509 34,999.78
Icahn Master III 06/25/2010 7,520 28,221.81
Icahn Master III 06/28/2010 6,731 25,480.87
Icahn Master III 06/29/2010 13,600 48,255.52
Icahn Master III 06/30/2010 22,693 73,997.33
Icahn Master III 07/01/2010 37,848 115,292.58
Icahn Master III 07/02/2010 28,429 79,942.35
Icahn Master III 07/06/2010 25,220 68,222.62
Icahn Master III 07/07/2010 5,605 16,618.26
Icahn Master III 07/08/2010 7,551 25,337.38
Icahn Master III 07/09/2010 2,446 8,393.45
Icahn Master III 07/12/2010 4,982 17,057.37
Icahn Master III 07/13/2010 9,511 35,551.17
Icahn Master III 07/14/2010 10,467 39,439.66
Icahn Master III 07/15/2010 4,331 15,955.40
Icahn Master III 07/19/2010 569 1,844.36
Icahn Master III 07/20/2010 5,604 18,481.99
Icahn Master III 07/21/2010 5,604 19,077.14
Icahn Master III 07/22/2010 11,210 42,135.03
Icahn Master III 07/23/2010 9,888 39,732.95
Icahn Master III 07/26/2010 11,692 48,346.42
Icahn Master III 07/27/2010 9,813 40,665.07
Icahn Master III 07/28/2010 3,441 14,157.31
Icahn Master III 07/29/2010 17,173 67,670.21
Icahn Master III 07/30/2010 3,680 14,863.89
Icahn Master III 08/02/2010 873 3,713.83
Icahn Master III 08/03/2010 1,740 7,238.05
Icahn Master III 08/04/2010 2,636 11,151.86
Icahn Master III 08/05/2010 1,363 5,672.67
Icahn Master III 08/06/2010 1,977 8,011.79
Icahn Master III 08/09/2010 2,150 9,290.80
Icahn Master III 08/10/2010 2,590 10,674.17
Icahn Master III 08/11/2010 4,155 15,331.12
Icahn Master III 08/12/2010 5,404 18,531.40
Icahn Master III 08/13/2010 4,888 15,998.42
Icahn Master III 08/16/2010 4,888 17,393.46
Icahn Master III 08/17/2010 3,835 14,453.35
Icahn Master III 08/18/2010 4,888 18,444.38
ANNEX A
ATTACHMENT 1-B
The following are European put options which were written by the Record Holders
to UBS AG and had a $5.65 strike price and an expiration date of June 7, 2012,
and provided for cash settlement only and are further described in the chart set
forth below. On August 24, 2010, the Record Holders exercised all of the call
options described in Annex A Attachment 1-A, and upon exercise of the call
options, all of the put options described below expired pursuant to their terms.
OPTION PREMIUM
NAME DATE QUANTITY RECEIVED ($)
- ---- ---- -------- --------------
High River 06/07/2010 23,499 234.99
High River 06/08/2010 30,000 300.00
High River 06/09/2010 18,785 187.85
High River 06/10/2010 40,000 400.00
High River 06/11/2010 37,257 372.57
High River 06/14/2010 26,980 269.80
High River 06/15/2010 57,000 570.00
High River 06/16/2010 40,000 400.00
High River 06/17/2010 25,200 252.00
High River 06/18/2010 40,000 400.00
High River 06/21/2010 24,000 240.00
High River 06/22/2010 111,123 1,111.23
High River 06/23/2010 24,240 242.40
High River 06/24/2010 41,901 419.01
High River 06/25/2010 33,140 331.40
High River 06/28/2010 29,663 296.63
High River 06/29/2010 59,927 599.27
High River 06/30/2010 100,000 1,000.00
High River 07/01/2010 44,000 440.00
High River 07/02/2010 100,000 1,000.00
High River 07/06/2010 90,000 900.00
High River 07/07/2010 20,000 200.00
High River 07/08/2010 26,949 269.49
High River 07/09/2010 8,732 87.32
High River 07/12/2010 17,780 177.80
High River 07/13/2010 33,937 339.37
High River 07/14/2010 37,354 373.54
High River 07/15/2010 15,457 154.57
High River 07/19/2010 2,027 20.27
High River 07/20/2010 20,000 200.00
High River 07/21/2010 20,000 200.00
High River 07/22/2010 40,000 400.00
High River 07/23/2010 40,000 400.00
High River 07/26/2010 47,659 476.59
High River 07/27/2010 40,000 400.00
High River 07/28/2010 14,025 140.25
High River 07/29/2010 70,000 700.00
High River 07/30/2010 15,000 150.00
High River 08/02/2010 15,583 155.83
High River 08/03/2010 7,117 71.17
High River 08/04/2010 10,790 107.90
High River 08/05/2010 5,573 55.73
High River 08/06/2010 8,089 80.89
High River 08/09/2010 8,800 88.00
High River 08/10/2010 10,600 106.00
High River 08/11/2010 17,000 170.00
High River 08/12/2010 22,123 221.23
High River 08/13/2010 20,000 200.00
High River 08/16/2010 20,000 200.00
High River 08/17/2010 15,703 157.03
High River 08/18/2010 20,000 200.00
Icahn Partners 06/07/2010 34,201 342.01
Icahn Partners 06/08/2010 43,663 436.63
Icahn Partners 06/09/2010 27,340 273.40
Icahn Partners 06/10/2010 58,218 582.18
Icahn Partners 06/11/2010 54,226 542.26
Icahn Partners 06/14/2010 39,269 392.69
Icahn Partners 06/15/2010 82,961 829.61
Icahn Partners 06/16/2010 58,218 582.18
Icahn Partners 06/17/2010 36,677 366.77
Icahn Partners 06/18/2010 58,219 582.19
Icahn Partners 06/21/2010 34,930 349.30
Icahn Partners 06/22/2010 161,733 1,617.33
Icahn Partners 06/23/2010 35,281 352.81
Icahn Partners 06/24/2010 60,983 609.83
Icahn Partners 06/25/2010 48,234 482.34
Icahn Partners 06/28/2010 43,173 431.73
Icahn Partners 06/29/2010 87,222 872.22
Icahn Partners 06/30/2010 145,545 1,455.45
Icahn Partners 07/01/2010 138,152 1,381.52
Icahn Partners 07/02/2010 177,050 1,770.50
Icahn Partners 07/06/2010 157,069 1,570.69
Icahn Partners 07/07/2010 34,904 349.04
Icahn Partners 07/08/2010 47,032 470.32
Icahn Partners 07/09/2010 15,238 152.38
Icahn Partners 07/12/2010 31,030 310.30
Icahn Partners 07/13/2010 59,228 592.28
Icahn Partners 07/14/2010 65,191 651.91
Icahn Partners 07/15/2010 26,978 269.78
Icahn Partners 07/19/2010 3,538 35.38
Icahn Partners 07/20/2010 34,905 349.05
Icahn Partners 07/21/2010 34,905 349.05
Icahn Partners 07/22/2010 69,807 698.07
Icahn Partners 07/23/2010 61,585 615.85
Icahn Partners 07/26/2010 72,818 728.18
Icahn Partners 07/27/2010 61,116 611.16
Icahn Partners 07/28/2010 21,428 214.28
Icahn Partners 07/29/2010 106,953 1,069.53
Icahn Partners 07/30/2010 22,918 229.18
Icahn Partners 08/02/2010 10,724 107.24
Icahn Partners 08/03/2010 10,845 108.45
Icahn Partners 08/04/2010 16,439 164.39
Icahn Partners 08/05/2010 8,491 84.91
Icahn Partners 08/06/2010 12,324 123.24
Icahn Partners 08/09/2010 13,408 134.08
Icahn Partners 08/10/2010 16,150 161.50
Icahn Partners 08/11/2010 25,901 259.01
Icahn Partners 08/12/2010 33,708 337.08
Icahn Partners 08/13/2010 30,472 304.72
Icahn Partners 08/16/2010 30,471 304.71
Icahn Partners 08/17/2010 23,926 239.26
Icahn Partners 08/18/2010 30,472 304.72
Icahn Master 06/07/2010 40,340 403.40
Icahn Master 06/08/2010 51,500 515.00
Icahn Master 06/09/2010 32,248 322.48
Icahn Master 06/10/2010 68,668 686.68
Icahn Master 06/11/2010 63,959 639.59
Icahn Master 06/14/2010 46,316 463.16
Icahn Master 06/15/2010 97,851 978.51
Icahn Master 06/16/2010 68,668 686.68
Icahn Master 06/17/2010 43,260 432.60
Icahn Master 06/18/2010 68,667 686.67
Icahn Master 06/21/2010 41,201 412.01
Icahn Master 06/22/2010 190,765 1,907.65
Icahn Master 06/23/2010 41,611 416.11
Icahn Master 06/24/2010 71,931 719.31
Icahn Master 06/25/2010 56,890 568.90
Icahn Master 06/28/2010 50,922 509.22
Icahn Master 06/29/2010 102,877 1,028.77
Icahn Master 06/30/2010 171,668 1,716.68
Icahn Master 07/02/2010 194,521 1,945.21
Icahn Master 07/06/2010 177,711 1,777.11
Icahn Master 07/07/2010 39,491 394.91
Icahn Master 07/08/2010 53,211 532.11
Icahn Master 07/09/2010 17,242 172.42
Icahn Master 07/12/2010 35,110 351.10
Icahn Master 07/13/2010 67,010 670.10
Icahn Master 07/14/2010 73,758 737.58
Icahn Master 07/15/2010 30,521 305.21
Icahn Master 07/19/2010 4,003 40.03
Icahn Master 07/20/2010 39,491 394.91
Icahn Master 07/21/2010 39,491 394.91
Icahn Master 07/22/2010 78,983 789.83
Icahn Master 07/23/2010 69,676 696.76
Icahn Master 07/26/2010 82,387 823.87
Icahn Master 07/27/2010 69,148 691.48
Icahn Master 07/28/2010 24,244 242.44
Icahn Master 07/29/2010 121,008 1,210.08
Icahn Master 07/30/2010 25,930 259.30
Icahn Master 08/02/2010 25,477 254.77
Icahn Master 08/03/2010 12,300 123.00
Icahn Master 08/04/2010 18,647 186.47
Icahn Master 08/05/2010 9,632 96.32
Icahn Master 08/06/2010 13,979 139.79
Icahn Master 08/09/2010 15,208 152.08
Icahn Master 08/10/2010 18,320 183.20
Icahn Master 08/11/2010 29,378 293.78
Icahn Master 08/12/2010 38,235 382.35
Icahn Master 08/13/2010 34,564 345.64
Icahn Master 08/16/2010 34,565 345.65
Icahn Master 08/17/2010 27,137 271.37
Icahn Master 08/18/2010 34,564 345.64
Icahn Master II 06/07/2010 14,121 141.21
Icahn Master II 06/08/2010 18,029 180.29
Icahn Master II 06/09/2010 11,287 112.87
Icahn Master II 06/10/2010 24,037 240.37
Icahn Master II 06/11/2010 22,389 223.89
Icahn Master II 06/14/2010 16,213 162.13
Icahn Master II 06/15/2010 34,253 342.53
Icahn Master II 06/16/2010 24,037 240.37
Icahn Master II 06/17/2010 15,144 151.44
Icahn Master II 06/18/2010 24,037 240.37
Icahn Master II 06/21/2010 14,423 144.23
Icahn Master II 06/22/2010 66,777 667.77
Icahn Master II 06/23/2010 14,566 145.66
Icahn Master II 06/24/2010 25,179 251.79
Icahn Master II 06/25/2010 19,916 199.16
Icahn Master II 06/28/2010 17,825 178.25
Icahn Master II 06/29/2010 36,011 360.11
Icahn Master II 06/30/2010 60,094 600.94
Icahn Master II 07/23/2010 18,851 188.51
Icahn Master II 07/26/2010 23,737 237.37
Icahn Master II 07/27/2010 19,923 199.23
Icahn Master II 07/28/2010 6,985 69.85
Icahn Master II 07/29/2010 34,866 348.66
Icahn Master II 07/30/2010 7,472 74.72
Icahn Master II 08/02/2010 25,259 252.59
Icahn Master II 08/03/2010 3,585 35.85
Icahn Master II 08/04/2010 5,437 54.37
Icahn Master II 08/05/2010 2,808 28.08
Icahn Master II 08/06/2010 4,075 40.75
Icahn Master II 08/09/2010 4,434 44.34
Icahn Master II 08/10/2010 5,340 53.40
Icahn Master II 08/11/2010 8,566 85.66
Icahn Master II 08/12/2010 11,147 111.47
Icahn Master II 08/13/2010 10,076 100.76
Icahn Master II 08/16/2010 10,076 100.76
Icahn Master II 08/17/2010 7,913 79.13
Icahn Master II 08/18/2010 10,076 100.76
Icahn Master III 06/07/2010 5,333 53.33
Icahn Master III 06/08/2010 6,808 68.08
Icahn Master III 06/09/2010 4,263 42.63
Icahn Master III 06/10/2010 9,077 90.77
Icahn Master III 06/11/2010 8,455 84.55
Icahn Master III 06/14/2010 6,123 61.23
Icahn Master III 06/15/2010 12,935 129.35
Icahn Master III 06/16/2010 9,077 90.77
Icahn Master III 06/17/2010 5,719 57.19
Icahn Master III 06/18/2010 9,077 90.77
Icahn Master III 06/21/2010 5,446 54.46
Icahn Master III 06/22/2010 25,218 252.18
Icahn Master III 06/23/2010 5,501 55.01
Icahn Master III 06/24/2010 9,509 95.09
Icahn Master III 06/25/2010 7,520 75.20
Icahn Master III 06/28/2010 6,731 67.31
Icahn Master III 06/29/2010 13,600 136.00
Icahn Master III 06/30/2010 22,693 226.93
Icahn Master III 07/01/2010 37,848 378.48
Icahn Master III 07/02/2010 28,429 284.29
Icahn Master III 07/06/2010 25,220 252.20
Icahn Master III 07/07/2010 5,605 56.05
Icahn Master III 07/08/2010 7,551 75.51
Icahn Master III 07/09/2010 2,446 24.46
Icahn Master III 07/12/2010 4,982 49.82
Icahn Master III 07/13/2010 9,511 95.11
Icahn Master III 07/14/2010 10,467 104.67
Icahn Master III 07/15/2010 4,331 43.31
Icahn Master III 07/19/2010 569 5.69
Icahn Master III 07/20/2010 5,604 56.04
Icahn Master III 07/21/2010 5,604 56.04
Icahn Master III 07/22/2010 11,210 112.10
Icahn Master III 07/23/2010 9,888 98.88
Icahn Master III 07/26/2010 11,692 116.92
Icahn Master III 07/27/2010 9,813 98.13
Icahn Master III 07/28/2010 3,441 34.41
Icahn Master III 07/29/2010 17,173 171.73
Icahn Master III 07/30/2010 3,680 36.80
Icahn Master III 08/02/2010 873 8.73
Icahn Master III 08/03/2010 1,740 17.40
Icahn Master III 08/04/2010 2,636 26.36
Icahn Master III 08/05/2010 1,363 13.63
Icahn Master III 08/06/2010 1,977 19.77
Icahn Master III 08/09/2010 2,150 21.50
Icahn Master III 08/10/2010 2,590 25.90
Icahn Master III 08/11/2010 4,155 41.55
Icahn Master III 08/12/2010 5,404 54.04
Icahn Master III 08/13/2010 4,888 48.88
Icahn Master III 08/16/2010 4,888 48.88
Icahn Master III 08/17/2010 3,835 38.35
Icahn Master III 08/18/2010 4,888 48.88
ANNEX B
ATTACHMENT 1
INFORMATION ABOUT NOMINEES
- ----------------------------
NAME: Jose Maria Alapont
AGE: 60
BUSINESS 26555 Northwestern Highway
ADDRESS: Southfield, Michigan 48033
RESIDENCE [REDACTED]
ADDRESS:
PRINCIPAL OCCUPATION See below
OR EMPLOYMENT:
CITIZENSHIP: Spain
Jose Maria Alapont has been president, chief executive officer and a director of
Federal-Mogul Corporation ("Federal-Mogul"), a supplier of automotive products,
since March 2005. Mr. Alapont served as chairman of the board of directors of
Federal-Mogul from 2005 to 2007. He has more than 35 years of global leadership
experience in both vehicle manufacturers and suppliers with business and
operations responsibilities in the Americas, Asia Pacific, Europe, Middle East
and Africa regions.
Mr. Alapont, between 2003 and 2005 was chief executive officer and a member of
the board of directors of Fiat IVECO, the manufacturer of light, medium and
heavy-duty commercial vehicles, engines, passenger transport, defense and
fire-fighting vehicles.
He served in various key executive positions at Delphi Corporation, a global
automotive supplier from 1997 to 2003. He began at Delphi as executive director
of international operations. In 1999, Mr. Alapont was named president of Delphi
Europe, Middle East and Africa and a vice president of Delphi Corporation and
also became a member of the Delphi Strategy Board, the company's top
policy-making group. In 2003, Mr. Alapont was named president of Delphi's
international operations, and vice president of sales and marketing.
Mr. Alapont, from 1990 to 1997, served in several executive roles and was a
member of the Strategy Board at Valeo, a global automotive supplier. He started
at Valeo as managing director of engine cooling systems, Spain. In 1991, Mr.
Alapont was named executive director of Valeo's worldwide heavy-duty engine
cooling operations. In 1992, he became group vice president of Valeo's worldwide
clutch and transmission components division. He was named group vice president
of the company's worldwide lighting systems division in 1996.
Mr. Alapont began and developed his automotive career from 1974 to 1989 at Ford
Motor Company, and over the course of 15 years, starting at Ford of Spain,
progressed through different management and executive positions in quality,
testing and validation, manufacturing and purchasing positions at Ford of
Europe.
A native of Spain, Mr. Alapont earned degrees in industrial engineering from the
Technical School of Valencia in Spain and in philology from the University of
Valencia in Spain.
Mr. Alapont has an interest in the election of directors at the Annual Meeting
pursuant to the Nominee Agreement attached hereto as Annex D and indirectly
through an investment in Icahn Partners LP. Other than in respect of such
investment (to the extent applicable), Mr. Alapont does not, and his associates
do not, own, beneficially or of record, any shares of capital stock of the
Corporation.
ANNEX B
ATTACHMENT 2
INFORMATION ABOUT NOMINEES
NAME: Gary Meyers
AGE: 46
BUSINESS None
ADDRESS:
RESIDENCE [REDACTED]
ADDRESS:
PRINCIPAL OCCUPATION See below
OR EMPLOYMENT:
CITIZENSHIP: United States of America
Mr. Gary Meyers has been a director of Exar Corporation, a public semiconductor
company serving the datacom, storage, consumer and industrial markets, since May
2008. Mr. Meyers also currently sits on the board of directors of Oasys Design
Systems, a private EDA tool supplier. Mr. Meyers served as Vice President and
General Manager, Synplicity Business Group of Synopsys, Inc., a leading supplier
of electronic design automation software, from May 2008 through April 2010.
Prior to its acquisition by Synopsys in May 2008, Mr. Meyers served as President
and Chief Executive Officer of Synplicity, Inc. ("Synplicity"), a public
supplier of EDA tools serving the programmable logic market since October 2004,
and as a member of the board of directors of Synplicity since January 2005. From
August 2004 to October 2004, he served as Synplicity's President and Chief
Operating Officer, and from November 1999 to August 2004, Mr. Meyers served as
Synplicity's Vice President of Worldwide Sales. Mr. Meyers served on the board
of directors of SpiraTech Limited, a UK-based EDA tool supplier, prior to its
acquisition by Mentor Graphics Corporation. He also held a number of different
executive management positions at LSI Corporation, a provider of silicon,
systems and software technologies. Mr. Meyers has an MBA from UCLA, and he
received his BSEE from the University of Maryland.
Mr. Meyers has an interest in the election of directors at the Annual Meeting
pursuant to the Nominee Agreement attached hereto as Annex D. Mr. Meyers does
not, and his associates do not, own, beneficially or of record, any shares of
capital stock of the Corporation.
ANNEX B
ATTACHMENT 3
INFORMATION ABOUT NOMINEES
NAME: David Schechter
AGE: 35
BUSINESS Icahn Capital LP, 767 Fifth Avenue, 47th
ADDRESS: Floor, New York, NY 10153
RESIDENCE [REDACTED]
ADDRESS:
PRINCIPAL OCCUPATION See below
OR EMPLOYMENT:
CITIZENSHIP: United States of America
Mr. Schechter currently is responsible for co-executing a small/mid cap
investment strategy across all industries as a Portfolio Manager of the Sargon
Portfolio for Icahn Capital LP, the entity through which Carl C. Icahn manages
third party investment funds. Prior to April 2010, Mr. Schechter served as a
Managing Director for Icahn Capital LP and in a variety of investment advisory
roles for Mr. Icahn since 2004, providing investment and strategic advice across
multiple industries, asset classes, and geographies. Mr. Schechter serves on the
board of directors of The Hain Celestial Group, Inc, a natural and organic food
and personal care products company, Federal-Mogul Corp, an automotive parts
supplier, WestPoint International, Inc., a manufacturer of bed and bath home
fashion products, and XO Holdings, Inc., a telecommunications services provider.
With respect to each company mentioned above, Carl C. Icahn, directly or
indirectly, either (i) controls such company or (ii) has an interest in such
company through the ownership of securities. Mr. Schechter previously served as
a director of WCI Communities, Inc., a homebuilding company, and BKF Capital
Group, Inc., an investment advisory business. Prior to joining Mr. Icahn in
January 2004, Mr. Schechter served as a Vice President of Global Special
Situations at Citigroup, a unit responsible for making proprietary investments
in distressed situations. Mr. Schechter received a B.S. in Economics, cum laude,
from the Wharton School at the University of Pennsylvania in May 1997.
In connection with his employment by Icahn Capital LP, David Schechter has a
participatory interest in the profits derived by its affiliated entities from
their investment in certain companies, including the Corporation. The
participatory interest of Mr. Schechter entitles him to 5.1% of the aggregate
profits from such investments after an 8% hurdle rate is achieved. Other than in
respect of such participatory interest (to the extent applicable), Mr. Schechter
does not, and his associates do not, own, beneficially or of record, any shares
of capital stock of the Corporation.
ANNEX C
The written consent of each Nominee to being named as a nominee for election as
a director of the Corporation and to serve as a director if elected is attached
to this Annex C. If the Corporation requests original signed statements of
consents, the Record Holders will provide them.
ANNEX C
ATTACHMENT 1
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee for election as
a director of Mentor Graphics Corporation (the "Company"), in the proxy
statement to be filed with the Securities and Exchange Commission and
distributed to shareholders of the Company by High River Limited Partnership
("High River"), Icahn Partners LP ("Icahn Partners"), Icahn Partners Master Fund
LP ("Icahn Master"), Icahn Partners Master Fund II LP ("Icahn Master II"), Icahn
Partners Master Fund III LP ("Icahn Master III", and collectively with High
River, Icahn Partners, Icahn Master and Icahn Master II, the "Record Holders")
and in other materials in connection with the solicitation of proxies by the
Record Holders from shareholders of the Company to be voted at the 2011 annual
meeting of shareholders of the Company and any adjournment thereof, and further
consents to serve as a director of the Company, if elected.
Dated: February 9, 2011
/s/ Jose Maria Alapont
- ------------------------
Name: Jose Maria Alapont
ANNEX C
ATTACHMENT 2
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee for election as
a director of Mentor Graphics Corporation (the "Company"), in the proxy
statement to be filed with the Securities and Exchange Commission and
distributed to shareholders of the Company by High River Limited Partnership
("High River"), Icahn Partners LP ("Icahn Partners"), Icahn Partners Master Fund
LP ("Icahn Master"), Icahn Partners Master Fund II LP ("Icahn Master II"), Icahn
Partners Master Fund III LP ("Icahn Master III", and collectively with High
River, Icahn Partners, Icahn Master and Icahn Master II, the "Record Holders")
and in other materials in connection with the solicitation of proxies by the
Record Holders from shareholders of the Company to be voted at the 2011 annual
meeting of shareholders of the Company and any adjournment thereof, and further
consents to serve as a director of the Company, if elected.
Dated: February 9, 2011
/s/ Gary Meyers
- ----------------
Name: Gary Meyers
ANNEX C
ATTACHMENT 3
CONSENT OF NOMINEE
The undersigned hereby consents to being named as a nominee for election as
a director of Mentor Graphics Corporation (the "Company"), in the proxy
statement to be filed with the Securities and Exchange Commission and
distributed to shareholders of the Company by High River Limited Partnership
("High River"), Icahn Partners LP ("Icahn Partners"), Icahn Partners Master Fund
LP ("Icahn Master"), Icahn Partners Master Fund II LP ("Icahn Master II"), Icahn
Partners Master Fund III LP ("Icahn Master III", and collectively with High
River, Icahn Partners, Icahn Master and Icahn Master II, the "Record Holders")
and in other materials in connection with the solicitation of proxies by the
Record Holders from shareholders of the Company to be voted at the 2011 annual
meeting of shareholders of the Company and any adjournment thereof, and further
consents to serve as a director of the Company, if elected.
Dated: February 9, 2011
/s/ David Schechter
- --------------------
Name: David Schechter
ANNEX D
Attached to this Annex D is the form of agreement pursuant to which an affiliate
of the Record Holders has agreed to indemnify certain Nominees with respect to
certain costs incurred by such Nominees in connection with the proxy contest
relating to the Annual Meeting.
ICAHN CAPITAL LP
February 9, 2011
Dear Mr. ___________________:
This will confirm our understanding as follows:
You agree that you are willing, should we so elect, to become a member of a
slate of nominees (the "Slate") to stand for election as directors of Mentor
Graphics Corporation ("Mentor Graphics") in connection with a proxy contest with
management of Mentor Graphics in respect of the election of directors of Mentor
Graphics at the 2011 Annual Meeting of Shareholders of Mentor Graphics (the
"Annual Meeting"), expected to be held on or about May 12, 2011, or a special
meeting of shareholders of Mentor Graphics called for a similar purpose (the
"Proxy Contest").
Icahn Capital LP ("Icahn") agrees to pay the costs of the Proxy Contest.
You understand that it may be difficult, if not impossible, to replace
nominees who, such as yourself, have agreed to serve on the Slate and later
change their minds and determine not to seek election. Accordingly, the Slate is
relying upon your agreement to seek election. In that connection, you are being
supplied with a questionnaire in which you will provide Icahn with information
necessary for Icahn to make appropriate disclosure both to Mentor Graphics and
for use in creating the proxy material to be sent to shareholders of Mentor
Graphics and to be filed with the Securities and Exchange Commission. You have
agreed that (i) you will immediately complete and sign the questionnaire and
return it to Jesse A. Lynn, Assistant General Counsel, Icahn Enterprises LP, 767
Fifth Avenue, Suite 4700, New York, NY 10153, Tel: (212) 702-4331, Fax: (917)
591-3310, Email: jlynn@sfire.com and (ii) your responses to the questions
contained therein will be true and correct in all respects. In addition, you
have agreed that, concurrently with your execution of this letter, you will
execute the attached instrument directed to Mentor Graphics informing Mentor
Graphics that you consent to being nominated by Icahn for election as a director
of Mentor Graphics and, if elected, consent to serving as a director of Mentor
Graphics. Upon being notified that we have chosen you, we may forward that
consent and your completed questionnaire (or summaries thereof) to Mentor
Graphics.
Icahn hereby agrees that, so long as you actually serve on the Slate, Icahn
will defend, indemnify and hold you harmless from and against any and all
losses, damages, penalties, judgments, awards, liabilities, costs, expenses and
disbursements (including, without limitation, reasonable attorneys' fees, costs,
expenses and disbursements) incurred by you in the event that (i) you become a
party, or are threatened to be made a party, to any civil, criminal,
administrative or arbitrative action, suit or proceeding, and any appeal thereof
relating solely to your role as a nominee for director of Mentor Graphics on the
Slate (a "Proceeding") or (ii) you are called to testify or give a deposition in
any Proceeding (whether or not you are a party or are threatened to be made a
party to such Proceeding), including, in each case, the advancement to you of
all reasonable attorneys' costs and expenses incurred by you in connection with
any Proceeding. Your right of indemnification hereunder shall continue (i) in
the event that Icahn determines to withdraw the Slate or remove you from the
Slate and (ii) after the election has taken place but only for events which
occur prior to the later of (x) such election and (y) the date you become a
director of Mentor Graphics, and subsequent to the date hereof. Anything to the
contrary herein notwithstanding, Icahn is not indemnifying you for any action
taken by you or on your behalf which occurs prior to the date hereof or
subsequent to the Annual Meeting or such earlier time as you are no longer a
nominee of the Slate for election to Mentor Graphics' Board of Directors or for
any actions taken by you as a director of Mentor Graphics, if you are elected.
Nothing herein shall be construed to provide you an indemnity: (i) in the event
you are found to have engaged in a violation of any provision of state or
federal law in connection with the Proxy Contest unless you demonstrate that
your action was taken in good faith and in a manner you reasonably believed to
be in or not opposed to the best interests of electing the Slate; or (ii) if you
acted in a manner which constitutes gross negligence or willful misconduct. In
the event that you shall make any claim for indemnification hereunder, you shall
promptly notify Icahn in the event of any third-party claims actually made
against you or known by you to be threatened. In addition, with respect to any
such claim, Icahn shall be entitled to control your defense with counsel chosen
by Icahn. Icahn shall not be responsible for any settlement of any claim against
you covered by this indemnity without its prior written consent. However, Icahn
may not enter into any settlement of any such claim without your consent unless
such settlement includes a release of you from any and all liability in respect
of such claim.
Each of us recognizes that should you be elected to the Board of Directors
of Mentor Graphics all of your activities and decisions as a director will be
governed by applicable law and subject to your fiduciary duty to the
shareholders of Mentor Graphics and, as a result, that there is, and can be, no
agreement between you and Icahn which governs the decisions which you will make
as a director of Mentor Graphics.
Should the foregoing agree with your understanding, please so indicate in
the space provided below, whereupon this letter will become a binding agreement
between us.
Very truly yours,
ICAHN CAPITAL LP
By: __________________________
Name: Edward E. Mattner
Title: Authorized Signatory
Agreed to and Accepted as
of the date first above written:
__________________________
Name: