EXHIBIT 10.1

  

   

    

  EXECUTION VERSION

    

  

  

  
    AGREEMENT

    This Agreement (this “Agreement”) is made and entered into as of June 7, 2020 by and among Commvault
      Systems, Inc. (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).

    RECITALS

    WHEREAS, the Company and Starboard have engaged in various discussions and communications concerning the
      Company’s business, financial performance and strategic plans;

    WHEREAS, as of the date hereof, Starboard has a beneficial ownership (as determined under Rule 13d-3 promulgated
      under the Securities Exchange Act of 1934, as amended, or the rules or regulations promulgated thereunder (the “Exchange Act”)) interest in the Common Stock, $0.01 par value per share, of the Company (the Common Stock”) totaling, in
      the aggregate, 4,316,000 shares, or approximately 9.3% of the Common Stock issued and outstanding on the date hereof;

    WHEREAS, Starboard submitted a letter to the Company on April 9, 2020 (the “Nomination Notice”) nominating
      a slate of director candidates to be elected to the Board of Directors of the Company (the “Board”) at the Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”); and

    WHEREAS, as of the date hereof, the Company and Starboard have determined to come to an agreement with respect to
      the composition of the Board and certain other matters, as provided in this Agreement.

    NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained
      herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows:

    
      
        	1.	
                Board Appointments and Related Agreements.

              


      

    

    (a)          Board Appointments

    (i)          The Company agrees
        that immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall take all necessary actions to (A) accept the resignations tendered by Alan G. Bunte, Frank J. Fanzilli, Jr. and Daniel Pulver as
        Class II directors of the Company, who the Company hereby represents have submitted, or shall no later than the date hereof submit, letters of resignation to the Board that will become effective immediately prior to the appointment of the Starboard
        Independent Appointees (as defined below) to the Board and (B) appoint R. Todd Bradley, Arlen Shenkman and Allison Pickens (each a “Starboard Independent Appointee” and collectively, the “Starboard Independent Appointees”) as Class II directors of the Company with terms expiring at the 2020 Annual Meeting. The Company agrees that it will nominate the Starboard Independent Appointees for
        election at the 2020 Annual Meeting as Class II directors with terms expiring at the Company’s 2023 Annual Meeting of

    
      
        


    

    Stockholders and will recommend, support and solicit proxies for the election of the Starboard Independent Appointees
        at the 2020 Annual Meeting in the same manner as it recommends, supports, and solicits proxies for the election of the Company’s other Class II director nominee.  The Company shall use its reasonable best efforts to hold the 2020 Annual Meeting no
        later than August 30, 2020.

    
      (ii)          If any Starboard Independent Appointee (or any Starboard Replacement
          Director (as defined below)) is unable or unwilling to serve as a director and ceases to be a director, resigns as a director, is removed as a director, or for any other reason fails to serve or is not serving as a director at any time prior to
          the expiration of the Standstill Period (as defined below), and at such time Starboard beneficially owns (as determined under Rule 13d-3 promulgated under the Exchange Act) in the aggregate at least the lesser of 3% of the Company’s
          then-outstanding Common Stock and 1,388,180 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments) (the “Minimum Ownership Threshold”), Starboard shall have the ability to
          recommend a person to be a Starboard Replacement Director in accordance with this Section 1(a)(ii) (any such replacement nominee, when appointed to the Board, shall be referred to as a “Starboard Replacement Director”). Any
          Starboard Replacement Director must (A) be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld), (B) qualify as “independent” pursuant to NASDAQ listing standards, (C) have the relevant financial and business
          experience to be a director of the Company, (D) satisfy the publicly disclosed guidelines and policies of the Company with respect to service on the Board and (E) be independent of Starboard (for the avoidance of doubt, the nomination by
          Starboard of such person to serve on the board of any other company shall not (in and of itself) cause such person to not be deemed independent of Starboard).  The Nominations and Governance Committee shall make its determination and
          recommendation regarding whether such Starboard Replacement Director nominee meets the foregoing criteria within five (5) business days after (1) such nominee has submitted to the Company the documentation required by Section 1(c)(iv) and
          (2) representatives of the Board have conducted customary interview(s) and background checks of such nominee, if such interviews or background checks are requested by the Board or the Nominations and Governance Committee. The Company shall use
          its reasonable best efforts to conduct any interview(s) and background checks contemplated by this Section 1(a)(ii) as promptly as practicable, but in any case, assuming reasonable availability of the nominee, within ten (10) business
          days after Starboard’s submission of such nominee. In the event the Nominations and Governance Committee does not accept a person recommended by Starboard as the Starboard Replacement Director, Starboard shall have the right to recommend
          additional substitute person(s) whose appointment shall be subject to the Nominations and Governance Committee recommending such person in accordance with the procedures described above. Upon the recommendation of a Starboard Replacement Director
          nominee by the Nominations and Governance Committee, the Board shall vote on the appointment of such Starboard Replacement Director to the Board no later than five (5) business days after the Nominations and Governance Committee’s recommendation
          of such Starboard Replacement Director; provided, however, that if the Board does not appoint such Starboard Replacement Director to the Board pursuant to this Section 1(a)(ii), the Parties shall continue to follow the
          procedures of this Section 1(a)(ii) until a Starboard Replacement Director is elected to the Board. Subject to NASDAQ rules and applicable law, upon a Starboard Replacement Director’s appointment to the Board, the Board and all applicable committees of the Board shall take all necessary actions to appoint such Starboard Replacement Director to any applicable committee of the Board of which the replaced director 

    

    
      
        


    

    was a member immediately prior to such director’s resignation or removal. Subject to NASDAQ rules and applicable law,
        until such time as any Starboard Replacement Director is appointed to any applicable committee of the Board, the other Starboard Independent Appointee will serve as an interim member of such applicable committee.  Any Starboard Replacement Director
        designated pursuant to this Section 1(a)(ii) replacing a Starboard Independent Appointee prior to the mailing of the Company’s definitive proxy statement for the 2020 Annual Meeting shall stand for election at the 2020 Annual Meeting together with
        the other director nominees.

    (iii)          During the period
        commencing with the date of this Agreement through the expiration of the Standstill Period, the Board and all applicable committees of the Board shall not (A) increase the size of the Board to more than eleven (11) directors or (B) seek to change
        the classes on which the Board members serve, in each case without the prior written consent of Starboard.

    (b)          Board Committees.

    (i)          Operating Committee.

    Immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall
      take all necessary actions to (A) form an Operating Committee of the Board (the “Operating Committee”) to oversee the Company’s budgeting processes and to work with management to establish margin targets and a balanced capital allocation
      policy for the Company, which targets and policy will be publicly announced no later than with the quarterly announcement for the quarter ended December 31, 2020 (provided, however, that if the Operating Committee determines that it
      would be in the Company’s best interests to make such announcement earlier than such time, then the deadline for making such announcement shall be such earlier time as shall be determined by the Operating Committee) and (B) appoint R. Todd Bradley,
      Arlen Shenkman and Charles Moran to the Operating Committee, and appoint Mr. Shenkman as its Chairperson.  Immediately upon the formation of the Operating Committee, the Company agrees that Starboard shall have the opportunity to meet or speak with
      the Operating Committee in order to discuss and share information with the Operating Committee relating to Starboard’s views on the establishment of the margin targets and to make recommendations to the Operating Committee regarding such margin
      targets.  The Company further agrees that, subject to entering into a customary, short-term non-disclosure agreement with the Company in a form to be agreed between the Parties, Starboard will be entitled to review and discuss the Operating
      Committee’s recommendations on the margin targets prior to such targets being approved by the Board and publicly announced.  During the Standstill Period, the Operating Committee shall be composed of three (3) directors, including Messrs. Bradley and
      Shenkman and Charles Moran, with Mr. Shenkman serving as its Chairperson.  The Operating Committee will be provided with the resources and authority necessary for the Operating Committee to discharge its purpose, including to hire and direct the work
      of any consultant and/or adviser to assist the Operating Committee if requested by the Operating Committee.

    (ii)          Audit Committee.

    Immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall
      take all necessary actions to appoint Arlen Shenkman to 

    
      
        


    

    the Audit Committee of the Board.  During the Standstill Period, unless otherwise agreed by the Audit Committee, the Audit Committee
      shall be composed of three (3) directors, consisting of Mr. Shenkman, Charles Moran and David Walker.

    (iii)          Compensation
          Committee.

    Immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall
      take all necessary actions to appoint R. Todd Bradley to the Compensation Committee of the Board.  During the Standstill Period, unless otherwise agreed by the Compensation Committee, the Compensation Committee shall be composed of three (3)
      directors, consisting of Mr. Bradley, Keith Geeslin and YY Lee.

    (iv)          Nominations and
          Governance Committee.

    Immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall
      take all necessary actions to appoint Allison Pickens to the Nominations and Governance Committee of the Board.  During the Standstill Period, unless otherwise agreed by the Nominations and Governance Committee, the Nominations and Governance
      Committee shall be composed of three (3) directors, consisting of Ms. Pickens, Gary Smith, and Martha Bejar.

    (v)          Executive
          Committee

    Immediately following the execution of this Agreement, the Board and all applicable committees of the Board shall
      take all necessary actions to cause the Executive Committee of the Board to be disbanded.

    (vi)          Director
          Committee Appointments.

    Subject to NASDAQ rules and applicable laws, the Board and all applicable committees of the Board shall take all
      actions necessary to ensure that during the Standstill Period, each committee and subcommittee of the Board, including any new committee(s) and subcommittee(s) that may be established, shall include at least one (1) Starboard Independent Appointee
      (or a Starboard Replacement Director).  Without limiting the foregoing, the Board shall give each of the Starboard Independent Appointees the same due consideration for membership to any committee of the Board as any other independent director.

    (c)          Additional Agreements.

    (i)          Starboard shall
        comply, and shall cause each of its controlled Affiliates and Associates to comply with the terms of this Agreement and shall be responsible for any breach of this Agreement by any such controlled Affiliate or Associate.  As used in this Agreement,
        the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission under the Exchange Act and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement. 

    
      
        


    

    (ii)          Starboard, on behalf
        of itself and its controlled Affiliates and Associates, hereby irrevocably withdraws its Nomination Notice and any related materials or notices submitted to the Company in connection therewith. During the Standstill Period, except as otherwise
        provided herein, Starboard shall not, and shall cause each of its controlled Affiliates and Associates not to, directly or indirectly, (A) nominate or recommend for nomination any person for election at any annual or special meeting of the
        Company’s stockholders, (B) submit any proposal for consideration at, or bring any other business before, any annual or special meeting of the Company’s stockholders, or (C) initiate, encourage or participate in any “vote no,” “withhold”
        or similar campaign with respect to any annual or special meeting of the Company’s stockholders. Starboard shall not publicly or privately encourage or support any other stockholder, person or entity to take any of the actions described in this Section






          1(c)(ii).

    (iii)          Starboard shall
        appear in person or by proxy at the 2020 Annual Meeting and vote all shares of Common Stock beneficially owned by Starboard at the 2020 Annual Meeting (A) in favor of all directors nominated by the Board for election, (B) in favor of the
        ratification of the appointment of Ernst & Young LLP as the Company’s registered public accounting firm for the fiscal year ended March 31, 2021, (C) in accordance with the Board’s recommendation with respect to the Company’s “say-on-pay”
        proposal and (D) in accordance with the Board’s recommendation with respect to any other Company proposal or stockholder proposal or nomination presented at the 2020 Annual Meeting; provided, however, that in the event Institutional
        Shareholder Services Inc. (“ISS”) or Glass Lewis & Co., LLC (“Glass Lewis”) recommends otherwise with respect to the Company’s “say-on-pay” proposal or any other Company proposal or stockholder proposal presented at the 2020
        Annual Meeting (other than proposals relating to the election of directors), Starboard shall be permitted to vote in accordance with the ISS or Glass Lewis recommendation.  Starboard further agrees that it will appear in person or by proxy at any
        special meeting of the Company’s stockholders held during the Standstill Period and, to the extent any such special meeting includes the appointment, election or removal of directors, vote all shares of Common Stock beneficially owned by Starboard
        at such special meeting in accordance with the Board’s recommendation on any proposal relating to the appointment, election or removal of directors.

    (iv)          Starboard
        acknowledges that, prior to the date of this Agreement, each Starboard Independent Appointee and prior to any appointment, each Starboard Replacement Director, is required to submit to the Company a fully completed copy of the Company’s standard
        director & officer questionnaire, all other documents required of nominees for director pursuant to the Company’s Amended and Restated Bylaws (the “Bylaws”) and other reasonable and customary
        director onboarding documentation applicable to directors of the Company.

    (v)          The Company agrees
        that the Board and all applicable committees of the Board shall take all necessary actions, effective no later than immediately following the execution of this Agreement, to determine, in connection with their initial appointment as a director and
        nomination by the Company at the 2020 Annual Meeting, that each of the Starboard Independent Appointees is deemed to be (A) a member of the “Incumbent Board” or “Continuing Director” (as such term may be defined in the definition of “Change in
        Control,” “Change of Control” (or any similar term) under the Company’s incentive plans, options plans, equity plans, deferred compensation plans, employment agreements, severance
        plans, retention plans, loan agreements, or indentures, including, without limitation, the Company’s Employment Agreements with its 

    
      
        


    

    executive officers, or any other related plans or agreements that refer to any such plan, policy or agreement’s
        definition of “Change in Control” or any similar term) and (B) a member of the Board as of the beginning of any applicable measurement period for the purposes of the definition of “Change in Control” or any similar term under the Company’s
        incentive plans, options plans, equity plans, deferred compensation plans, employment agreements, severance plans, retention plans, loan agreements, or indentures, including, without limitation, the Company’s Employment Agreements with its
        executive officers. 

    
      
        	2.	
                Standstill Provisions.

              


      

    

    (a)          Starboard agrees
        that, from the date of this Agreement until the earlier of (x) the date that is fifteen (15) business days prior to the deadline for the submission of stockholder nominations for the 2021 Annual Meeting pursuant to the Bylaws or (y) the date that
        is one hundred (100) days prior to the first anniversary of the 2020 Annual Meeting (the “Standstill Period”), Starboard shall not, and shall cause each of its controlled Affiliates and Associates not to, in each case directly or indirectly,
        in any manner:

    (i)          engage in any
        solicitation of proxies or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) of proxies (including, without limitation, any solicitation of consents that seeks to call a
        special meeting of stockholders), in each case, with respect to securities of the Company;

    (ii)          form, join, or in
        any way knowingly participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the shares of the Common Stock (other than a “group” that includes all or some of the persons or entities listed
        on the signature pages hereto (referred to herein as the members of Starboard), but does not include any other entities or persons that are not members of Starboard as of the date hereof); provided, however, that nothing herein
        shall limit the ability of an Affiliate of Starboard to join the “group” following the execution of this Agreement, so long as any such Affiliate agrees to be bound by the terms and conditions of this Agreement;

    (iii)          deposit any shares
        of Common Stock in any voting trust or subject any shares of Common Stock to any arrangement or agreement with respect to the voting of any shares of Common Stock, other than any such voting trust, arrangement or agreement solely among the members
        of Starboard and otherwise in accordance with this Agreement;

    (iv)          seek or submit, or
        knowingly encourage any person or entity to seek or submit, nomination(s) in furtherance of a “contested solicitation” for the appointment, election or removal of directors with respect to the Company or seek, or knowingly encourage or take
        any other action with respect to the appointment, election or removal of any directors, in each case in opposition to the recommendation of the Board; provided, however, that nothing in this Agreement shall prevent Starboard or its
        Affiliates or Associates from taking actions in furtherance of identifying director candidates in connection with the 2021 Annual Meeting so long as such actions do not create a public disclosure obligation for Starboard or the Company, are not
        publicly disclosed by Starboard or its representatives, Affiliates or Associates, and are undertaken on a basis reasonably designed to be confidential and in accordance in all
        material respects with Starboard’s normal practices in the circumstances; 

    
      
        


    

    (v)          (A) make any proposal
        for consideration by stockholders at any annual or special meeting of stockholders of the Company or through any referendum of stockholders, (B) make any offer or proposal (with or without conditions) with respect to any merger, tender (or
        exchange) offer, acquisition, recapitalization, restructuring, disposition or other business combination involving the Company or any of its subsidiaries, (C) affirmatively solicit a third party to make an offer or proposal (with or without
        conditions) with respect to any merger, tender (or exchange) offer, acquisition, recapitalization, restructuring, disposition or other business combination involving the Company or any of its subsidiaries, or publicly encourage, initiate or support
        any third party in making such an offer or proposal, (D) publicly comment on any third party proposal regarding any merger, tender (or exchange) offer, acquisition, recapitalization, restructuring, disposition, or other business combination with
        respect to the Company or any of its subsidiaries by such third party prior to such proposal becoming public or (E) call or seek to call a special meeting of stockholders;

    (vi)          seek, alone or in
        concert with others, representation on the Board, except as specifically permitted in Section 1;

    (vii)          advise, knowingly
        encourage, support or knowingly influence any person or entity with respect to the voting or disposition of any securities of the Company at any annual or special meeting of stockholders, except in accordance with Section 1; or

    (viii)          make any request
        or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company or the Board that would not be reasonably determined to trigger public disclosure obligations for any Party.

    (b)          Except as expressly
        provided in Section 1 or Section 2(a), Starboard shall be entitled to (i) vote any shares of Common Stock that it beneficially owns as Starboard determines in its sole discretion and (ii) disclose, publicly or otherwise, how it
        intends to vote or act with respect to any securities of the Company, any stockholder proposal or other matter to be voted on by the stockholders of the Company and the reasons therefor.

    (c)          Nothing in Section






          2(a) shall be deemed to limit the exercise in good faith by any Starboard Independent Appointee (or a Starboard Replacement Director) of such person’s fiduciary duties solely in such person’s capacity as a director of the Company and in a
        manner consistent with such person’s and Starboard’s obligations under this Agreement.

    
      
        	3.	
                Representations and Warranties of the Company.

              


      

    

    The Company represents and warrants to Starboard that (a) the Company has the corporate power and authority to
      execute this Agreement and to bind it thereto, (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, and assuming due execution by each counterparty hereto, constitutes a valid and binding obligation and
      agreement of the Company, and is enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws
      generally affecting the rights of creditors and subject to general equity principles, (c) immediately prior to entering into this Agreement, the Board was composed of eleven (11) directors and there are no vacancies on the Board and (d) the 

    
      
        


    

    execution, delivery and performance of this Agreement by the Company does not and will not (i) violate or conflict with any law,
      rule, regulation, order, judgment or decree applicable to the Company, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would constitute such a breach, violation or default)
      under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document or material agreement to which the Company is a party or by which it is
      bound. 

    
      
        	4.	
                Representations and Warranties of Starboard.

              


      

    

    Starboard represents and warrants to the Company that (a) the authorized signatory of Starboard set forth on the
      signature page hereto has the power and authority to execute this Agreement and any other documents or agreements to be entered into in connection with this Agreement and to bind Starboard thereto, (b) this Agreement has been duly authorized,
      executed and delivered by Starboard, and assuming due execution by each counterparty hereto, is a valid and binding obligation of Starboard, enforceable against Starboard in accordance with its terms except as enforcement thereof may be limited by
      applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) the execution of this Agreement, the consummation of any of
      the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of the organizational documents of Starboard as currently in
      effect, (d) the execution, delivery and performance of this Agreement by Starboard does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to Starboard, or (ii) result in any breach or
      violation of or constitute a default (or an event which with notice or lapse of time or both would constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of
      termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such member is a party or by which it is bound, (e) as of the date of this Agreement,
      Starboard is deemed to beneficially own 4,316,000 shares of Common Stock, (f) as of the date hereof, and except as set forth in clause (e) above, Starboard does not currently have, and does not currently have any right to acquire, any interest in any
      securities or assets of the Company or its Affiliates (or any rights, options or other securities convertible into or exercisable or exchangeable (whether or not convertible, exercisable or exchangeable immediately or only after the passage of time
      or the occurrence of a specified event) for such securities or assets or any obligations measured by the price or value of any securities of the Company or any of its controlled Affiliates, including any swaps or other derivative arrangements
      designed to produce economic benefits and risks that correspond to the ownership of shares of Common Stock or any other securities of the Company, whether or not any of the foregoing would give rise to beneficial ownership (as determined under Rule
      13d-3 promulgated under the Exchange Act), and whether or not to be settled by delivery of  shares of Common Stock or any other class or series of the Company’s stock, payment of cash or by other consideration, and without regard to any short
      position under any such contract or arrangement) and (g) Starboard has not (except as disclosed in the Nomination Letter), directly or indirectly, compensated or agreed to compensate, and will not, directly or indirectly, compensate or agree to
      compensate, any of the Starboard Independent Appointees (or any Starboard Replacement Director, if applicable) for serving as a nominee or director of the Company with any cash, securities (including any rights or options convertible into 

    
      
        


    

    or exercisable for or exchangeable into securities or any profit sharing agreement or arrangement), or other form of compensation
      related to the Company or its securities. For the avoidance of doubt, nothing herein shall prohibit Starboard for compensating or agreeing to compensate any person for his or her respective service as a nominee or director of any other company. 

    
      
        	5.	
                Press Release.

              


      

    

    Promptly following the execution of this Agreement, the Company and Starboard shall jointly issue a mutually
      agreeable press release (the “Press Release”) announcing certain terms of this Agreement in the form attached hereto as Exhibit A. Prior to the issuance of the Press Release and subject to the terms of this Agreement, neither
      the Company (including the Board and any committee thereof) nor Starboard shall issue any press release or make any public announcement regarding this Agreement or the matters contemplated hereby, except as required by law or the rules of any stock
      exchange, or with the prior written consent of the other Party. During the Standstill Period, neither the Company nor Starboard shall make any public announcement or statement that is inconsistent with or contrary to the terms of this Agreement,
      except as required by law or the rules of any stock exchange.

    
      
        	6.	
                Specific Performance.

              


      

    

    Each of Starboard, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable
      injury to the other Party hereto would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury would not be adequately compensable by the
      remedies available at law (including the payment of money damages). It is accordingly agreed that Starboard, on the one hand, and the Company, on the other hand (the “Moving Party”), shall each be entitled to specific enforcement of, and
      injunctive relief to prevent any violation of, the terms hereof, and each Party further agrees to waive any requirement for the security or posting of any bond in connection with such remedy and the other Party will not take action, directly or
      indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity. This Section 6 is not the exclusive remedy for any violation of this Agreement.

    
      
        	7.	
                Expenses.

              


      

    

    The Company shall reimburse Starboard for its reasonable, documented out-of-pocket fees and expenses (including
      legal expenses) incurred in connection with Starboard’s involvement at the Company through the date of this Agreement, including, but not limited to its Schedule 13D filings, its preparation and delivery of the Nomination Letter, and the negotiation
      and execution of this Agreement, provided that such reimbursement shall not exceed $350,000 in the aggregate.

    
      
        	8.	
                Severability.

              


      

    

    If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to
      be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and
      declared to be the intention of the Parties that the Parties would have executed the remaining terms, provisions, covenants and 

    
      
        


    

    restrictions without including any of such which may be hereafter declared invalid, void or unenforceable. In addition, the Parties
      agree to use their best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or enforceable by a court of competent jurisdiction. 

    
      
        	9.	
                Notices.

              


      

    

    Any notices, consents, determinations, waivers or other communications required or permitted to be given under
      the terms of this Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally; (b) upon confirmation of receipt, when sent by email (provided such confirmation is not automatically
      generated); or (c) two (2) business days after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the Party to receive the same. The addresses and facsimile numbers (as applicable) for such
      communications shall be:

    If to the Company:

    
      	 	
              Commvault Systems, Inc.

              1 Commvault Way

              Tinton Falls, New Jersey 07724

            
	 	Attention:	Warren Mondschein, Esq.
	 	E-mail:	wmondschein@commvault.com


    

    

      

    with a copy (which shall not constitute notice) to:

    
      
        	 	
                Paul, Weiss, Rifkind, Wharton & Garrison LLP

                1285 Avenue of the Americas

                New York, New York 10019

              
	 	Attention:	
                Scott A. Barshay, Esq.

                Steven J. Williams, Esq. 

              
	 	Facsimile:	(212) 757-3990
	 	E-mail:	
                sbarshay@paulweiss.com

                swilliams@paulweiss.com 

              


      

    

    
      
        


    

    If to Starboard or any member thereof:

     

    

    
      
        
          	 	Starboard Value LP

                  777 Third Avenue, 18th Floor

                  New York, NY 10017
	 	Attention:	
                  Jeffrey C. Smith

                  Peter A. Feld

                
	 	Facsimile:	(212) 845-7989
	 	E-mail:	
                  jsmith@starboardvalue.com

                  pfeld@starboardvalue.com

                


        

      

    

    with a copy (which shall not constitute notice) to:

    
      
        
          
            	 	Olshan Frome Wolosky LLP

                    1325 Avenue of the Americas

                    New York, New York 10019
	 	Attention:	
                    Steve Wolosky, Esq.

                    Andrew Freedman, Esq.

                  
	 	Facsimile:	(212) 451-2222
	 	E-mail:	
                    swolosky@olshanlaw.com

                    afreedman@olshanlaw.com

                  


          

        

      

    

    
      
        	10.	
                Applicable Law.

              


      

    

    This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of
      Delaware without reference to the conflict of laws principles thereof that would result in the application of the law of another jurisdiction. Each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this
      Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party hereto or its successors or
      assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular
      matter, any federal court within the State of Delaware). Each of the Parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal
      jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and agrees not to assert in any action or
      proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or
      from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable
      legal requirements, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be
      enforced in or by such courts.

    
      
        


    

    
      
        	11.	
                Counterparts.

              


      

    

    This Agreement may be executed in two or more counterparts, each of which shall be considered one and the same
      agreement and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile).

    
      
        	12.	
                Mutual Non-Disparagement.

              


      

    

    Subject to applicable law, each of the Parties covenants and agrees that, during the Standstill Period, or if
      earlier, until such time as the other Party or any of its agents, subsidiaries, controlled affiliates, successors, assigns, partners, members, officers, key employees or directors shall have breached this Section 12, neither it nor any of its
      respective agents, subsidiaries, controlled affiliates, successors, assigns, partners, members, officers, key employees or directors shall in any way publicly criticize, disparage, call into disrepute or otherwise defame or slander the other Party or
      such other Party’s subsidiaries, affiliates, successors, assigns, officers (including any current officer of a Party or a Party’s subsidiaries who no longer serves in such capacity at any time following the execution of this Agreement), directors
      (including any current officer or director of a Party or a Party’s subsidiaries who no longer serves in such capacity in connection with the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their
      businesses, products or services, in any manner that would reasonably be expected to damage the business or reputation of such other Party, their businesses, products or services or their subsidiaries, affiliates, successors, assigns, officers (or
      former officers), directors (or former directors), employees, shareholders, agents, attorneys or representatives.

    
      
        	13.	
                Securities Laws.

              


      

    

    Starboard acknowledges that it is aware, and will advise each of its representatives who are informed as to the
      matters that are the subject of this Agreement, that the United States securities laws may prohibit any person who directly or indirectly has received from an issuer material, non-public information from purchasing or selling securities of such
      issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

    
      
        	14.	
                Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries; Term.

              


      

    

    This Agreement (including its exhibits) contains the entire understanding of the Parties with respect to its
      subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing
      signed by an authorized representative of each the Company and Starboard. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or
      partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies
      provided by law. The terms

    
      
        


    

    and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their
      respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to Starboard, the prior written consent of the Company, and with
      respect to the Company, the prior written consent of Starboard. This Agreement is solely for the benefit of the Parties and is not enforceable by any other persons or entities. This Agreement shall terminate at the end of the Standstill Period,
      except provisions of Section 8, Section 9, Section 10, Section 13 and Section 14, and any liability for breach prior to such termination, in each case which shall survive such termination.

    [The remainder of this page intentionally left blank]

      

      

      

      

      

    

    
      
        


    

    IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the Parties as of the
      date hereof.

    	 	
            COMMVAULT SYSTEMS, INC.

          	 
	 	 	 
	 	
            By:

          	/s/ Warren H. Mondschein	 
	 	 	
            Name:

          	Warren H. Mondschein

          	 
	 	 	
            Title:

          	Vice President and General Counsel

          	 


    

    

    

    

    

    

    

    

    

    

    
      [Signature Page to Agreement]

    

    
      
        


    

    	 	
            STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD 

            

          	 
	 	 	 
	 	By:	
             Starboard Value LP,

            its investment manager

          	 
	 	 	 	 
	 	 	 	 
	 	STARBOARD VALUE AND OPPORTUNITY S LLC	 
	 	 	 
	 	By: 	
            Starboard Value LP,

            its manager

          	 
	 	 	 	 
	 	 	 	 
	 	
            STARBOARD VALUE AND OPPORTUNITY C LP

          	 
	 	 	 
	 	By: 	
            Starboard Value R LP,

            its general partner

          	 
	 	 	 	 
	 	 	 	 
	 	
            STARBOARD VALUE R LP

          	 
	 	 	 
	 	By: 	Starboard Value R GP LLC,
            its general partner

          	 
	 	 	 	 
	 	 	 	 
	 	
            STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

          	 
	 	 	 
	 	By: 	
            Starboard Value L LP,

            its general partner

          	 
	 	 	 	 
	 	 	 	 
	 	STARBOARD VALUE L LP	 
	 	 	 
	 	By: 	
            Starboard Value R GP LLC,

            its general partner

          	 
	 	 	 	 
	 	 	 	 
	 	STARBOARD VALUE LP	 
	 	 	 
	 	By:	
             Starboard Value GP LLC,

            its general partner

          	 
	 	 	 	 
	 	 	 	 
	 	STARBOARD VALUE GP LLC 

          	 
	 	By: 	
            Starboard Principal Co LP,

            its member

          	 
	 	 	 	 
	 	 	 	 
	 	
            STARBOARD PRINCIPAL CO LP

          	 
	 	 	 
	 	By: 	
            Starboard Principal Co GP LLC,

            its general partner

          	 
	 	 	 	 
	 	 	 	 
	 	
            STARBOARD PRINCIPAL CO GP LLC

             

            STARBOARD VALUE R GP LLC

          	 


    

    

    	 	
            By:

          	/s/ Jeffrey C. Smith	 
	 	 	
            Name:

          	
            Jeffrey C. Smith

          	 
	 	 	
            Title:

          	
            Authorized Signatory

          	 


    

    

    

    

    
      [Signature Page to Agreement]

    

    
      
        


    

    

    	 	
            JEFFREY C. SMITH

             

            PETER A. FELD

          	 
	 	 	 	 
	 	
            By:

          	/s/ Jeffrey C. Smith	 
	 	
            

            

          	Name: 

          	
            Jeffrey C. Smith

          	 
	 	
            

            

          	Title: 

          	
            Individually and as Attorney-in-Fact for Peter A. Feld

          	 


     

    

    

    

    

    

    

    

    

    

    [Signature Page to Agreement]

    
      
        


    

    Exhibit A

    Press Release

    
      (See Exhibit 99.1)