p11-0220sc13d.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FiZR0AH2ap3ulvgobYzHEjgLIlu8ndQ7F94+LofYvrEvAmFhFPL4DubDvIjCzJeG +OKsDPucET996eo9GUpqsw== 0000902664-11-000075.txt : 20110203 0000902664-11-000075.hdr.sgml : 20110203 20110203161206 ACCESSION NUMBER: 0000902664-11-000075 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20110203 DATE AS OF CHANGE: 20110203 GROUP MEMBERS: ALBERTA INVESTMENT MANAGEMENT CORPORATION GROUP MEMBERS: CASABLANCA CAPITAL I LLC GROUP MEMBERS: CASABLANCA CAPITAL LLC GROUP MEMBERS: CASABLANCA SPECIAL OPPORTUNITIES FUND I, LLC GROUP MEMBERS: DONALD G. DRAPKIN GROUP MEMBERS: DOUGLAS TAYLOR GROUP MEMBERS: ELEMENT CAPITAL ADVISORS LTD. GROUP MEMBERS: ELEMENT MULTI STRATEGY FUND LTD. GROUP MEMBERS: FRANCISCO D'AGOSTINO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MENTOR GRAPHICS CORP CENTRAL INDEX KEY: 0000701811 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 930786033 STATE OF INCORPORATION: OR FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-38367 FILM NUMBER: 11570540 BUSINESS ADDRESS: STREET 1: 8005 SW BOECKMAN RD CITY: WILSONVILLE STATE: OR ZIP: 97070-7777 BUSINESS PHONE: 5036857000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CASABLANCA CAPITAL LLC CENTRAL INDEX KEY: 0001511181 IRS NUMBER: 271928183 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: SUITE 1403 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 759 5626 MAIL ADDRESS: STREET 1: 450 PARK AVENUE STREET 2: SUITE 1403 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 p11-0220sc13d.htm MENTOR GRAPHICS CORPORATION p11-0220sc13d.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. ___)*

Mentor Graphics Corporation

(Name of Issuer)

Common Stock, without par value

(Title of Class of Securities)

587200106

(CUSIP Number)

Casablanca Capital LLC

450 Park Avenue, Suite 1403

New York, NY 10022

Attn: Douglas Taylor

(212) 759-5626

With a Copy to:

David E. Rosewater, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

212-756-2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 24, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 587200106

SCHEDULE 13D

Page 2 of 21 Pages

1	NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Casablanca Special Opportunities Fund I, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 573,683
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 573,683
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 573,683
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 587200106

SCHEDULE 13D

Page 3 of 21 Pages

1	NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Casablanca Capital I LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 573,683
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 573,683
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 573,683
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5%
14	TYPE OF REPORTING PERSON IA, OO

CUSIP No. 587200106

SCHEDULE 13D

Page 4 of 21 Pages

1	NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Casablanca Capital LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO, AF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 746,352
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 746,352
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 746,352
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7%
14	TYPE OF REPORTING PERSON IA, OO

CUSIP No. 587200106

SCHEDULE 13D

Page 5 of 21 Pages

1	NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Donald G. Drapkin
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS PF, OO, AF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 25,310
	8	SHARED VOTING POWER 746,352
	9	SOLE DISPOSITIVE POWER 25,310
	10	SHARED DISPOSITIVE POWER 746,352
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 771,662
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 587200106

SCHEDULE 13D

Page 6 of 21 Pages

1	NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Douglas Taylor
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO and AF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 746,352
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 746,352
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 746,352
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 587200106

SCHEDULE 13D

Page 7 of 21 Pages

1	NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Francisco D'Agostino
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO, AF (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Spain
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 782,652
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 782,652
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 782,652
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 587200106

SCHEDULE 13D

Page 8 of 21 Pages

1	NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Element Multi Strategy Fund Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 36,300
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 36,300
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,300
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 587200106

SCHEDULE 13D

Page 9 of 21 Pages

1	NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Element Capital Advisors Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 36,300
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 36,300
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 36,300
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON IA, CO

CUSIP No. 587200106

SCHEDULE 13D

Page 10 of 21 Pages

1	NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Her Majesty the Queen in Right of the Province of Alberta as represented by Alberta Investment Management Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Alberta, Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 5,205,282
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 5,205,282
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,205,282
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7%
14	TYPE OF REPORTING PERSON IA, OO

CUSIP No. 587200106

SCHEDULE 13D

Page 11 of 21 Pages

ITEM 1.

SECURITY AND ISSUER.

This statement on Schedule 13D (the "Schedule 13D") relates to the common shares (the "Shares"), without par value, of Mentor Graphics Corporation (the "Issuer"). The address of the Issuer's principal executive office is 8005 SW Boeckman Rd, Wilsonville, Oregon 97070-7777.

ITEM 2.

IDENTITY AND BACKGROUND.

(a), (b), (c) and (f).

This Schedule 13D is filed by:

(i) Casablanca Special Opportunities Fund I, LLC (the "Casablanca Fund"), a Delaware limited liability company, with respect to the Shares directly held by it;

(ii) Casablanca Capital I LLC ("Casablanca I"), a Delaware limited liability company, and the managing member of the Casablanca Fund, with respect to the Shares held by the Casablanca Fund;

(iii) Casablanca Capital LLC ("Casablanca"), a Delaware limited liability company, which serves as investment manager to the Casablanca Fund and to managed accounts on behalf of investment advisory clients (the "Managed Accounts"), with respect to the Shares held by the Casablanca Fund and the Shares held in the Managed Accounts;

(iv) Donald G. Drapkin ("Mr. Drapkin"), principal of the Casablanca Fund and member of the management committee and Chairman of Casablanca, with respect to the Shares held (I) by Mr. Drapkin directly, (II) by the Casablanca Fund, and (III) in the Managed Accounts;

(v) Douglas Taylor ("Mr. Taylor"), principal of the Casablanca Fund and member of the management committee and Chief Executive Officer of Casablanca, with respect to the Shares held (I) by the Casablanca Fund and (II) in the Managed Accounts;

(vi) Francisco D'Agostino ("Mr. D'Agostino", and together with the Casablanca Fund, Casablanca I, Casablanca, Mr. Drapkin, and Mr. Taylor, the "Casablanca Reporting Persons"), President and Managing Director of Element Advisor (as defined below), director of the Element Fund (as defined below), principal of the Casablanca Fund and member of the management committee and President of Casablanca, with respect to the Shares held (I) by the Element Fund, (II) by the Casablanca Fund, and (III) in the Managed Accounts.

CUSIP No. 587200106

SCHEDULE 13D

Page 12 of 21 Pages

(vii) Element Multi Strategy Fund Ltd., a Cayman Islands exempted company (the "Element Fund"), with respect to the Shares directly held by it;

(viii) Element Capital Advisors Ltd., a business company organized under the laws of the British Virgin Islands ("Element Advisor", and together with the Element Fund and Mr. D'Agostino, the "Element Reporting Persons"), with respect to the Shares held by the Element Fund; and

(ix) Her Majesty the Queen in Right of the Province of Alberta as represented by Alberta Investment Management Corporation ("AIMCo"), a body corporate established under the Alberta Investment Management Corporation Act R.S.A. c. A-26.5 (2007) (the “Alberta Investment Management Corporation Act”), with respect to the Shares held on behalf of clients for which AIMCo serves as investment manager.

The Casablanca Reporting Persons, the Element Reporting Persons and AIMCo are hereinafter collectively (without duplication) referred to as the "Reporting Persons."

The principal office address for the Casablanca Fund, Casablanca I, Casablanca, is 450 Park Avenue, Suite 1403, New York, NY 10022.

The principal office address of AIMCo is 1100 10308 Jasper Avenue, Edmonton, Alberta, T5J 2B3.

The principal office address of the Element Fund and Element Advisor is Avenida Federico Boyd con Calle 49, Edificio Alfaro Piso 4 Oficina 4-A, Apartado 0832-00998, Panama Panama.

The name, citizenship, present principal occupation or employment and business address of Messrs. Drapkin, Taylor and D'Agostino, and each director and executive officer of the Casablanca Fund, Casablanca I, Casablanca, AIMCo, Element Fund and Element Advisors is set forth in Schedule 1 attached hereto.

The principal business of (i) the Casablanca Fund is to serve as a pooled investment vehicle exempt from registration under the Investment Company Act of 1940, as amended, (ii) Casablanca I is to serve as managing member of the Casablanca Fund, (iii) Casablanca is to serve as an investment advisor, exempt from registration with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), on behalf of various clients, including individuals and institutions, (iv) AIMCo is, pursuant to the Alberta Investment Management Corporation Act, to provide investment management services for a diverse group of Alberta public sector clients, including Alberta public sector pension plans and provincial endowment funds, (v) the E lement Fund is to serve as a private investment exempted company, and (vi) Element Advisor is to serve as investment advisor to the Element Fund.

CUSIP No. 587200106

SCHEDULE 13D

Page 13 of 21 Pages

Mr. Drapkin and Mr. Taylor are citizens of the United States of America, and Mr. D'Agostino is a citizen of Spain. Each of Mr. Drapkin, Mr. Taylor and Mr. D'Agostino, as members of Casablanca's management committee, are in a position to indirectly determine the voting and investment decisions regarding the Issuer's securities held by Casablanca's investment advisory clients, including the Casablanca Fund.

Mr. D'Agostino, as President and Managing Director of Element Advisor is in a position to indirectly determine the voting and investment decisions regarding the Issuer's securities held by the Element Fund.

All disclosures herein with respect to any Reporting Person are made only by such Reporting Person. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

(d) – (e)

During the last five years, none of the Reporting Persons, and to the best knowledge of the Reporting Persons none of the persons listed on Schedule 1 hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in such person being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The Reporting Persons used approximately $70,245,608 (including brokerage commissions) in the aggregate to purchase the Shares reported in this Schedule 13D.

The source of the funds used to acquire the Shares being reported held by (i) the Casablanca Fund was the working capital of the Casablanca Fund, (ii) the Managed Accounts was the assets of the investment advisory clients of Casablanca, (iii) Mr. Drapkin was his personal funds, (iv) the Element Fund was the working capital of the Element Fund, and (v) AIMCo on behalf of investment management clients was the assets of such clients. In addition, none of the proceeds used to purchase the Shares were provided through borrowings of any nature.

ITEM 4.

PURPOSE OF TRANSACTION.

The Shares reported in this statement have been purchased and held for investment purposes on behalf of client accounts over which the Reporting Persons have either sole or shared discretionary investment or voting power.

The Reporting Persons believe that the Issuer's common stock is undervalued and is an attractive investment. The Reporting Persons intend to seek to have conversations with management, the board, other shareholders of the Issuer and other relevant parties regarding the assets, business, strategy, financial condition and/or operations of the Issuer and how to maximize shareholder value. As of the date hereof the Reporting Persons have not spoken to any other shareholder and do not intend to form a "group" (within the meaning of Section 13(d)(3) of Exchange Act) with any other person or entity. The Reporting Persons may, from time to time and at any time, acquire additional common shares and/or other equity, debt, notes, instruments or other securities of the Issuer (collectively, "Securities") in the open market or otherwise. The Reporting Persons reserve the right to dispose of any or all of their Securities in the open market or otherwise, at any time and from time to time, and to engage in any hedging or similar transactions with respect to the Securities.

CUSIP No. 587200106

SCHEDULE 13D

Page 14 of 21 Pages

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein.

As a result of the actions undertaken on behalf of the Reporting Persons as stated above, the Reporting Persons may be deemed members of a “group” within the meaning of Section 13(d) of the Exchange Act.

The information set forth in Item 6 hereto is hereby incorporated herein by reference.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

(a) and (b)

The aggregate number and percentage of Shares to which this Schedule 13D relates is 6,013,244 shares of the common stock of the Issuer, constituting approximately 5.5% of the 109,672,191 Shares outstanding as of December 3, 2010, as reported in the Issuer's 10-Q filed with the Securities and Exchange Commission on December 10, 2010.

(i)	the Casablanca Fund:
	(a)	As of the date hereof, the Casablanca Fund may be deemed the beneficial owner of 573,683 Shares.
		Percentage: Approximately 0.5% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 0
		2.	Shared power to vote or direct vote: 573,683 Shares
		3.	Sole power to dispose or direct the disposition: 0
		4.	Shared power to dispose or direct the disposition: 573,683 Shares

(ii)	Casablanca I:
	(a)	As of the date hereof, the Casablanca I may be deemed the beneficial owner of 573,683 Shares.
		Percentage: Approximately 0.5% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 0
		2.	Shared power to vote or direct vote: 573,683 Shares
		3.	Sole power to dispose or direct the disposition: 0
		4.	Shared power to dispose or direct the disposition: 573,683 Shares

CUSIP No. 587200106

SCHEDULE 13D

Page 15 of 21 Pages

(iii)	Casablanca:
	(a)	As of the date hereof, Casablanca may be deemed the beneficial owner of 746,352 Shares.
		Percentage: Approximately 0.7% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 0
		2.	Shared power to vote or direct vote: 746,352 Shares
		3.	Sole power to dispose or direct the disposition: 0
		4.	Shared power to dispose or direct the disposition: 746,352 Shares

(iv)	Mr. Drapkin:
	(a)	As of the date hereof, Mr. Drapkin may be deemed the beneficial owner of 771,662 Shares.
		Percentage: Approximately 0.7% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 25,310 Shares
		2.	Shared power to vote or direct vote: 746,352 Shares
		3.	Sole power to dispose or direct the disposition: 25,310 Shares
		4.	Shared power to dispose or direct the disposition: 746,352 Shares

(v)	Mr. Taylor:
	(a)	As of the date hereof, Mr. Taylor may be deemed the beneficial owner of 746,352 Shares.
		Percentage: Approximately 0.7% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 0
		2.	Shared power to vote or direct vote: 746,352 Shares
		3.	Sole power to dispose or direct the disposition: 0
		4.	Shared power to dispose or direct the disposition: 746,352 Shares

(vi)	Mr. D'Agostino:
	(a)	As of the date hereof, Mr. D'Agostino may be deemed the beneficial owner of 782,652 Shares.
		Percentage: Approximately 0.7% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 0
		2.	Shared power to vote or direct vote: 782,652 Shares
		3.	Sole power to dispose or direct the disposition: 0
		4.	Shared power to dispose or direct the disposition: 782,652 Shares

CUSIP No. 587200106

SCHEDULE 13D

Page 16 of 21 Pages

(vii)	the Element Fund:
	(a)	As of the date hereof, the Element Fund may be deemed the beneficial owner of 36,300 Shares.
		Percentage: Approximately 0.0% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 0
		2.	Shared power to vote or direct vote: 36,300 Shares
		3.	Sole power to dispose or direct the disposition: 0
		4.	Shared power to dispose or direct the disposition: 36,300 Shares

(viii)	Element Advisor:
	(a)	As of the date hereof, Element Advisor may be deemed the beneficial owner of 36,300 Shares.
		Percentage: Approximately 0.0% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 0
		2.	Shared power to vote or direct vote: 36,300 Shares
		3.	Sole power to dispose or direct the disposition: 0
		4.	Shared power to dispose or direct the disposition: 36,300 Shares

(ix)	AIMCo:
	(a)	As of the date hereof, AIMCo may be deemed the beneficial owner of 5,205,282 Shares.
		Percentage: Approximately 4.7% as of the date hereof.
	(b)	1.	Sole power to vote or direct vote: 5,205,282 Shares
		2.	Shared power to vote or direct vote: 0
		3.	Sole power to dispose or direct the disposition: 5,205,282 Shares
		4.	Shared power to dispose or direct the disposition: 0

Casablanca serves as investment advisor to Casablanca Fund, AIMCo and additional individual and institutional clients which hold discretionary private accounts with Casablanca. Casablanca owns no securities of the Issuer directly, but because it has voting or investment control over the Shares owned by the Casablanca Fund and its discretionary private accounts, it may be deemed to beneficially own the Shares held by the Casablanca Fund and its discretionary private account clients. Casablanca also serves as investment advisor to AIMCo, and can recommend the voting of the Shares which may be deemed to be beneficially owned by AIMCo, and therefore, may be deemed to beneficially own such Shares.

Each of Mr. Drapkin, Mr. Taylor and Mr. D'Agostino, as members of Casablanca's management committee, are in a position to indirectly determine the voting and investment decisions regarding the Issuer's securities held by Casablanca's investment advisory clients, including the Casablanca Fund.

CUSIP No. 587200106

SCHEDULE 13D

Page 17 of 21 Pages

AIMCO serves as investment manager to Alberta public sector clients, including Alberta public sector pension plans and provincial endowment funds. AIMCO owns no securities of the Issuer directly, but because it has voting or investment control over the Shares owned by its investment management clients, it may be deemed to beneficially own the Shares held by its investment management clients.

As of the date hereof, the Casablanca Reporting Persons beneficially owned an aggregate of 807,962 Shares, constituting approximately 0.7% of the Shares outstanding, the Element Reporting Persons beneficially owned an aggregate of 782,652 Shares, constituting approximately 0.7% of the Shares outstanding, and AIMCo beneficially owned an aggregate of 5,205,282 Shares, constituting approximately 4.7% of the Shares outstanding.

The Casablanca Reporting Persons, the Element Reporting Persons and AIMCo may be deemed to have formed a "group," within the meaning of Section 13(d)(3) of the Exchange Act. Collectively, the group may be deemed to have voting control over a combined 5.5% of the Shares. However, each of the Casablanca Reporting Persons (other than Mr. D'Agostino) expressly disclaims beneficial ownership of the Shares beneficially owned by the Element Reporting Persons, each of the Casablanca Reporting Persons expressly disclaims beneficial ownership of the Shares beneficially owned by AIMCo, each of the Element Reporting Persons (other than Mr. D'Agostino) expressly disclaims beneficial ownership of the Shares beneficially owned by the Casablanca Reporting Persons and AIMCo, and AIMCo expressly disclaims beneficial ownership of the Sha res beneficially owned by the Casablanca Reporting Persons and the Element Reporting Persons.

(c) Please see Schedule 2 for a list of transactions in the Shares by the Reporting Persons during the past sixty (60) days.

(d) The investment advisory clients that constitute the economic beneficiaries of the Managed Accounts and the clients for which AIMCo serves as investment manager, have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of the Shares to which this Schedule 13D relates; however, no such person has such an interest that relates to more than 5 percent of the class of Shares.

(e) Not applicable.

CUSIP No. 587200106

SCHEDULE 13D

Page 18 of 21 Pages

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR

RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

The powers of disposition with respect to the Shares owned by discretionary private accounts of Casablanca are established in written investment advisory agreements between Casablanca's clients and Casablanca, which are entered into in the normal and usual course of business of Casablanca as an investment advisor exempt from registration under the Advisers Act and which are generally applicable to all Shares purchased for the benefit of each such discretionary private account.

Casablanca has entered into investment advisory agreements with respect to securities of the Issuer with (i) Tensor Opportunity Limited on November 17, 2010, (ii) Caselton Investments LLC on November 29, 2010, (iii) Dustin A. Moskovitz TTEE Dustin A. Moskovitz Trust DTD 12/27/05 on December 15, 2010, and (iv) Daly Gamma Limited Partnership on December 15, 2010 (collectively, the "Casablanca Investment Advisory Agreements").

The Casablanca Investment Advisory Agreements are standard in form, a copy of which form is attached as Exhibit 2 hereto. The Casablanca Investment Advisory Agreements grant Casablanca discretion to (i) vote, tender or convert any stock, securities or other property related to the Shares, (ii) execute proxies, waivers or other consents with respect to the Shares and in such connection, endorse securities related to the Shares, (iii) take action with respect to any plan of reorganization or similar corporate transaction requiring shareholder votes, and (iv) generally, to exercise the rights, powers and privileges with respect to the Shares held by an investment client. The Casablanca Investment Advisory Agreements provide that the clients will pay Casablanca all fees and expenses related to the account, a management fee of up to 2% per annum of the client's total capital invested, and an incentive fee of up to 20% of cash available for distributions after such client has received distributions equal to its total capital invested. The description of the Casablanca Investment Advisory Agreements in this Schedule 13D is qualified in its entirety by reference to the full text of the form of Casablanca Investment Advisory Agreement, which is incorporated by reference herein.

In addition, on November 9, 2010, AIMCo and Casablanca entered into an investment advisory agreement (the "AIMCo Investment Advisory Agreement"), a copy of which is attached as Exhibit 3 hereto, whereby Casablanca was appointed as an investment advisor to AIMCo for the purpose of providing investment recommendations regarding the Shares. Under the agreement, AIMCo agrees to follow recommendations provided by Casablanca with regards to (i) voting, tendering or converting securities of the Issuer held by AIMCo clients, (ii) executing waivers or other consents with respect to the securities of the Issuer held by AIMCo clients, (iii) taking actions with respect to any plan of reorganization or similar corporate transaction requiring shareholder votes, and (iv) generally, exer cising all rights, powers, and privileges with respect to the securities of the Issuer held by AIMCo clients. However, AIMCo retains the right to make the final decision or to take action with respect to the securities of the Issuer where AIMCo deems, in its sole discretion, appropriate. The AIMCo Investment Advisory Agreement also provides that AIMCo clients will commit up to $150 million for investments in the Issuer, and will pay Casablanca, certain fees and expenses related to clients for which AIMCo serves as investment manager, and an incentive fee of 15% of distributions after AIMCo clients have received distributions equal to their total capital invested plus a preferred cumulative return on such total capital invested of 8 percent per annum, compounded annually. The description of the AIMCo Investment Advisory Agreement in this Schedule 13D is qualif ied in its entirety by reference to the full text of the AIMCo Investment Advisory Agreement, which is incorporated by reference herein.

CUSIP No. 587200106

SCHEDULE 13D

Page 19 of 21 Pages

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS.

Exhibit		Description
1		Joint Filing Agreement
2		Form of Casablanca Investment Advisory Agreements with clients with respect to the securities of the Issuer.
3		Investment Advisory Agreement, dated November 9, 2010, between AIMCo and Casablanca.

CUSIP No. 587200106

SCHEDULE 13D

Page 20 of 21 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 3, 2011

Casablanca Special
Opportunities Fund I, LLC


	By:	Casablanca Capital LLC, its Investment Manager


	By:	/s/ Douglas Taylor
	Name:	Douglas Taylor
	Title:	Chief Executive Officer

	Casablanca Capital I LLC

	By:	/s/ Douglas Taylor
	Name:	Douglas Taylor
	Title:	Chief Executive Officer

	Casablanca Capital LLC

	By:	/s/ Douglas Taylor
	Name:	Douglas Taylor
	Title:	Chief Executive Officer

	/s/ Donald G. Drapkin
	Donald G. Drapkin

	/s/ Douglas Taylor
	Douglas Taylor

	/s/ Francisco D'Agostino
	Francisco D'Agostino

CUSIP No. 587200106

SCHEDULE 13D

Page 21 of 21 Pages

Element Multi Strategy Fund Ltd.

	By:	/s/ Francisco D'Agostino
	Name:	Francisco D'Agostino
	Title:	Director

Element Capital Advisors Ltd.

	By:	/s/ Francisco D'Agostino
	Name:	Francisco D'Agostino
	Title:	President and Director

Her Majesty the Queen in Right
of the Province of Alberta as
represented by Alberta
Investment Management
Corporation

	By:	/s/ Brian Gibson
	Name:	Brian Gibson
	Title:	Senior Vice President, Public Equities

Schedule 1

Information with respect to the directors and executive officers

Casablanca Capital LLC

Name	Position	Address	Principal Occupation	Citizenship
Donald G. Drapkin	Member of Management Committee and Chairman	450 Park Avenue, Suite 1403, New York, NY 10022	Member of the Management Committee and Chairman of Casablanca Capital	United States
Douglas Taylor	Member of Management Committee and Chief Executive Officer	450 Park Avenue, Suite 1403, New York, NY 10022	Member of the Management Committee and Chief Executive Officer of Casablanca Capital	United States
Francisco D'Agostino	Member of Management Committee and President	450 Park Avenue, Suite 1403, New York, NY 10022	Member of the Management Committee and President of Casablanca Capital, President and Managing Director of Element Advisor and Director of Element Fund	Spain

Element Fund and Element Advisor

Name	Position	Address	Principal Occupation	Citizenship
Francisco D’Agostino	President and Managing Director of Element Advisor and Director of Element Fund	Avenida Federico Boyd con Calle 49, Edificio Alfaro Piso 4 Oficina 4-A, Apartado 0832-00998, Panama Panama	Member of the Management Committee and President of Casablanca Capital, President and Managing Director of Element Advisor and Director of Element Fund	Spain
Daniel Diquez	Vice President and Director of Element Advisor and Director of Element Fund	Same as above	Vice President and Director of Element Advisor and Director of Element Fund	Venezuela
Jose Luis Feaugas	Director of Element Advisor and Element Fund	Same as above	Director of Element Advisor and Element Fund	Venezuela
Ronald Tagliaferro	Director of Element Advisor and Element Fund	Same as above	Director of Element Advisor and Element Fund	Venezuela
Alfredo Ignacio Vargas	Director of Element Advisor and Element Fund	Same as above	Director of Element Advisor and Element Fund	Venezuela

AIMCo

Name	Position	Address	Principal Occupation	Citizenship
A. Charles Baillie	Chairman of the Board of Directors	1100 – 10830 Jasper Avenue, Edmonton, Alberta, Canada, T5J 2B3	Businessman	Canada
George F. J. Gosbee	Vice Chair of Board of Directors	Same as above	President and Chief Executive Officer of AltaCorp Capital Inc.	Canada
Clive J. Beddoe	Director	Same as above	Chairman of WestJet Airlines	Canada
Ross A. Grieve	Director	Same as above	Executive Chairman of PCL Constructors Inc.	Canada
Virginia Holmes	Director	Same as above	Businesswoman	United Kingdom
Daryl A. Katz	Director	Same as above	Chairman and Chief Executive Officer of The Katz Group	Canada
Andrea S. Rosen	Director	Same as above	Businesswoman	Canada United States
Mac H. Van Wielingen	Director	Same as above	Founder and Co-Chair of ARC Financial Corp.	Canada
Cathy Williams	Director	Same as above	Businesswoman	Canada
Leo De Bever	Chief Executive Officer and Chief Investment Officer	Same as above	Chief Executive Officer and Chief Investment Officer of AIMCo	Canada
Jadgdeep Bachher	Chief Operating Officer	Same as above	Chief Operating Officer of AIMCo	Canada
Dale MacMaster	Senior Vice President, Fixed Income Investments	Same as above	Senior Vice President, Fixed Income Investments of AIMCo	Canada
Brian Gibson	Senior Vice President, Public Equities	Same as above	Senior Vice President, Public Equities of AIMCo	Canada
Andrew Huntley	Vice President, Mortgages	Same as above	Vice President, Mortgages of AIMCo	Canada
George Engman	Senior Vice President, Private Equity	Same as above	Senior Vice President, Private Equity of AIMCo	Canada and Britain
Micheal Dal Bello	Senior Vice President, Real Estate	Same as above	Senior Vice President, Real Estate of AIMCo	Canada
Robert Mah	Senior Vice President, Infrastructure and Timber Investments	Same as above	Senior Vice President, Infrastructure and Timber Investments of AIMCo	Canada
Steve Stewart	Vice President, Private Debt	Same as above	Vice President, Private Debt of AIMCo	Canada

Schedule 2

Transactions In The Shares By The

Reporting Persons In The Past Sixty (60) Days

The following tables set forth all transactions in the Shares effected in the past sixty (60) days by any of the Reporting Persons, as applicable. All such transactions were effected in the open market through brokers and the price per share is net of commissions.

Casablanca Special Opportunities Fund I, LLC

Trade Date	Amount Purchased (Sold)	Price per Share ($)

12/6/2010	9,310	$11.67
12/7/2010	10,302	$11.99
12/8/2010	13,887	$11.96
12/9/2010	11,122	$11.97
12/10/2010	8,475	$11.98
12/13/2010	19,524	$12.00
12/14/2010	16,257	$11.98
12/15/2010	5,460	$11.98
12/16/2010	16,246	$11.96
12/17/2010	10,680	$11.96
12/31/2010	210	$11.99
1/4/2011	24,297	$12.00
1/5/2011	17,356	$11.97
1/6/2011	39,598	$11.96
1/7/2011	29,674	$11.99
1/10/2011	1,043	$11.98
1/19/2011	17,144	$11.95
1/20/2011	4,659	$12.41
1/24/2011	15,586	$12.41
1/25/2011	19,819	$12.26

1/26/2011	1,871	$12.22
1/31/2011	8,162	$12.49
2/2/2011	5,710	$12.72

Casablanca Managed Accounts

Trade Date	Amount Purchased (Sold)	Price per Share ($)

12/6/2010	3,103	$11.67
12/7/2010	3,160	$11.99
12/7/2010	1,896	$11.99
12/8/2010	4,260	$11.96
12/8/2010	2,556	$11.96
12/9/2010	3,412	$11.97
12/9/2010	2,047	$11.97
12/10/2010	2,600	$11.98
12/10/2010	1,560	$11.98
12/13/2010	5,989	$12.00
12/13/2010	3,593	$12.00
12/14/2010	4,987	$11.98
12/14/2010	2,992	$11.98
12/15/2010	1,675	$11.98
12/15/2010	1,005	$11.98
12/16/2010	4,983	$11.96
12/16/2010	2,990	$11.96
12/17/2010	3,276	$11.96
12/17/2010	1,966	$11.96
12/31/2010	64	$11.99
12/31/2010	39	$11.99
1/4/2011	7,453	$12.00
1/4/2011	4,472	$12.00
1/4/2011	373	$12.00
1/4/2011	373	$12.00
1/5/2011	5,324	$11.97
1/5/2011	3,194	$11.97
1/5/2011	266	$11.97
1/5/2011	266	$11.97
1/6/2011	12,147	$11.96
1/6/2011	7,288	$11.96
1/6/2011	607	$11.96
1/6/2011	607	$11.96
1/7/2011	9,103	$11.99
1/7/2011	5,462	$11.99
1/7/2011	455	$11.99
1/7/2011	455	$11.99

1/10/2011		320	$11.98
1/10/2011		192	$11.98
1/10/2011		16	$11.98
1/10/2011		16	$11.98
1/19/2011		5,259	$11.95
1/19/2011		3,155	$11.95
1/19/2011		263	$11.95
1/19/2011		263	$11.95
1/20/2011		1,430	$12.41
1/20/2011		857	$12.41
1/20/2011		71	$12.41
1/20/2011		71	$12.41
1/24/2011		4,781	$12.41
1/24/2011		2,868	$12.41
1/24/2011		239	$12.41
1/24/2011		239	$12.41
1/25/2011		6,079	$12.26
1/25/2011		3,648	$12.26
1/25/2011		304	$12.26
1/25/2011		304	$12.26
1/26/2011		574	$12.22
1/26/2011		345	$12.22
1/26/2011		29	$12.22
1/26/2011		29	$12.22
1/31/2011		2,503	$12.49
1/31/2011		1,502	$12.49
1/31/2011		125	$12.49
1/31/2011		125	$12.49
2/2/2011		1,752	$12.72
2/2/2011		1,051	$12.72
2/2/2011		88	$12.72
2/2/2011		88	$12.72

Donald Drapkin

Trade Date	Amount Purchased (Sold)		Price per Share ($)

12/7/2010	1,074		$11.99
12/8/2010	1,447		$11.96
12/9/2010	1,160		$11.97
12/10/2010	884		$11.98
12/13/2010	2,036		$12.00
12/14/2010	1,696		$11.98
12/15/2010	569		$11.98
12/16/2010	1,694		$11.96
12/17/2010	1,114		$11.96
12/31/2010	22		$11.99
1/4/2011	1,788		$12.00
1/5/2011	1,278		$11.97
1/6/2011	2,916		$11.96
1/7/2011	2,185		$11.99
1/10/2011	77		$11.98
1/19/2011	1,262		$11.95
1/20/2011	343		$12.41
1/24/2011	1,147		$12.41
1/25/2011	1,459		$12.26
1/26/2011	138		$12.22
1/31/2011	601		$12.49
2/2/2011	420		$12.72

AIMCo

Trade Date	Amount Purchased (Sold)	Price per Share ($)

12/6/2010	93,098	$11.99
12/7/2010	94,972	$11.96
12/8/2010	128,022	$11.97
12/9/2010	102,535	$11.98
12/10/2010	78,137	$12.00
12/13/2010	179,274	$11.98
12/14/2010	149,876	$11.98
12/15/2010	50,134	$11.96
12/16/2010	149,173	$11.96
12/17/2010	98,069	$11.99
12/31/2010	1,930	$12.00
1/4/2011	223,110	$11.97
1/5/2011	158,784	$11.96
1/6/2011	301,287	$11.99
1/7/2011	225,783	$11.98
1/10/2011	7,936	$11.95
1/19/2011	157,424	$12.41
1/20/2011	42,870	$12.41
1/24/2011	143,421	$12.26
1/25/2011	181,992	$12.22
1/26/2011	17,191	$12.49
1/31/2011	74,945	$12.72
2/2/2011	52,433	$12.86

EX-99.1 2 p11-0220exhibit1.htm EXHIBIT 1 - JOINT FILING AGREEMENT p11-0220exhibit1.htm

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to securities of Mentor Graphics Corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 3, 2011.

			Casablanca Special Opportunities Fund I, LLC

	By:		Casablanca Capital LLC, its Investment Manager


	By:		/s/ Douglas Taylor
	Name:		Douglas Taylor
	Title:		Chief Executive Officer

			Casablanca Capital I LLC


	By:		/s/ Douglas Taylor
	Name:		Douglas Taylor
	Title:		Chief Executive Officer

			Casablanca Capital LLC


	By:		/s/ Douglas Taylor
	Name:		Douglas Taylor
	Title:		Chief Executive Officer

	/s/ Donald G. Drapkin
	Donald G. Drapkin

	/s/ Douglas Taylor
	Douglas Taylor

	/s/ Francisco D'Agostino
	Francisco D'Agostino

			Element Multi Strategy Fund Ltd.


	By:		/s/ Francisco D'Agostino
	Name:		Francisco D'Agostino
	Title:		Director

			Element Capital Advisors Ltd.


	By:		/s/ Francisco D'Agostino
	Name:		Francisco D'Agostino
	Title:		President and Director

			Her Majesty the Queen in Right of the Province of Alberta as represented by Alberta Investment Management Corporation


	By:		/s/ Brian Gibson
	Name:		Brian Gibson
	Title:		Senior Vice President Public Equities

EX-99.2 3 p11-0220exhibit2.htm EXHIBIT 2 - FORM OF CASABLANCA INVESTMENT ADVISORY AGREEMENTS WITH CLIENTS WITH RESPECT TO THE SECURITIES OF THE ISSUER p11-0220exhibit2.htm

EXHIBIT 2

Form of Casablanca Investment Advisory Agreements with clients

with respect to the securities of the Issuer

This INVESTMENT MANAGEMENT AGREEMENT, dated November [ ], 2010, as amended or otherwise modified from time to time (this "Agreement"), is entered into by and between [Client Name], a [insert form of entity and state/country of organization] (the "Client") and Casablanca Capital LLC, a Delaware limited liability company (the "Advisor"), with respect to the assets held by the Client in custody account number [ ] (the "Account") maintained on behalf of the Client by [ ] (the "Custodian").

WHEREAS the Client desires to avail itself of the experience, advice and assistance of the Advisor and to appoint and retain the Advisor as the investment advisor to the Client with respect to the Account; and

WHEREAS the Advisor wishes to accept such appointment subject to the terms and conditions contained herein;

NOW THEREFORE in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby covenant and agree as follows:

Appointment of the Advisor; Acceptance of Appointment. The Client hereby appoints the Advisor as investment advisor to the Client with respect to the Account (a) for the purpose of co-investing, in the Client's name and on its behalf, with Casablanca Special Opportunities Fund I, LLC, and its related entities (the "Fund") in equity and equity related investments in a particular issuer (the "Portfolio Company," and such investments, the "Investments"), as disclosed on Annex A, in accordance with the investment guidelines set forth on Annex A (the "Guidelines") and (b) for providing investment management and advisory services for the Client relating to the Investments, including, but not limited to, the purchase and sale of the Investments and the supervision, review, recommendation and analysis of Investments held in the Account. The Advisor hereby accepts such appointment. Annex A also sets forth the terms and conditions that shall apply to the Client's initial capital contribution and any additional capital contributions to and withdrawals from the Account.

2.	Authority of the Advisor.

(a)

The Advisor shall have full power to supervise and direct the investment and reinvestment of cash, securities and other property held in the Account and to engage in such transactions on the Client's behalf as the Advisor may deem appropriate, in the Advisor's absolute discretion and without prior consultation

with the Client, subject only to the Guidelines and the terms of this Agreement. Subject to the foregoing, the authority hereby granted to the Advisor includes, but is not limited to, the power to:

(i)

(A) continuously supervise the composition of the Account including, without limitation, determining from time to time what Investments will be purchased, retained or sold, what contracts will be entered into by the Client and what portion of assets in the Account will be invested in short-term investments or retained as cash; (B) cause the Client to purchase or sell any asset, enter into any other investment-related transaction, including selecting brokers and dealers for execution of transactions in connection with the Investments; and (C) undertake to do anything incidental to the foregoing to facilitate the performance of its obligations hereunder;

(ii)	engage in any lawful transactions in the Investments, as determined by the Advisor from time to time in its sole discretion;

(iii)

open, maintain and close accounts with brokers, which power shall include the authority to issue all instructions and authorizations to brokers regarding securities and money therein and to cause the Client to pay, or authorize the payment and reimbursement of, brokerage commissions;

(iv)

(A) negotiate on behalf of the Client the contractual terms of the Investments to be made by the Account, and as applicable, complete and execute, or instruct the Custodian to complete and execute, the necessary subscription documents on behalf of the Client, and (B) in the case of redemption, complete and execute, or instruct the Custodian to complete and execute, the applicable redemption documents on behalf of the Client; and

(v)	issue, accept, endorse and execute promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness in accordance with the Client's objectives for the Account.

(b)	The Client agrees to inform the Advisor in writing, as soon as practicable, of any material change in the Client's circumstances that might affect the manner in which the Client's assets should be invested.

Custody. The Investments and cash related to the Account shall be held by the Custodian in the Client's name. Details of the Account, including certain terms and conditions of the Account and the amount of the initial capital contribution, are set forth on Annex B hereto. The Advisor shall not at any time have physical possession of the Investments and cash of the Account. The Advisor will not be liable for any act or omission of the Custodian with respect to the Account. Any compensation to the Custodian for its services with respect to the Account will be the obligation of the Client and not the Advisor.

4.	Reports. At the end of each calendar quarter, the Advisor will provide the Client with a report that will include the net asset value of the Account and the aggregate performance data of the Account.

5.	Brokerage Transactions.

(a)

In providing services hereunder, the Advisor may employ third parties, including its affiliates, to render investment advice and provide other services, including, without limitation, to provide legal, tax, financial, administrative or other advice or services. The Client shall be responsible for any fees or other costs related to the retention of any such third parties.

(b)

Unless otherwise instructed by the Client, the Advisor, in its sole discretion, may effect transactions through or with affiliated brokers or dealers. In choosing a broker or dealer to execute a transaction, the Advisor will seek to obtain the best prices and execution considering all circumstances, it being understood that the Advisor will consider the full range and quality of a broker's or dealer's services including, among other things, the value of research provided, execution capability, commission rate, financial responsibility, experience, responsiveness, reputation and access to the markets for securities being traded for the Account. If the Advisor determines in good faith that the transaction costs charged by a broker-dealer are reasonable in relation to the value of brokerage and research services provided by such bro ker-dealer, the Advisor may select broker-dealers that provide research or other transaction-related services and may cause the Client to pay such broker-dealers commissions for effecting transactions in excess of commissions other broker-dealers may have charged. Such research and other services may be used for the Advisor's own account or for other of its clients' accounts to the extent permitted by law.

(c)

To the extent permitted by law, the Advisor may, but is not required to, aggregate sales and purchase orders placed with respect to the Account with similar orders for brokerage transactions being made simultaneously for other accounts managed by the Advisor or its affiliates. When aggregate sales purchase orders occur, the objective of the Advisor (and any of its affiliates involved in such transactions) will be to allocate the executions among the accounts managed by the Advisor or its affiliates in a manner believed by the Advisor or its affiliates to be fair and equitable for all accounts involved.

(d)

The Advisor may, on behalf of the Client and in accordance with applicable law, effect principal transactions in which it purchases investments from, or sells investments to, itself or any of its affiliates. Except to the extent required by applicable law, the Advisor or any affiliate of the Advisor with whom such transactions are placed shall not have any obligation to account to the Client for brokerage fees or profits arising from such transactions.

Services Provided to Other Clients. It is understood that the Advisor and its affiliates perform investment advisory services for persons other than the Client. The Client recognizes that the Advisor or its affiliates may provide investment advisory services to other clients, regardless of whether the investment policies of such clients are similar to, or differ from, those that the Advisor hereby undertakes to perform on behalf of the Client. In addition, the Advisor or its affiliates may give advice and take action in the performance of their duties to clients that may differ from advice given, or the timing and nature of action taken, with respect to the Account. Nothing in this Agreement shall be deemed to impose upon the Advisor any obliga tion to purchase or sell or recommend for purchase or sale for the Account any security or other property that the Advisor or its affiliates may purchase or sell, or recommend for purchase or sale, for its own account or the account of any other client.

7.	Client Representations and Warranties. The Client makes the representations and warranties set forth on Annex C hereto.

8.	Compensation and Expenses.

(a)

In consideration of the services performed by the Advisor under this Agreement, the Client will pay to the Advisor the fees and expenses set forth on Annex D hereto. In addition, to the extent that any extraordinary legal or other expenses are incurred in connection with the Account or the Investments or cash held in the Account, the Client will be directly responsible for such extraordinary expenses, including without limitation, fees and expenses of the type referred to in Section 14 hereof. Notwithstanding any termination of this Agreement pursuant to Section 12, the Advisor shall be entitled to receive the fees and entitled to reimbursement of expenses as provided herein so long as any amounts remain in the Account.

(b)

In computing the fair market value of any investment in the Account for the purpose of this Agreement, such property shall be valued at (i) the market price as of the close of business on the date of valuation and (ii) in situations in which such values are not applicable or are unavailable, the Advisor may value such property in a manner determined in good faith to reflect such property's fair market value.

(c)	The Client authorizes the deduction of fees and expenses owing to the Advisor from the Account upon termination of this Agreement as set forth herein and in other relevant account documentation.

9.	Confidentiality.

(a)

The Advisor shall keep confidential the identity of the Client and shall not disclose such identity to non-affiliated third parties except (i) with the prior written consent of the Client, (ii) as required by law, regulation, court order or the rules or regulation of any self-regulating organization, body or official having jurisdiction over the Advisor or its affiliates or (iii) to the Advisor's professional advisors.

(b)

Consistent with the foregoing, the Client shall treat as confidential (i) all information relating to the Account, the Investments and any investments or reinvestments thereof or any proposed investment or reinvestment thereof (including without limitation, all analyses, studies or other documents or records in respect thereof, whether prepared by the Advisor or any other person), (ii) all recommendations and advice furnished to the Client by the Advisor and (iii) the terms of the Agreement (including, without limitation, the fees and expenses payable hereunder). Except as required by law, the Client shall not disclose any such information to any third party without the prior written approval of the Advisor. The Client shall in no event distribute or circulate any sales, promotional or other material or make any public communicat ions or press releases that contain any reference to the Advisor or the Account (or the Investments within the Account) without the prior written approval of the Advisor.

(c)

Notwithstanding anything in this Agreement to the contrary, to comply with Treasury Regulations Section 1.6011-4(b)(3)(i), the Advisor and the Client (and any employee, representative or other agent of the Advisor or the Client) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of the transactions contemplated hereby.

10.

Power of Attorney. For so long as this Agreement is in effect, the Client constitutes and appoints the Advisor, with full power of substitution, its true and lawful attorney-in-fact and in its name, place and stead to carry out the Advisor's obligations and responsibilities to the Client under this Agreement, solely with respect to the Account, including to (a) directly or indirectly, purchase interests in Investments and to execute all documents and agreements necessary or advisable in connection therewith and with the management of the Account, (b) to take any action or make any delivery, including the delivery of any notice or other communication, that may be taken by the Client with respect to the Investments and the Account, and (c) to receive any action or delivery, incl uding on the delivery of any notice or other communication, with respect to the Investments and the Account.

11.	Governing Law.

(a)	The Client agrees that this Agreement and all of the terms herein shall be governed and construed in accordance with the laws of the State of New York for contracts to be performed therein and without regard to the choice of law principles thereof.

(b)

The Advisor and the Client hereby agree that any judicial proceedings instituted in relation to any matter arising under this Agreement may be brought by any court having subject matter jurisdiction in the State of New York, irrevocably accept generally and unconditionally the jurisdiction of such courts, acknowledge their competence and irrevocably agree to be bound by any judgment rendered in such proceeding. To the extent permitted by law, the parties agree that the Advisor shall not be liable for punitive, indirect, special, incidental, exemplary or consequential damages in any such proceeding.

(c)	TO THE EXTENT PERMITTED BY LAW, THE ADVISOR AND THE CLIENT HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING, ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

12.	Term of Account; Termination of this Agreement.

(a)	This Agreement shall become effective as of the date hereof and, unless sooner terminated as provided herein, shall continue in effect for a period of one year.

(b)	This Agreement shall terminate on the date upon which all assets in the Account have been disposed of, reduced to cash, and distributed in accordance with Annex D.

(c)	Upon the termination of the Agreement, the Account will be dissolved and wound-up. A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Account.

(d)	This Agreement may be terminated by the Advisor at any time upon at least ninety (90) days' prior written notice to the Client.

13.

Voting and Other Actions. The Advisor shall have the responsibility and discretion to (a) vote, tender or convert any stock, securities or other property in the Account; (b) execute proxies, waivers or other consents with respect to such assets and in such connection, endorse securities in the Account; (c) take action with respect to any plan of reorganization or similar corporate transaction requiring shareholder votes; and (d) generally, to exercise the rights, powers and privileges with respect to the assets in the Account. Decisions on proxy voting will be made by the Advisor in accordance with its established policies, as modified from time to time. The Advisor may also render advice and take any action on behalf of the Client with respect to Investm ents that become the subject of any legal proceedings, including bankruptcies.

14.	Exculpation and Indemnification.

(a)

To the fullest extent permissible under all applicable laws, none of the Advisor, its respective members, partners, principals, managers, officers, directors, employees or agents, or any affiliate of the foregoing shall be liable to the Client for any loss or cost arising out of, or in connection with, any act or activity undertaken (or omitted to be undertaken) in fulfillment of any obligation or responsibility under or otherwise in connection with this Agreement or the assets or affairs of the Client, including any such loss sustained by reason of any investment, the sale or retention of any security or other asset of the Client or any action or omission of any broker or manager of any assets of the Client, except that any person exculpated from liability under this Section 14 (each, a "Covered Person ") shall not be exculpated from any liability arising from losses to the extent such losses are attributable to his, her or its gross negligence, willful misconduct, fraud or intentional or material breach of this Agreement.

(b)

The Client shall indemnify and hold each Covered Person harmless to the fullest extent legally permissible under all applicable laws, from and against any and all judgments, sums paid in settlement of claims, obligations, charges, actions (formal or informal), claims (including, without limitation, claims for personal injury under any theory or for real or personal property damage), liens, taxes, administrative proceedings, losses, damages (including, without limitation, punitive damages), penalties, fines, court costs, administrative service fees, costs or expenses (including, without limitation, reasonable attorneys' fees and related costs incurred by such Covered Person in connect ion with the defense of any action or threatened action based on any act or omission, which attorneys' fees may be paid as incurred), liability (including all such liabilities under federal and state securities laws) or damage incurred or suffered in connection with the performance by such Covered Persons of their responsibilities to, or otherwise in connection with this Agreement or the assets or affairs of, the Client; provided, however, that a Covered Person shall not be indemnified for losses to the extent such losses are attributable to his, her or its gross negligence, willful misconduct, fraud or intentional or material breach of this Agreement. The right of any Covered Person to the indemnification provided herein shall be cumulative of, and in addition to, any and all rights to which such Covered Person may otherwise be entitled by contract or as a matter of la w or equity and shall extend to his, her or its heirs, successors, assigns and legal representatives. Notwithstanding the foregoing, the Client shall have no obligation to indemnify any Covered Person for any liabilities relating to costs or expenses that are the responsibility of the Advisor pursuant to this Agreement.

(c)

The Client shall pay, to the full extent permitted by law, reasonable expenses (including legal fees) incurred by any Covered Person in preparing or defending any action, claim, suit, inquiry, proceeding, investigation or any appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or commission, whether pending or merely threatened, whether or not any Covered Person or may be a party thereto, including interest on any of the foregoing, in advance of such action, claim, suit, inquiry, proceeding, investigation or appeal; provided, however, that no Covered Person shall be advanced any such expenses unless, prior thereto, such Covered Person has agreed in writing to promptly reimburse the Client for such advances in the event it is later determined that such Covered Person was not entitled t o indemnification with respect to such action, claim, suit, inquiry, probing, investigation or appeal.

(d)	The termination of any proceeding by settlement shall not be deemed to create a presumption that the Covered Person involved in such settlement acted in a manner which constituted gross negligence or willful misconduct.

15.	Client Directions. The names of each individual who is authorized to give directions to the Advisor on the Client's behalf under this Agreement are set forth on Annex F. The Client agrees to inform the Advisor in writing of any change to such list.

16.

17.	Assignments and Succession. No assignment of this Agreement shall be made without the prior written consent of the other party. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto.

18.	Amendments and Waivers. This Agreement may be amended, and the observance of any provision hereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Client and the Advisor.

19.

Notices. Any notice under this Agreement shall be in writing and addressed and delivered or sent certified mail, postage prepaid, return receipt requested to the other party as such other party may designate for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Client for this purpose shall be:

[Client]

[Address]

Attention: [Name]

The Advisor's address for this purpose shall be:

Casablanca Capital LLC

450 Park Avenue, Suite 1403

New York, NY 10022

Attention: Manoj Parvataneni

20.	Acknowledgments and Consents. The Client hereby acknowledges and consents to the following:

(a)	The Advisor makes no representation as to the success of any investment strategy adopted or security acquired by it for the Account and investment results may vary substantially on a quarterly and annual basis. Poor investment performance shall not be deemed negligence.

(b)	The Client acknowledges that the Investments involve a high degree of financial risk. See the discussion of certain risks involved with the Investments in Section 21 and Annex F.

(c)

The Client understands that employees of the Advisor and its affiliates may purchase and sell securities for their own accounts and such transactions may differ from the advice given or the timing or nature of the action taken with respect to the Account and that the Advisor and certain of its affiliates may invest directly or indirectly in Investments in which the Account invests as well as in direct investments made or held by such Investments.

(d)	The Client understands that the Advisor, in the performance of its obligations and duties under this Agreement, is entitled to rely upon the accuracy of information furnished by the Client or on the Client's behalf, without further investigation.

(e)	The Client acknowledges that in connection with this Agreement it has not relied on any information, representations or warranties by the Advisor other than those set forth in this Agreement.

21.	Certain Risks.

(a)

There can be no assurance that investments made by the Advisor for the Account will be profitable, or that substantial losses, including complete loss, may not occur. The Client hereby further acknowledges that it is familiar with the risks associated with making the Investments and has read and understood such risks as described on Annex F hereto.

(b)	The Client acknowledges that the Investments are speculative investments and have substantial risks and that the Account represents only that portion of the Client's assets that it desires to expose to such risks.

22.	Miscellaneous.

(a)

This Agreement (including the exhibits hereto), together with any related documentation expressly referred to herein, represents the entire agreement between the parties with respect to the services described herein. Except as otherwise provided herein, this Agreement may not be modified or amended except by a writing signed by the parties hereto. This Agreement supersedes all previous agreements and understandings between the parties hereto with respect to the subject matter hereof.

(b)	The provisions of this Agreement shall be deemed to be severable. In addition, paragraph headings are for convenience of reference only and do not form a part of this Agreement.

(c)	This Agreement may be executed in any number of counterparts, all of which together shall constitute a single instrument.

(d)	The provisions of Sections 8, 9, 11, 12, 14, 17, 22 and Annex C shall survive termination of this Agreement.

(e)

The Client agrees to provide the Advisor with the appropriate properly executed and valid IRS form W-8 (and/or any successor or substitute form), to promptly provide any additional tax forms or documentation reasonably requested by the Advisor, and to supplement or update tax forms or documentation provided to the Advisor to the extent required under applicable law or necessitated by a change in the tax status of the Client.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, being duly authorized the parties hereto have caused the foregoing instrument to be executed on the day and the year first above written.

	[Client Name]

	By:
		Name
		Title

	Casablanca Capital LLC

	By:
		Name
		Title

EX-99.3 4 p11-0220exhibit3.htm EXHIBIT 3 - INVESTMENT ADVISORY AGREEMENT BETWEEN AIMCO AND CASABLANCA p11-0220exhibit3.htm

EXHIBIT 3

Investment Advisory Agreement between AIMCo and Casablanca

This INVESTMENT ADVISORY AGREEMENT, dated November 9, 2010, as amended or otherwise modified from time to time (this "Agreement"), is entered into by and between Alberta Investment Management Corporation, on behalf of certain of its clients, a body corporate established under the Alberta Investment Management Corporation Act (Alberta) (the "Client") and Casablanca Capital LLC, a Delaware limited liability company (the "Advisor").

WHEREAS the Client desires to receive investment recommendations from the Advisor regarding equity and equity-related investments in a particular issuer (the "Portfolio Company"), as disclosed in Annex A, in accordance with the investment guidelines set forth in Annex A, and wishes to appoint the Advisor as the sole advisor with regards to investments in the Portfolio Company by the Client;

WHEREAS the Advisor wishes to provide such investment recommendations regarding the Portfolio Company and accepts such appointment subject to the terms and conditions contained herein; and

WHEREAS the Advisor acts as investment manager to Casablanca Special Opportunities Fund I, LLC (the "Fund") and to certain other accounts, which also make investments in the Portfolio Company and follow the investment program as disclosed in Annex A (the "Investment Program"), and the Advisor and the Client desire to agree to certain fee and expense sharing arrangements regarding regulatory filings and certain other actions that may be taken on behalf of the Client in connection with the Investment Program.

NOW THEREFORE in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as follows:

Appointment of the Advisor; Acceptance of Appointment. The Client hereby appoints the Advisor as an investment advisor to the Client for the purpose of providing investment recommendations in equity and equity related investments in the Portfolio Company, as disclosed on Annex A, in accordance with the investment guidelines set forth in Annex A (the "Guidelines"). The Advisor hereby accepts such appointment. Except as expressly contemplated hereunder, the Advisor shall not delegate or subcontract any of its duties under this Agreement.

2.	Investment Program; Regulatory Filings; Expenses.

(a)

In the event that any transaction entered into pursuant to this Agreement gives rise to any requirement that a party hereto and/or any of its affiliates file any schedule

or report pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") (excluding filings on Form 13F), the Hart−Scott−Rodino Antitrust Improvements Act of 1976, as amended, or any other federal, state or regulatory requirement, the Advisor shall be responsible for the preparation of such filings and shall, subject to the provisions of this Section 2(a), coordinate with the parties to this Agreement such that the required filings are made within the time period required. If any such schedule or report may be filed jointly by the parties and/or their respective affiliates, the parties hereto shall by mutual agreement determine whether to file jointly or individually. The Client s hall have the right to review and comment upon all such filings prior to the filing thereof, and the Advisor shall make the form and contents thereof, as well as the timing of such filings, reasonably satisfactory to the Client.

(b)

The Client agrees to cooperate, including by providing any additional information or executing any certifications or other documentation necessary, in order to complete any regulatory, governmental, administrative or other filings, notifications or instruments (including, without limitation, any Schedule 13D filings to the Securities and Exchange Commission and pre-acquisition filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended) that may be required under applicable law for the Advisor to carry out the Investment Program.

(c)

The Advisor agrees to cooperate, including providing any additional information or executing any certifications or other documentation necessary, in order to complete any regulatory, governmental, administrative or other filings, notifications or instruments (including, without limitation, any Schedule 13D filings to the Securities and Exchange Commission and pre-acquisition filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ) that may be required under applicable law for the Advisor to carry out the Investment Program or result from or be required by the Client’s investments made pursuant to the Investment Program.

(d)

The Client agrees to pay in the proportion that the number of units of the Portfolio Company owned by the Client from time to time bears to the aggregate number of units of the Portfolio Company owned by the Client, the Fund, the Advisor and the other accounts managed by the Advisor at such time or times, the following expenses as determined in good faith by the Advisor:

(i)

Expenses related to preparing, executing and filing any regulatory, governmental, administrative or other filings, notifications or instruments (including, without limitation, any Schedule 13D filings to the Securities and Exchange Commission and pre-acquisition filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended) (such expenses, "Regulatory Expenses") that may be required under applicable law for the Advisor to carry

out the Investment Program.

(ii)

Expenses in addition to Regulatory Expenses that may be required for the Advisor to carry out the Investment Program, including, without limitation, preparing, administrating and implementing proxy fights and other strategies, shall be allocated by the Advisor in good faith among the Client, the Fund, the Advisor and the other accounts managed by the Advisor and shall require the prior written consent of the Client.

3.	Custody. The Advisor shall not at any time have physical possession of any investment in the Portfolio Company made by the Client (each, an "Investment"). The Advisor will not be liable for any act or omission of the custodian of the accounts holding the Investments.

4.	Reporting. The Client shall promptly provide the following information to the Advisor:

(a)	Any notice of opening of accounts used to purchase or sell securities in the Portfolio Company, within 5 days of the opening of such account.

(b)	For each sale and purchase of securities of the Portfolio Company during the term of the Agreement, duplicate copies of trade confirmations received for each sale or purchase transaction, within 3 days of receipt of the trade confirmation.

(c)	At the reasonable request of the Advisor, the Client shall provide or cause to be provided confirmation of all of the Client's completed sale and purchase transactions of securities of the Portfolio Company, during any period of time relevant to the Investment Program.

(d)

During any period of time relevant to the Investment Program, the Client shall provide to the Advisor a daily position report via electronic mail, in a format acceptable to both parties, which shall include all positions of the Portfolio Company held by the Client as of the end of each business day, and the purchase or sale transactions of the Portfolio Company completed by the Client during such business day.

(e)

During any period of time relevant to the Investment Program, the Client shall promptly notify the Advisor in writing upon the Client entering into an advisory agreement with, or receiving any services from, or agreeing to act in concert with any party that may deem the Advisor and the Client to be part of a "group", as defined under Section 13(d) of the Exchange Act, with such party for purposes of ownership of the securities of the Portfolio Company.

5.	Execution of Trades.

(a)	The Advisor and Client agree that all Investments made by the Client will be effected through the Client’s in-house trading desk.

(b)	The Advisor shall generally provide its investment recommendations by phone directly to the Client's trading desk, or in written format by electronic mail if considered appropriate by the Advisor.

(c)	The Client shall be responsible for all broker fees and other expenses arising from transactions.

(d)

The Advisor, the Advisor's broker dealers, and the Client's in-house trading desk shall communicate on a daily basis, and the Advisor and the Client shall cooperate and coordinate the purchase and sale of securities on a daily basis in order to establish a coordinated trading program, consistent with the Investment Program.

(e)	The Advisor shall provide the Client with notice as soon as practical to report any completed sale and purchase transactions in the securities of the Portfolio Company by the Advisor, the Fund or the other accounts managed by the Advisor.

Services Provided to Other Clients. It is understood that the Advisor and its affiliates perform investment advisory services for persons other than the Client, the Fund and other accounts following the Investment Program. The Client recognizes that the Advisor or its affiliates may provide investment advisory services to other clients other than the Fund, and other accounts following the Investment Program, regardless of whether the investment policies of such clients are similar to, or differ from, those that the Advisor hereby undertakes to perform on behalf of the Client. In addition, the Advisor or its affiliates may give advice and take action in the performance of their duties to clients other than the Fund and the other accounts following the Inve stment Program that may differ from advice given, or the timing and nature of action taken, with respect to the Client. Other than the Standard of Care, nothing in this Agreement shall be deemed to impose upon the Advisor any obligation to purchase or sell or recommend for purchase or sale for the Client any security or other property that the Advisor or its affiliates may purchase or sell, or recommend for purchase or sale, for its own account or the account of any other client. However, notwithstanding the above, the Advisor and

its affiliates may not perform advisory services for persons other than the Client, the Fund and the other accounts participating in the Investment Program, as contemplated by this Agreement, relating to investments in the Portfolio Company, including any services which might cause the Advisor or the Client to be deemed to be part of a "group", as defined under Section 13(d) of the Exchange Act, with such other persons for purposes of ownership of the securities of the Portfolio Company.

7.	Representations and Warranties. The Client makes the representations and warranties set forth on Annex B hereto. The Advisor makes the representations, warranties and covenants set forth on Annex C hereto.

8.	Compensation and Expenses.

(a)

In consideration of the services performed by the Advisor under this Agreement, the Client will pay to the Advisor the fees set forth on Annex D hereto. Notwithstanding any termination of this Agreement pursuant to Section 11, the Advisor shall be entitled to receive the fees and entitled to reimbursement of expenses as provided herein.

(b)

In computing the fair market value of any Investment for the purpose of this Agreement, the valuation used shall be (i) the market price as of the close of business on the dates of valuation and (ii) in situations in which such values are not applicable or are unavailable, the Client, in consultation with the Advisor, may value such property in a manner determined in good faith to reflect such property's fair market value.

9.	Confidentiality.

(a)

(b)

The Client shall treat as confidential all information relating to the Investments and any investments or reinvestments thereof or any proposed investment or reinvestment thereof (including without limitation, all analyses, studies or other documents or records in respect thereof, whether prepared by the Advisor or any other person), all recommendations and advice furnished to the Client by the Advisor and the terms of the Agreement (including, without limitation, the fees and expenses payable hereunder), and the sales and promotional material of the Advisor provided by the Advisor to the Client and will not make any public communications or press releases that contain any reference to the Advisor (or the Investments) except in each case (i) with the prior written consent of the Advisor, (ii) as required by law, regulation, court order or the rules or regulation of any self-regulating organization, body or official having jurisdiction over the Client or its affiliates, or (iii) to the Client’s professional advisors.

(c)

10.	Governing Law.

(a)	The Client agrees that this Agreement and all of the terms herein shall be governed and construed in accordance with the laws of the State of New York for contracts to be performed therein and without regard to the choice of law principles thereof.

(b)

The Advisor and the Client hereby agree that any judicial proceedings instituted in relation to any matter arising under this Agreement may be brought in any court having subject matter jurisdiction in the State of New York and irrevocably accept generally and unconditionally the jurisdiction of such courts.

(c)	TO THE EXTENT PERMITTED BY LAW, THE ADVISOR AND THE CLIENT HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING, ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

11.	Term; Termination of this Agreement.

(a)	This Agreement shall become effective on the date hereof, shall be for an initial term of one year and shall be automatically renewed for additional one-year terms as of each anniversary hereof, unless thirty (30) days’ prior written notice is given by the Client.

(b)	This Agreement shall terminate on the date upon which all Investments have been disposed of in accordance with Annex D.

(c)	Upon any non-renewal of the Agreement, the Investments shall be disposed of and distributed. A reasonable amount of time shall be allowed for the orderly liquidation of the Investments.

(d)	This Agreement may be terminated by the Advisor or the Client at any time upon at least ninety (90) days' prior written notice.

12.

Voting and Other Actions. The Client agrees to follow recommendations provided by the Advisor with regards to (a) voting, tendering or converting securities of the Portfolio Company held by the Client; (b) executing waivers or other consents with respect to such assets; (c) taking actions with respect to any plan of reorganization or similar corporate transaction requiring shareholder votes; and (d) generally, exercising all rights, powers and privileges with respect to the securities of the Portfolio Company held by the Client. The Advisor may also render advice with respect to Investments that become the subject of any legal proceedings, including bankruptcies. Notwithstanding the foregoing, the Client shall retain the right to make any decis ion or take any action with respect to the securities in the Portfolio Company where the Client, in its sole discretion, deems appropriate.

13.

Standard of Care. In exercising its powers and discharging all of its duties under this Agreement, the Advisor shall act honestly and in good faith in compliance with all applicable law and regulations and with a view to the best interests of the Client, and the Advisor shall exercise the care, diligence and skill that a reputable, experienced and competent professional investment advisor would exercise in the investment of third-party assets in comparable circumstances. In exercising its powers and discharging all of its duties hereunder, the Advisor shall use all relevant knowledge and skill that it possesses or by reason of its business ought to possess. For greater certainty, any exclusion or limitation of liability or protection from liability descri bed elsewhere in this Agreement shall not relieve the Advisor of its responsibility to adhere to the standards described in this Section 13 in exercising its powers and discharging duties hereunder. The standards described in this Section 13 are referred to in this Agreement as the "Standard of Care".

14.	Liability and Indemnity.

(a)

The Advisor shall be liable for, and will hold harmless and indemnify the Client, Her Majesty the Queen in right of Alberta (the "Province"), each direct and indirect holder of a beneficial interest in the Investments, and each of their respective affiliates and associates and their directors, officers, shareholders, employees and

agents (collectively, the "Indemnitees") from and against, any loss, liability, damage, cost, expense, charge, tax, fine, penalty or assessment including the costs and expenses of any action, suit, proceeding, demand, assessment, judgment, settlement or compromise and all interest, punitive damages, fines, penalties and all professional fees and disbursements on a 100 percent, complete, after-tax indemnity basis ("Loss"), incurred or suffered by any of the Indemnitees, whether or not arising out of any claim by or on behalf of any third party, as a result of a breach of the Standard of Care, negligence, willful default, misconduct, dishonesty, fraud or any other breach or failure by the Advisor to comply with the Guidelines, including, without limitation, any Loss sustained by reason of the acquisition of any investments in or relating to the Portfolio Company which cause any party to this Agreement to be deemed an “acquiring person” as such term is defined in the Stock Purchase Rights Plan adopted by the Portfolio Company on June 24, 2010 as it may be amended from time to time (the "Rights Plan"), or as a result of a breach or violation of any of the other terms of this Agreement or the failure of the Advisor to comply with applicable laws, regulations, rules or policies, including any Loss incurred in connection with any actions, proceedings, claims or regulatory investigations or hearings that may be brought against any Indemnitee relating to such events or conduct. Any obligation of the Advisor to indemnify the Indemnitees under this Section 14 does not limit the liability of the Advisor under this Agreement generally and does not limit any other rights or remedies tha t the Indemnitees may have under statute, at common law or in equity. The right of any Indemnitee to the indemnification provided herein shall be cumulative with, and in addition to, any and all rights to which such Indemnitee may otherwise be entitled by contract or as a matter of law or equity and shall extend to such Indemnitee’s successors, assigns, heirs and legal representatives. The Advisor acknowledges that Alberta Investment Management Corporation is acting as an agent of the Province for the purposes of this Agreement.

(c)

Notwithstanding Section 14(a) above, the Client understands and acknowledges that the Advisor shall rely on the truthfulness, accuracy, completeness and correctness of the information provided by the Client pursuant to Section 4(a) - (e) and Annex B (i) and shall rely on such information in complying with the terms of the Agreement, including complying with the Guidelines, and the Advisor shall not be liable for any Loss incurred or suffered by the Indemnitees arising out of the untruthfulness, inaccuracy, incompleteness or incorrectness of any information provided to the Advisor under Section 4(a) – (e) and Annex B (i).

15.	Advisor Notifications.

The Advisor shall promptly notify the Client in writing upon the occurrence of any of the following events:

(a)	Should the Advisor or any of its affiliates become subject, or a party, to any legal proceeding which relates to the Fund or the other accounts following the Investor Program or which may impact upon the ability of the Advisor to perform its responsibilities under this Agreement;

(b)	Should any Advisor or any of its affiliates be the subject of any cease and desist order, or the subject of any civil or criminal proceeding by any securities regulator having jurisdiction over the parties to this Agreement;

(c)	Should there be any change to the key personnel of the Advisor;

(d)	Should there be any material direct or indirect change in the ownership of the Advisor; or

(e)	Should the Advisor at any time believe that (i) the conditions and policies of the Investment Program or the Guidelines cannot be met, (ii) the Investment Program or the Guidelines are imprudent or impractical, or (iii) the Investment Program of the Guidelines have been or will be breached.

16.

No Partnership or Joint Venture. The Client and the Advisor are not partners or joint venturers with each other and nothing herein shall be construed to make them such partners or joint venturers or impose any liability as such on either of them. The Advisor's relation to Client shall be deemed to be that of an independent contractor. The Client and the Advisor also intend that neither this Agreement nor their relationship be treated as a partnership for U.S. federal income tax purposes and hereby agree to act in a manner fully consistent with that intent.

17.	Assignments and Succession. No assignment of this Agreement shall be made without the prior written consent of the other party. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto.

18.	Amendments and Waivers. This Agreement may be amended, and the observance of any provision hereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Client and the Advisor.

19.

Notices. Any notice under this Agreement shall be in writing and must be delivered by courier service, facsimile transmission (with electronic confirmation), or by electronic mail (to be followed by courier service or facsimile transmission with electronic confirmation promptly thereafter) to the address set forth below and will be effective upon actual receipt by the party to which such notice is directed, addressed as follows (or to such other address as the party entitled to notice hereafter designates in accordance with the terms hereof):

AIMCo

1100 10308 Jasper Avenue

Edmonton Alberta

T5J 2B3

Attention SVP, Public Equities

fax: 780 392 3897

E-mail: brian.gibson@aimco.alberta.ca

With a copy to

Carole.Hunt@aimco.alberta.ca

The Advisor's address for this purpose shall be:

Casablanca Capital LLC

450 Park Avenue, Suite 1403

New York, NY 10022

Attention: Manoj Parvataneni

Fax: 212-461-6120

Email: parvataneni@casablanca-capital.com

20.	Acknowledgments and Consents. The Client hereby acknowledges and consents to the following:

(a)	The Advisor makes no representation as to the success of any investment strategy adopted or Investment made, and investment results may vary substantially on a quarterly and annual basis. Poor investment performance shall not be deemed negligence.

(b)	The Client acknowledges that the Investments involve a high degree of financial risk. Certain risks involved with the Investments are described in Section 21 and in Annex E.

(c)

The Client understands that employees of the Advisor and its affiliates may purchase and sell securities, including in the Portfolio Company, for their own accounts and such transactions may differ from the advice given pursuant to this Agreement or the timing or nature of the action taken with respect to an Investment and that the Advisor and certain of its affiliates may invest directly or indirectly in Investments in which the Client invests.

(d)	The Client understands that the Advisor, in the performance of its obligations and duties under this Agreement, is entitled to rely upon the accuracy of information furnished by the Client or on the Client's behalf, without further investigation.

(e)	The Client acknowledges that in connection with this Agreement it has not relied on any information, representations or warranties by the Advisor other than those set forth in this Agreement.

21.	Certain Risks.

(a)	There can be no assurance that investment recommendations made by the Advisor will be profitable, or that substantial losses, including complete loss, may not occur. The Client hereby further acknowledges that it is familiar with the risks associated with making the Investments.

(b)	The Client acknowledges that the Investments are speculative investments and have substantial risks and that the Investments represent only that portion of the Client's assets that it desires to expose to such risks.

22.	Miscellaneous.

(a)

This Agreement (including the annexes hereto), together with any related documentation expressly referred to herein, represents the entire agreement between the parties with respect to the services described herein. Except as otherwise provided herein, this Agreement may not be modified or amended except by a writing signed by the parties hereto. This Agreement supersedes all previous agreements and understandings between the parties hereto with respect to the subject matter hereof.

(b)	The provisions of this Agreement shall be deemed to be severable. In addition, paragraph headings are for convenience of reference only and do not form a part of this Agreement.

(c)

Each party represents and warrants that neither it nor any of its affiliates are in possession of any material non−public information regarding the Portfolio Company, whether received from the Portfolio Company or any third party, and that in no event shall a party make available to the other party any such information that it may in the future obtain unless expressly authorized by such other party to do so.

(d)	This Agreement may be executed in any number of counterparts, all of which together shall constitute a single instrument.

(e)	The provisions of Sections 8, 9, 10, 11, 13, 14, 17, 22, Annex B and Annex C shall survive termination of this Agreement.

(f)

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, being duly authorized the parties hereto have caused the foregoing instrument to be executed on the day and the year first above written.

	Alberta Investment Management Corporation

	By:	/s/ Brian Gibson
		Name: Brian Gibson
		Title: Senior Vice President Public Equities

	Casablanca Capital LLC

	By:	/s/ Douglas Taylor
		Name: Douglas Taylor
		Title: Chief Executive Officer

Annex A

Investment Program; Guidelines

Investment Program

The Advisor shall provide investment recommendations regarding investments in equity securities in Mentor Graphics Corporation (the "Investment Program").

Guidelines

The Client agrees to commit up to US $150 million for investments in the Portfolio Company.

The Client and the Advisor agree that the aggregate investments in the Portfolio Company of the Client, the Advisor, the Fund and the other accounts managed by the Advisor, shall not exceed 9.9%, or result in beneficial ownership by any party to this Agreement in excess of such amount (as calculated, in each case, pursuant to Section 13(d) of the Exchange Act), of any class of outstanding securities of the Portfolio Company without prior notice to and written consent of the Client, and the aggregate investments in the Portfolio Company of the Client, the Advisor, the Fund and the other accounts managed by the Advisor shall in no event exceed 14.9%, or result in beneficial ownership by any party to this Agreement in excess of such amount (as calculated pursuant to, and in accordance with, in each case, any of the standards of "Benefic ial Owner", "Beneficially Own" and "Beneficial Ownership" as defined in the Rights Plan and "Own" and "Ownership" as defined in the Oregon Business Combination Act ), of any class of outstanding securities of the Portfolio Company.

A-1

Annex B

Representations and Warranties of Client

The Client hereby represents and warrants that:

(a) The Client has received, read carefully and understands this Agreement and has consulted the Client's own attorney, accountant and/or investment advisor with respect to this Agreement;

(b) The Client has full power and authority to execute, deliver and perform this Agreement and it obligations hereunder;

(c) This Agreement has been duly authorized, executed and delivered and constitutes a legal, valid and binding obligation of the Client, enforceable against it in accordance with its terms, except that enforceability thereof may be subject to bankruptcy, insolvency, reorganization or other similar laws relating to creditors' rights and general principles of equity;

(d) The execution and delivery of this Agreement by the Client and the performance of the Client's duties and obligations hereunder (i) do not and will not result in a breach of any of the terms, conditions or provisions of, or constitute a default under (A) any charter, by-laws, trust agreement, partnership agreement or other governing instrument applicable to the Client, (B) (1) any indenture, mortgage, deed of trust, credit agreement, note or other evidence of indebtedness, or any lease or other agreement or understanding, or (2) any license, permit, franchise or certificate, in either case to which the Client or any of the Client's affiliates is a party or by which the Client or any of its affiliates is bound or to which the Client or any of its affiliates' properties are subject; (ii) do not require any authorization or approval under or pursuant to any of the foregoing; and (iii) do not violate any statute, regulation, law, order, writ, injunction or decree to which the Client or any of its affiliates is subject;

(e) No consent, approval or authorization of, or filing, registration or qualification with, any court or governmental authority on the Client's part is required for the Client's execution and delivery of this Agreement or the performance of the Client of its obligations and duties hereunder;

(f) The Client has been duly formed and is validly existing under the laws of the Province of Alberta, and the Client has provided the Advisor with documentation verifying its identity, including its organizational documents, if applicable, and such documentation is true, complete and correct;

(g) The Client is not relying on the Advisor or any of its affiliates with respect to any legal or tax advice in connection with its decision to enter into this Agreement;

(h) The Client acknowledges that it has not received any disclosure regarding the potential tax consequences of acquiring Investments and represents and warrants to the Advisor that it has consulted with its own counsel regarding such potential tax consequences prior to entering into this Agreement; and

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(i) As of the close of business on November 9, 2010, the Client had no "beneficial ownership", as defined by Section 13(d) of the Exchange Act, of securities of or relating to the Portfolio Company.

B-2

Annex C

Representations, Warranties and Covenants of Advisor

The Advisor hereby represents, warrants and covenants that:

(j) The Advisor has received, read carefully and understands this Agreement and has consulted the Advisor's own attorney with respect to this Agreement;

(k) The Advisor has full power and authority to execute, deliver and perform this Agreement and it obligations hereunder;

(l) This Agreement has been duly authorized, executed and delivered and constitutes a legal, valid and binding obligation of the Advisor, enforceable against it in accordance with its terms, except that enforceability thereof may be subject to bankruptcy, insolvency, reorganization or other similar laws relating to creditors' rights and general principles of equity;

(m) The execution and delivery of this Agreement by the Advisor and the performance of the Advisor's duties and obligations hereunder (i) do not and will not result in a breach of any of the terms, conditions or provisions of, or constitute a default under (A) any charter, by-laws, trust agreement, partnership agreement or other governing instrument applicable to the Advisor, (B) (1) any indenture, mortgage, deed of trust, credit agreement, note or other evidence of indebtedness, or any lease or other agreement or understanding, or (2) any license, permit, franchise or certificate, in either case to which the Advisor or any of the Advisor's affiliat es is a party or by which the Advisor or any of its affiliates is bound or to which the Advisor or any of its affiliates' properties are subject; (ii) do not require any authorization or approval under or pursuant to any of the foregoing; and (iii) do not violate any statute, regulation, law, order, writ, injunction or decree to which the Advisor or any of its affiliates is subject;

(n) No consent, approval or authorization of, or filing, registration or qualification with, any court or governmental authority on the Advisor's part is required for the Advisor's execution and delivery of this Agreement or the performance of the Advisor of its obligations and duties hereunder;

(o) The Advisor is, and at all times under this Agreement will be, registered as an Investment Adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), unless exempt from registration under the Advisers Act;

(p) The Advisor has been duly formed and is validly existing under the laws of the State of Delaware, and the Advisor has provided the Client with documentation verifying its identity, including its organizational documents, if applicable, and such documentation is true, complete and correct; and

(q) As of the close of business on November 9, 2010, the Advisor’s "beneficial ownership", as defined by Section 13(d) of the Exchange Act, of securities of or relating to the Portfolio Company is 36,300.

C-1

Annex D

Incentive Fee

Distributions shall be made within 10 business days after any sale or disposition of the Client's Investments, in the following order of priority:

1. 100% to the Client until it has received an amount equal to its Capital Contribution (as defined below);

2. 100% to the Client until it has received a preferred return on amounts described in clause (1) above calculated at a rate of eight percent (8%) per annum cumulative return, compounded annually (the "Hurdle"); and

3. Once the Hurdle is met, (x) 85% to the Client and (y) 15% to the Advisor (such payment to the Advisor, the "Incentive Fee").

In the event that the Client receives securities in payment or exchange for, or due to the conversion of, the Investments, distributions shall be made within 10 business days of such payment, exchange or conversion based on the order of priority set forth above, and for purposes of determining the amount of the Incentive Fee, if any, the proceeds received by the Client and to be paid to the Advisor shall be calculated using the fair market value of such securities at the time of such payment, exchange or conversion, notwithstanding Section 8(b) hereof.

"Capital Contribution" shall mean the Client's capital contributions that are invested in the Investments.

D-1

Annex E

Risks

The Client should carefully consider, among other factors, the matters described below, each of which could have an adverse effect on the value of the Investments. As a result of these factors, as well as other risks inherent in any investment, there can be no assurance that the Advisor will meet the Investments' investment objectives or otherwise be able to successfully carry out its investment program. The Client's returns may be unpredictable and, accordingly, the Client's investment program is not suitable as the sole investment vehicle for the Client. The Client should only invest in the Investments as part of an overall investment strategy. Based on, among others, the factors described below, the possibility of partial or total loss of capital will exist and the Client should not subscribe unless it can readily bear the consequences of such loss.

Other Investment Activities of the Advisor. The Advisor may engage in a broad spectrum of activities, including direct investment activities and investment advisory activities, that are independent from, and may from time to time conflict with, the Client's investment activities. The Advisor may make direct investments as well as advise, sponsor or act as investment manager to managed accounts, investment funds, portfolio companies of investment funds and other persons or entities that may invest in securities of the Portfolio Company, similar industries as the Portfolio Company, or similar types of securities as the Portfolio Company, and therefore, the investment objectives may overlap significantly with the Client's investment strategies and objectives and t hat may, therefore, compete with the Client. The Advisor may in the future form additional affiliated investment funds or arrange other accounts that follow an investment program that is substantially similar to the Client (such as investing in the same types of industry or the same types of instruments), or that incorporates substantial portions of the investment program of the Client which may create additional conflicts of interest that may not be foreseeable.

The Advisor will, from time to time, be in the position of allocating (or recommending) a limited opportunity to purchase or sell securities of the Portfolio Company among the Fund, the Client and other accounts managed by the Advisor. The Advisor will generally allocate investment and disposition opportunities among its clients in a manner that is fair and equitable over time, taking into consideration a variety of factors, including but not limited to a client’s: (i) investment objectives, goals or strategies; (ii) risk parameters and risk tolerances (including its financial situation to the knowledge of the Advisor); (iii) investment or portfolio goals; (v) regulatory, legal and other similar considerations; (vi) size of available investment opportunity; (vii) available cash balances; (viii) desire for liquidity (near term and long term); (ix) minimum and maximum investment size; (x) relative size vis-à-vis other client accounts; and (xi) such other factors and considerations as may be relevant to a particular investment opportunity.

However, notwithstanding the above, the Advisor and its affiliates may not perform advisory services for persons other than the Client, the Fund and the managed accounts participating in the Investment Program, as contemplated by this Agreement, relating to investments in the Portfolio Company, including any services which might cause the Advisor or the Client to be deemed to be part of a "group", as defined under Section 13(d) of the Exchange Act, with such other persons for purposes of ownership of the securities of the Portfolio Company.

E-1

Investing Alongside Other Investment Vehicles of the Advisor. The Client may coinvest, or invest alongside, a particular security or other investment (including the Investments) at substantially the same time as other affiliates of the Advisor, including certain of the Advisor's managed accounts and other investment vehicles. There can be no assurance that the Advisor will recommend the Client to dispose of such an investment at substantially the same price or time as another affiliate of the Advisor due to many factors that may or may not be foreseeable at the time of investment, including availability of capital for follow-on investment and other needs, differing basis in the investment, time horizons applicable to different Advisor affiliates and their diffe ring investment objectives and investment programs. Moreover, where the Client has invested in tandem with another affiliate of the Advisor, such affiliates significant redemption or dissolution may have adverse consequences for the Client. For example, a substantial redemption by an affiliate, or investors of an affiliate, of the Advisor may effect the Client's ability to obtain a significant stake in the Investments in accordance with the Client's investment objective and investment program.

Reliance on Casablanca Professionals. The success of the Investments is substantially dependent on the investment professionals of the Advisor. Should one or more of those individuals become incapacitated or in some other way cease to perform duties for the Advisor on behalf of the Client, the Investments' performance could be materially adversely affected through a diminished capacity to obtain investment opportunities, to structure the Client's potential investments and to execute the Client's business plans. The Advisor does not currently intend to maintain key man life insurance with respect to any of such persons.

Legal Representation. Skadden, Arps, Slate, Meagher & Flom LLP and other counsel (each, "Counsel") represents the Advisor and its affiliates from time-to-time in a variety of matters, including with respect to the Advisor's role in relation to the Client. Counsel does not represent the Client in connection with the Investments. Furthermore, in the event a conflict of interest or dispute arises between the Advisor and the Client, it will be accepted that Counsel is counsel to the Advisor and not counsel to the Client.

E-2

Investment Considerations

Diversification. The Advisor plans to invest a substantial portion or all of the Client's capital in one issuer, as disclosed on Annex A. Since the Advisor has the ability to recommend concentrating the Client's investments by recommending investing its assets in a single issuer, sector, market, industry, strategy, country, or geographic region, the overall adverse impact on the investment and, correspondingly, on the Investments, of adverse movements in the value of the securities of a single issuer, sector, market, industry, strategy, country, or geographic region will be considerably greater than if the Advisor was not permitted to concentrate the Client's investments to such an extent. By conc entrating in a specific issuer, sector, market, industry, strategy, country, or geographic region, the Client will be subject to the risks of that issuer, sector, market, industry, strategy, country, or geographic region, such as rapid obsolescence of technology, sensitivity to regulatory changes, minimal barriers to entry, and sensitivity to overall market swings, and may be more susceptible to risks associated with a single economic, political, or regulatory circumstance or event than a more diverse portfolio might be.

General Economic and Capital Market Conditions. General economic and capital market conditions may affect the Investments. Interest rates, the price of securities and participation by other investors in the financial markets may also affect the value of the Investments. The issuer in which the Client may invest may face intense competition, changing business and economic conditions and other developments that may adversely affect its performance. Business risks may be more significant in issuers that are embarking on a build-up or operating a turnaround strategy. General fluctuations in the market prices of securities, including public securities market prices, may adversely affect the value of the Client's investments and/or th e ability of the Client to dispose of the Investments at attractive valuations. The Advisor may be unsuccessful in structuring the Client's investments to minimize any detrimental impact that a recession may have on its investments and as a result the Client may suffer significant losses.

Recent Developments in the Credit Markets. The recent crisis in the credit markets, resulting in contraction in the availability of credit accompanied by widespread insolvency, is unprecedented in recent times. Consequently, many of the risks that the Client will face operating in this environment are unusually difficult to predict. There is a risk that market conditions will not materially improve and, indeed, that they will deteriorate further, within the investment horizon of the Client, thereby potentially resulting in a significant loss of capital.

Risks Associated with the Advisor's Investment Strategies. The success of the Client's investment activities depends to a significant degree on the Advisor's ability to identify and exploit inefficiencies in the markets. Identification and exploitation of these opportunities involve uncertainty. No assurance can be given that the Advisor will be able to correctly exploit inefficiencies in the markets.

E-3

Depending upon the investment strategies employed and market conditions, the Client may be adversely affected by unforeseen events involving such matters as political crises, changes in currency exchange rates or interest rates, forced redemptions of securities or acquisition proposals, regulatory intervention or general market conditions creating illiquidity or pricing anomalies or value impairment. The Advisor believes that the Client's investment programs and risk management techniques moderate these risks. No guarantee or representation is made that the Client's investment programs will be successful.

Certain of the investment strategies employed by the Advisor are based on historical relationships between prices. There can be no assurance that such historical relationships will continue, and no representation is made by the Advisor as to what results the Client will or are likely to achieve based on such trends and relationships.

Projections. The Advisor may rely upon projections, forecasts or estimates developed by the Advisor and/or a portfolio company concerning the portfolio company's future performance and cash flow. Projections, forecasts and estimates are forward-looking statements and are based upon certain assumptions. Actual events are difficult to predict and beyond the Advisor's control. Actual events may differ from those assumed. Some important factors which could cause actual results to differ materially from those in any forward-looking statements include changes in interest rates; domestic and foreign business, market, financial or legal conditions; differences in the actual allocation of opportunities in the Client's investments among different as set categories from those assumed herein; the degree to which the Client's investments are hedged and the effectiveness of such hedges; and the terms of and borrowing agreements, among others. Accordingly, there can be no assurance that estimated returns or projections can be realized or that actual returns or results will not be materially lower than those estimated therein.

Projections are inherently subject to uncertainty and factors beyond the control of the Advisor. The inaccuracy of certain assumptions, the failure to satisfy certain financial requirements and the occurrence of other unforeseen events could impair the ability of the Client to realize projected values and cash flow.

Defenses Adopted by an Issuer. An issuer may adopt certain defensive mechanisms to deter the Advisor from carrying out its investment objective. For example, an issuer may adopt a shareholder rights plan, a classified board, or adopt changes to its bylaws to require significant advance notice of shareholder proposals. An issuer may already be actively preparing responses to deal with a activist investor by preparing its board, monitoring the trading of its securities, monitoring analyst reports and financial media, and periodically reviewing takeover defenses. The adoption of and preparation for any defensive mechanisms by an issuer, especially if an issuer is a small to medium-sized company, will significantly undermine the ability of the Advisor to implement the Client's investment strategy during the term of this Agreement. The Client may need to incur significant expenses to carry through its investment strategy, for example, it may need to incur expenses related to proxy fights or public relations campaigns.

E-4

Limitations Due to Regulatory Restrictions. The Client may seek to acquire a significant stake in certain securities. In the event such stake exceeds certain percentage or value limits, the Client may be required to file a notification with a governmental agency or comply with other regulatory requirements. Certain notice filings are subject to review that require a delay in the acquisition of the security. Compliance with such filings and other requirements may result in additional costs to the Client, and may delay the Client's ability to respond in a timely manner to changes in the markets with respect to such securities. Moreover, compliance with certain filings requires the Client to disclose certain information publicly that it may otherwise prefer to keep confident ial. For instance, such filings may require the Client to disclose, among other things, the scope of its position in an issuers and the nature of its securities holdings. Since such a filing would be public, third party investors and advisors investing in, or contemplating investing in, the underlying issuer or security may shape their investment strategy or investment objective based on the issuer's filing to the detriment of the Client.

Equity Securities. The Advisor plans to recommend investments in common stock of a public company. Equity securities generally involve a high degree of risk and will be subordinate to the debt securities and other indebtedness of the issuers of such equity securities. Prices of equity securities generally fluctuate more than prices of debt securities and are more likely to be affected by poor economic or market conditions. Issuers of such equity securities may be highly leveraged or subject to other risks such as limited product lines, markets or financial resources. In addition, some of these equity securities may be illiquid. Because of perceived or actual illiquidity or investor concerns regarding leveraged capitalization, th ese securities often trade at significant discounts to otherwise comparable investments or are not readily tradable. These securities generally do not produce current income and may also be speculative. The Client may experience a substantial or complete loss on individual equity securities.

Analytical Model Risks. The Advisor employs certain strategies which depend upon the reliability, accuracy and analysis of the Advisor's analytical models. To the extent such models (or the assumptions underlying them) do not prove to be correct, the Investments may not perform as anticipated, which could result in substantial losses. All models ultimately depend upon the judgment of the individuals and the assumptions embedded in the models. To the extent that with respect to any investment the judgment or assumptions are incorrect, the Client can suffer losses.

Investments in Undervalued Assets. One of the primary objectives of the Advisor is to recommend investments in undervalued assets. The identification of investment opportunities in undervalued assets is a difficult task, and there is no assurance that such opportunities have been or will be successfully recognized or acquired. While investments in undervalued assets offer the opportunity for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Returns generated from an undervalued asset may not adequately compensate the Client for the business and financial risks assumed.

E-5

The Client may incur substantial losses if it has purchased securities of an undervalued asset based on the belief that they were undervalued by their sellers, if they were not in fact undervalued at the time of purchase. In addition, the Client may be required to hold an undervalued asset for a substantial period of time before realizing their anticipated value. And, there is no assurance that the value of an undervalued asset would not decline during such time. The Client may finance such purchases with borrowed funds and thus will have to pay interest on such funds during such waiting period.

Certain Confidentiality Provisions. Subject to certain exceptions set forth in this Agreement, the Client will be required to keep information relating to the Investments confidential. The Advisor will have the right to keep confidential from the Client any information that the Advisor reasonably believes to be in the nature of trade secrets or other information the disclosure of which the Advisor in good faith believes is not in the best interest of the Client or could damage the Client or its investments or which the Client is required by law or by agreement with a third-party to keep confidential.

Termination of Managed Accounts. The Advisor or its affiliates may also provide investment management services to a number of other managed accounts that may co-invest with the Client. The managed accounts may be terminated by the investor, which may make it difficult for the Client and the Advisor to carry out its investment objective.

Third-Party Litigation. The Client's investment activities of exercising control or significant influence over a particular issuer's direction, including as a result of board participation subject it to risks of becoming involved in litigation by third parties. The expense of defending against claims made against the Client by third parties and paying any amounts pursuant to settlements or judgments would, to the extent that (i) the Client has not been able to protect itself through indemnification or other rights against a particular issuer or (ii) the Client is not entitled to such protections or (iii) a particular issuer is not solvent, be borne by the Client pursuant to indemnification obligations and reduce net assets.

Business and Regulatory Risks. Legal, tax and regulatory changes could occur during the term of the Agreement that may adversely affect the Client. The regulatory environment is evolving, and changes in the regulation of private investment funds and investment advisors may adversely affect the value of investments held by the Client. Market disruptions and the dramatic increase in the capital allocated to alternative investment strategies during recent years have led to increased governmental as well as self-regulatory scrutiny of the private investment fund industry in general. In particular, the governing bodies of non-U.S. jurisdictions are expected to adopt certain legislation imposing greater regulation of the private investment fund industry, such as the mandatory r egistration of private investment funds and investment advisors with government authorities. In addition, the securities markets are subject to comprehensive statutes, regulations and margin requirements. The SEC, other regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. The regulation of derivatives transactions and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial action. It is impossible to predict what, if any, changes in the regulations (and/or their enforcement) applicable to the Client and the Advisor, the markets in which they trade and invest or the counterparties with which they do business may be instituted in the future. Any such change could have a material adverse impact on the value of interests in the Client.

E-6

Potential Regulation and Enhanced Scrutiny of the Private Investment Fund Industry and Investment Advisors. On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"). The Dodd-Frank Act provides for a number of changes to the regulatory regime governing investment advisers and private investment funds, including the Advisor and the Client.

Among other effects, the Dodd-Frank Act will impose increased recordkeeping and reporting obligations on the Advisor with respect to the Client. The recordkeeping and reporting provisions of the Dodd-Frank Act will become effective 1 year after the passage of the Dodd-Frank Act. Upon effectiveness, records and reports relating to the Client that must be maintained by the Advisor and are subject to inspection by the SEC include (i) assets under management and use of leverage (including off-balance-sheet leverage), if any, (ii) counterparty credit risk exposure, (iii) trading and investment positions, (iv) valuation policies and practices of the Client, (v) type of assets held, (vi) side arrangements or side letters; (vii) trading practices; and (viii) such other information as the SEC, in consultation with the Financ ial Stability Oversight Council, determines is necessary and appropriate. While the Dodd-Frank Act subjects such records and reports to certain confidentiality provisions and provides an exemption from the Freedom of Information Act ("FOIA"), no assurance can be given that the mandated disclosure of records or reports to the SEC or other governmental entities will not have a significant negative impact on the Advisor or the Client.

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