Operating Committee

Name

There shall be a committee of the Board of Directors (the “Board”) of Commvault

Purpose

The general purpose of the Operating Committee is to oversee the Company’s budgeting processes and to work with Company management to establish margin targets and a balanced capital allocation policy for the Company.

Systems, Inc. (the “Company”) that shall be called the Operating Committee.

Organization and Procedure

The Operating Committee shall consist of three (3) members.  The initial composition of the Operating Committee shall consist of:

  • R. Todd Bradley
  • Arlen Shenkman
  • Charles Moran

The members of the Operating Committee shall serve until their successors are appointed and qualify. The initial Chairperson of the Operating Committee shall be Mr. Shenkman.

During the Standstill Period (as defined in that certain Agreement (the “Cooperation Agreement”), dated as of June 5, 2020, by and between the Company, Starboard Value LP and the other signatories thereto), the composition of the Operating Committee shall be maintained in accordance with the Cooperation Agreement.

Committee Responsibilities

The Committee shall oversee the Company’s budgeting processes and to work with Company management to establish margin targets and a balanced capital allocation policy for the Company

The Operating Committee may also work with an outside consultant or adviser if engaged by the Company to assist with the Operational Review.

Effective as of June 7, 2020

Arlen Shenkman Todd Bradley Charles “Chuck” Moran
  • Member
  • Chair
  • Financial Expert
  • Independent Director