THIS DOCUMENT RELATES TO : ALL ACTIONS

Transcription

1 UNITED STATES DISTRICT COURT DISTRICT OF MASSACHUSETT S IN RE PRI AUTOMATION, INC. SECURITIES LITIGATION CIVIL ACTIO N NO. 00-CV RE K THIS DOCUMENT RELATES TO : ALL ACTIONS ORDER AND FINAL JUDGMENT On this 24th day of July, 2002, a hearing (the "Settlement Fairness Hearing" ) having been held before this Court to determine : (1) whether the terms and conditions of the Stipulation o f and Agreement of Settlement, dated April 30, 2002 (the "Stipulation"), a copy of which i s annexed hereto, are fair, reasonable and adequate for the settlement of all claims asserted by the Class against each of the parties who are defendants ("Defendants") in the Consolidate d Amended Class Action Consolidated Complaint ("Consolidated Complaint") filed in the abovecaptioned action, which consolidates five separately-filed civil actions and which is now pendin g in this Court (the "Action"), including the release of Defendants and the Released Parties (a s referred to in the Stipulation), and should be approved ; (2) whether judgment should be entere d dismissing the Consolidated Complaint on the merits and with prejudice in favor of Defendant s and as against all persons or entities who are members of the Class herein who have not requested exclusion therefrom ; (3) whether to approve the Plan of Allocation as being fair and reasonable and in the best interests of the Class; and (4) whether and in what amount to award attorneys' fees and reimbursement of expenses, including reimbursement to the Class 7µ

2 Representatives for their actual costs and expenses (including lost wages) directly relating to th e representation of the Class. The Settlement Fairness hearing was held pursuant to the Order Fo r Notice And Hearing dated May 2, The Court considered all matters submitted to it at the Settlement Fai rness Hearing and otherwise. The Court considered and determined the fairness and reasonableness of the Plan of Allocation and the award of attorneys' fees and expenses requested. NOW, THEREFORE, IT IS HEREBY ORDERED THAT : The Stipulation, including the definitions contained therein, is incorporated b y reference in this Judgment. 2. The Court has jurisdiction over the subject matter of the Action and over all parties to the Action, including all Class Members. The Court is a proper and convenient venu e for the consideration, approval, and administration of the Settlement. 3. The Mailed Notice was disseminated in accordance with the Order For Notic e And Hearing, and the Publication Notice was published in accordance with that Order. The notice given was the best notice to the Class practicable under the circumstances, and provide d due and adequate notice of the Settlement and Settlement Fairness Hearing and all other matters set forth herein to all persons entitled to notice, and satisfied the requirements of Rule 23 of the Federal Rules of Civil Procedure, the Private Securities Litigation Reform Act of 1995, and the requirements of due process. -2-

3 4. The Stipulation is approved as fair, reasonable and adequate, and in the bes t interests of the Class, and the Class Members and the Parties are directed to consummate th e Stipulation in accordance with its terms and provisions. The Class as certified by this Court in the May 2, 2002 Order, is defined as an d includes all persons or entities who purchased the common stock of PRI Automation, Inc. ("PRI") during the period January 27, 2000 through September 11, 2000 inclusive (the "Clas s Period"). Excluded from the Class are Defendants, members of the immediate families (parents, spouses, siblings and children) of each of the individual Defendants, any person, firm, trust, corporation, and entity in which any Defendant has a controlling interest, the officers, directors, parents, subsidiaries and affiliates of any corporate Defendant, and the legal representatives, heirs, successors in interest or assigns of any such excluded party. Also excluded from the Clas s are the persons and/or entities who requested exclusion from the Class as listed on Exhibit A annexed hereto. 6. Defendants and the successors and assigns of any of them, are hereby permanently barred and enjoined from instituting, commencing or prosecuting any claims against any of th e Class Representatives, Class Members (except for those excluded from the Class by request o r otherwise), or their attorneys relating to the institution, prosecution, or settlement of the Action. The Consolidated Complaint is hereby dismissed with prejudice and withou t costs, except as provided in the Stipulation. Upon the Effective Date of this Settlement, the Class Representatives and Clas s Members (including all putative Class members who have not properly excluded themselve s -3-

4 from the Class) and each of them, on behalf of themselves, their respective agents, heirs, executors, administrators, legal representatives, successors and assigns, and any persons they represent, in their individual capacities, their capacities as purchasers, holders or sellers of PRI securities, and any and all corporate, representative or other capacities, for and in consideratio n of the Settlement and other good and sufficient consideration, shall, with respect to each an d every Settled Plaintiffs' Claim, including Unknown Claims, release and forever discharge, as b y an instrument under seal without further act by any person, and shall forever be enjoined an d barred from continuing, initiating, commencing or prosecuting, any Settled Plaintiffs' Clai m against any of the Released Parties. Such release shall be effective with regard to all Clas s Members who have not properly excluded themselves from the Class, regardless of whether o r not they execute a Proof of Claim and Release. The Class Representatives and all Clas s Members who have not properly excluded themselves from the Class shall be deemed to hav e covenanted and agreed to dismiss the Action and all actions consolidated into the Action, including, without limitation, Chan v. PRI Automation et al., Siegal v. PRI Automation et a l Friedman v. PRI Automation et al., Fisher v. PRI Automation et al., and Baum v. PRI Automation et al., as against the Defendants, with prejudice and without costs. Claims fo r violation of this Stipulation shall not be released. The Settled Plaintiffs' Claims are hereb y forever compromised, settled, released, discharged and dismissed as against the Released Partie s on the merits and with prejudice by virtue of the proceedings herein and this Order and Final Judgment. -4-

5 9. Neither the Stipulation, nor any of its terms and provisions, nor any of the negotiations or proceedings connected with it, nor any of the documents or statements referred to therein shall be : (a) offered or received against Defendants as evidence of or construed as o r deemed to be evidence of any presumption, concession, or admission by any of Defendants of the truth of any fact alleged in the Action or the validity of any claim that had been or could hav e been asserted in the Action or in any litigation, or the deficiency of any defense that has been o r could have been asserted in the Action or in any litigation, or of any liability, negligence, fault, o r wrongdoing of Defendants ; (b) offered or received against Defendants as evidence of or construed as o r deemed to be evidence of any presumption, concession or admission by any Defendants of an y misrepresentation or omission or other fault in any statement or written document prepared, made, approved or disseminated by any Defendant ; (c) offered or received against Defendants as evidence of a presumption, concession or admission of any liability, negligence, fault or wrongdoing, or in any way referre d to for any other reason as against any of the parties to the Stipulation, in any other civil, crimina l or administrative action or proceeding, other than such proceedings as may be necessary t o effectuate the provisions of the Stipulation ; provided, however, that Defendants may refer to it t o effectuate the liability protection granted them hereunder ; -5-

6 (d) construed against Defendants or Class Representatives and the Class as a n admission or concession that the consideration to be given hereunder represents the amount which could be or would have been recovered after trial ; and/or (e) construed as or received in evidence as an admission, concession o r presumption against Class Representatives or the Class or any of them that any of their claims ar e without merit or otherwise infirms or that damages recoverable under the Consolidate d Complaint would not have exceeded the Settlement Fund. 10. The Court hereby approves the Plan of Allocation as set forth in the Maile d Notice as fair and reasonable and in the best interests of the Class. I 11. Plaintiffs ' Counsel are hereby awarded the sum equivalent to:~% of the Gross Settlement Fund, which sum the Court finds to be fair and reasonable, and $ m i n reimbursement of expenses, which shall be paid to Plaintiffs' Lead Counsel from the Settlemen t Fund with interest from the date such Settlement Fund was funded to the date of payment at th e same rate that the Settlement Fund earns. The award of attorneys' fees shall be allocated amon g Plaintiffs' Counsel in a fashion which, in the opinion of Plaintiffs' Lead Counsel, fairl y compensates each of Plaintiffs' Counsel for their respective contributions in the prosecution o f the litigation. 12. The Court hereby retains exclusive jurisdiction over Defendants, Clas s Representatives, and the Class Members for all matters relating to this Action, including th e administration, interpretation, effectuation or enforcement of the Stipulation and this Order and -6-

7 Final Judgment, and including any application for fees and expenses incurred in connection wit h administering and distributing the settlement proceeds to the members of the Class. 13. If the Settlement does not become Final in accordance with the terms of th e Stipulation, then this Order and Final Judgment shall be rendered null and void and shall b e vacated, and, in such event, all orders entered in connection therewith shall be vacated an d rendered null and void. However, any appeal of the Plan of Allocation, attorneys' fees or costs and expenses shall not prevent the Settlement from becoming effective. 14. Pursuant to Section 21 D(c)(1) of the Securities Exchange Act of 1934, and Section 27(c) of the Securities Act of 1933, as part of the Settlement the Court finds that th e above captioned Action was not brought for an improper purpose, is not unwarranted by existin g law or legally frivolous, is supported by facts, and otherwise satisfies the requirements set forth in Rule 11(b) of the Federal Rules of Civil Procedure, and that all parties and all attorneys hav e complied with each requirement of Rule 11(b). 15. The Court hereby enters a bar order constituting the final discharge of al l obligations to Plaintiffs' of the Defendants arising out of the Action (the "Contribution Bar Order"). The Contribution Bar Order shall bar all future claims for contribution arising out of the Action by any person against Defendants. 16. Without further order of the Court, the Parties may agree to reasonable extension s of time to carry out any of the provisions of the Stipulation. DATED : Boston, Massachusetts 2002 Robert E. Keeton, Judge UNITED STATES DISTRICT COURT -7-

8 EXHIBIT A Los Angeles County Employees Retirement Association SMC Capital c/o Mellon Trust/Boston Safe Deposit & Trust Co. 525 William Penn Place Room Pittsburgh, PA 15259

9 UNITED STATES DISTRICT COURT DISTRICT OF MASSACHUSETT S X IN RE PRI AUTOMATION, INC. ) 00-CV REK and. SECURITIES LITIGATION ) ALL RELATED CASES X STIPULATION AND AGREEMENT. OF SETTLEMENT AND DISMISSAL This Stipulation and Agreement of Settlement and Dismissal dated as of April, (the "Stipulation") is submitted pursuant to Rule 23 of the Federal Rules of Civil Procedure. Subject to the approval of the United States District Court for the District of Massachusetts (the "Court"), this Stipulation is entered into by and among (i) the Lead Plaintiffs (as hereinafte r defined and identified by name) appointed by this Court (hereinafter referred to both individuall y and collectively as the "Class Representatives"), on behalf of themselves and the Class Member s (as hereinafter defined), and (ii) Defendant PRI Automation, Inc. ("PRI") and Defendant s Mitchell G. Tyson, Mordechai Wiesler, and Amram Rasiel (the "Individual Defendants" and, collectively with PRI, the "Defendants"), by and through their undersigned respective counsel. This Stipulation is intended to resolve, discharge and settle, fully, finally and forever, all Settled Plaintiffs' Claims against the Released Parties, as those terms are hereinafter defined. 1. CERTAIN DEFINITIONS As used in this Stipulation, and in addition to the terms defined in the precedin g paragraph, the following terms shall have the following meanings : A. "Action" or "Litigation" means the consolidated action captioned above, including all claims alleged in the five complaints identified below in paragraphs II.B, II.C, II.D, II.E, and II.F. 18/

10 B. "Authorized Claimant" means a Class Member who submits a timely and vali d Proof of Claim form to the Claims Administrator. C. "Claims Administrator" means the firm designated by Plaintiffs' Lead Counsel to administer the Settlement. D. "Class" and "Class Members" mean all persons who purchased the common stoc k of PRI during the period from January 27, 2000 through September 11, 2000, inclusive. Excluded from the Class are Defendants, members of the immediate families (parents, spouses, siblings and children) of each of the individual Defendants, any person, firm, trust, corporation, and entity in which any Defendant has a controlling interest, the officers, directors, parents, subsidiaries and affiliates of any corporate Defendant, and the legal representatives, heirs, successors in interest or assigns of any such excluded party. Also excluded from the Class are any putative Class Members who timely and validly request exclusion from the Class by filing a Request for Exclusion in accordance with the requirements set forth in the Notice. E. "Class Period" means, for the purposes of this Stipulation only, the period of tim e from January 27, 2000 through September 11, 2000, inclusive. F. "Consolidated Complaint" shall have the meaning set forth in paragraph II.H. G. "Defendants' Counsel" means the law firm of FOLEY, HOAG & ELIOT LLP. H. "Effective Date of Settlement" or "Effective Date" means the date upon which the Settlement contemplated by this Stipulation shall become effective, as set forth in Section X below. I. "Escrow Agents" means Plaintiffs' Lead Counsel, as escrow agents for th e Settlement Fund, as those terms are hereinafter defined. 18/

11 "Lead Plaintiffs" means Yunus Nomanbhoy, Harry Simon, John Cho, Josep h Lancer and John Wilkins. K. "Notice" means the Notice of Pendency of Class Action, Hearing On Propose d Settlement and Attorneys' Fee Petition, and Right to Share in Settlement Fund, which is to b e sent to members of the Class substantially in the form attached hereto as Tab 1 to Exhibit A. L. "Order and Final Judgment" means the proposed order substantially in the form attached hereto as Exhibit B. M. "Person" means a natural person, individual, corporation, partnership, limite d partnership, association, joint venture, joint stock company, estate, legal representative, trust, unincorporated association, government or any political subdivision or agency -thereof, and any business or legal entity, and their spouses, heirs, executors, administrators, predecessors, representatives or assignees. N. "Plaintiffs' Lead Counsel" means the law firm of MILBERG WEISS BERSHAD HYNES & LERACH LLP, acting as lead counsel for the Class Representatives and the Class. 0. "Plaintiffs' Counsel" means the law firm of MILBERG WEISS BERSHAD HYNES & LERACH LLP, MOULTON & GANS LLP and all of the other attorneys listed at th e end of this Stipulation. P. "Preliminary Order" means the proposed Order For Notice And Hearin g substantially in the form attached hereto as Exhibit A. Q. "Publication Notice" means the Summary Notice of Proposed Settlement an d Settlement Hearing for publication substantially in the form attached as Tab 3 to Exhibit A. R. "Released Party" or "Released Parties" means any all of the Defendants, their legal representatives, heirs, successors in interest or assigns, all in their capacities as such, an d 18/

12 any and all of any Defendant's past or present subsidiaries, parents, divisions, successors and predecessors, acquirors, officers, directors, managing directors, partners and partnerships, members, shareholders, agents, employees, joint venturers, investors, underwriters, resellers, distributors, attorneys, advisors, auditors, accountants, investment bankers, insurers, reinsurers, representatives, consultants, executors, administrators, and any person, firm, trust, corporation, partnership, limited liability company, officer, director or other individual or entity in which any Defendant has a controlling interest or which is related to or affiliated with any of the Defendants. S. "Settled Plaintiffs' Claims" means : 1. all claims asserted in the Action; and 2. all claims, rights or causes of action or liabilities whatsoever, whether based on federal, state, local, statutory or common law or any other law, rule o r regulation, including both known and Unknown Claims (as defined below), causes o f action and liabilities of every nature and description whatever, that have been or coul d have been asserted in any forum by the Class and the Class Members or any of them or the heirs, executors, administrators, legal representatives, successors or assigns of any o f them, whether directly, indirectly, representatively or in any other capacity, against any of the Released Parties or their attorneys, which arise out of or relate in any way to th e matters, transactions or occurrences asserted in the Action, or to the institution an d prosecution of the Action or the Settlement of the Action (other than claims arising under this Stipulation). T. "Settled Defendants Claims" means all claims, rights or causes of action or liabilities whatsoever, whether based on federal, state, local, statutory or common law or any 18/

13 other law, rule or regulation, including both known and Unknown Claims (as defined below), causes of action and liabilities of every nature and description whatever, that have been or could have been asserted in any forum by Defendants or any of them or the heirs, executors, administrators, legal representatives, successors or assigns of any of them, whether directly, indirectly, representatively or in any other capacity, against any of the Plaintiffs, Class Members, or their attorneys, which arise out of or relate in any way to the institution and prosecution of the Action or the Settlement of the Action (other than claims arising under this Stipulation). U. "Settlement" means the settlement contemplated by this Stipulation. V. "Unknown Claims" means any and all claims which any Class Representative, Class Member or Defendant does not know or suspect to exist in his, her or its favor at the time of the Settlement which, if known by him, her, or it, might have affected his, her, or its decision to enter into this Settlement, not to object to this Settlement, or not to request exclusion from the Class, as the case may be. To the extent that, notwithstanding the choice of Massachusetts law provisions set forth in this Stipulation, the law of any other state may be applicable, then, solely with respect to any and all Settled Plaintiffs' Claims and Settled Defendants' Claims, the Parties stipulate and agree that, upon the Effective Date, the Class Representatives and the Defendants shall expressly, and the Class Members shall be deemed to, and by operation of the Order and Final Judgment shall, waive and relinquish, to the fullest extent permitted by law, any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, or of international or foreign law, which prohibits or restricts releases of unknown claims, including but not limited to 1542 of the California Civil Code, which provides, "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him mus t 18/

14 have materially affected his settlement with the debtor." The Class Representatives, the Clas s Members and the Defendants may hereafter discover facts in addition to or different from thos e which they now know or believe to be true with respect to the subject matter of the Settled Plaintiffs' Claims and Settled Defendants' Claims, but hereby stipulate and agree that the Clas s Representatives and the Defendants do and the Class Members shall be deemed to, upon th e Effective Date, fully, finally, and forever settle and release any and all Settled Plaintiffs' Claims and Settled Defendants' Claims, as against the opposing parties, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which no w exist, or heretofore have existed upon any theory of law or equity now existing or coming int o existence in the future, whether class, derivative, or individual in nature, including, but no t limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. The Class Representatives, the Class Members and the Defendant s acknowledge that the foregoing waiver was separately bargained for and is a key element of th e Settlement of which the releases set forth in this Stipulation are a pa rt. TT. HISTORY OF THE LITIGATION AND REASONS FOR SETTLEMENT A. This Action involves five consolidated class action suits as set fo rth below i n paragraphs 11.B through II.F, inclusive. B. A class action complaint captioned Chan v. PRI Automation, Inc., Amram Rasiel, Mitchell G. Tyson and Mordechai Wiesler, 00-CV REK (hereinafter " Chan v. PRI Automation et al."), was filed in the United States District Court for the District o f Massachusetts (Boston) on or about November 20, C. A class action complaint captioned Siegal v. PRI Automation, Inc., Amram Rasiel, Mitchell G. Tyson and Mordechai Wiesler, 00-CV REK (hereinafter "Siegal v. 18/

15 PRI Automation et al."), was filed in the United States District Court for the District o f Massachusetts (Boston) on or about November 22, D. A class action complaint captioned Friedman v. PRY Automation, Inc., Amra m Rasiel, Mitchell G. Tyson and Mordechai Wiesler, 00-CV REK (hereinafter " Friedman v. PR! Automation et al."), was filed in the, United States District Court for the District o f Massachusetts (Boston) on or about December 28, E. A class action complaint captioned Fisher v. PRI Automation, Inc., Am-ram Rasiel, Mitchell G. Tyson and Mordechai Wiesler, 00-CV REK (hereinafter "Fisher v. PRI Automation et al."), was filed in the United States District Court for the District of Massachusetts (Boston) on or about December 29, F. A class action complaint captioned Baum v. PRI Automation, Inc., Amram Rasiel, Mitchell G. Tyson and Mordechai Wiesler, 01 -CV REK (hereinafter "Baum'v. PR! Automation et al."), was filed in the United States District Court for the District o f Massachusetts (Boston) on or about January 16, G. By order of this Court on or about August 7, 2001, Chan v. PRI Automation et al., Siegal v. PR! Automation et al., Friedman v. PR! Automation et al., Fisher v. PR! Automation et at., and Baum v. PR! Automation et al., were consolidated into the Action, and Yunu s Nomanbhoy, Harry Simon, John Cho, Joseph Lancer and John Wilkins were appointed as Lea d Plaintiffs. H. A consolidated amended class action complaint (the "Consolidated Complaint") was filed in the United States District Court for the District of Massachusetts (Boston) on o r about October 16, 2001, naming the Lead Plaintiffs as plaintiffs and potential clas s 18/

16 representatives, and naming PRI, Mitchell G. Tyson, Mordechai Wiesler and Amram Rasiel as defendants. 1. The Consolidated Complaint asserts claims under Sections 11 and 15 of th e Securities Act of 1933 (the "Securities Act") and Sections 10(b) and 20(a) of the Secu rities Exchange Act of 1934 (the "Exchange Act"), as well as Rule IOb-5 promulgated thereunder, based on alleged misrepresentations and omissions in a Registration Statement and Prospectu s issued in connection with PRI's public offering on or about May 12, 2000, and additional allege d misrepresentations and omissions during the period from January 27, 2000 through Septembe r 11, 2000 inclusive, i.e., the Class Period, which, Plaintiffs allege, inflated the value of PRI' s common stock. J. The Defendants deny any wrongdoing whatsoever and specifically deny that they, or any of them, are responsible for any alleged misrepresentations or omissions in the Prospectu s or in any other statements during the Class Period, or that the value of PRI's common stock wa s inflated at any time during the Class Period. K. This stipulation shall in no event be construed or deemed to be evidence of or a n admission or concession on the part of any Defendant with respect to any claim in the Action o r of any fault or liability or wrongdoing or damage whatsoever, or of any infirmity in any of th e defenses that Defendants have asserted. L. Defendants have denied and continue to deny each and every claim an d contention alleged in the Consolidated Complaint. Defendants also have denied and continue t o deny the allegations that the Class Representatives or any of the other Class Members hav e suffered any damages. The Defendants also have denied and continue to deny the allegation s that the price of PRI's common stock was inflated by reason of any alleged misrepresentation o r 18/

17 omission, or that any of the Plaintiffs or any member of the Class was harmed by the conduc t alleged in the Consolidated Complaint. Defendants have further asserted and continue to assert that, at all relevant times, they acted in good faith and in a manner they reasonably believed to b e in the best interests of PRI and its stockholders. Nonetheless, Defendants have concluded that the further conduct of the Litigation would be protracted and expensive, that the outcome of an y litigation, including the Action, is inherently uncertain, irrespective of the merits of the claim s involved, and that it is desirable that the Action be fully and finally settled in the manner an d upon the terms and conditions set forth in this Stipulation. M. Plaintiffs' Counsel have conducted an extensive investigation relating to th e claims and the underlying events and transactions alleged in the Consolidated Complaint. Plaintiffs' Counsel and Defendants' Counsel have met to discuss and review evidence that woul d be adduced during pretrial discovery, and Plaintiffs' Counsel has researched the applicable la w with respect to both the claims of Plaintiffs and the Class against the Defendants, and the defenses thereto. Plaintiffs Counsel and Defendants' Counsel have further agreed to certai n confirmatory document discovery. Plaintiffs' Counsel recognize, however, the substantial ris k that the Class might not have prevailed on their claims against Defendants on liability and/o r damages, especially with regard to Plaintiffs' Section 10 claim predicated on allegations that th e Individual Defendants acted with the requisite scienter, and with regard to Plaintiff's Section 1 1 claim predicated on allegations of a materially false and misleading Registration Statement. Plaintiffs' Counsel also recognize the substantial risk that Plaintiffs' and Class Members' out-ofpocket losses on purchases of PRI common stock during the Class Period might be attributed, i n whole or in part, to events that were unrelated to Plaintiffs' allegations. 18/

18 N. Plaintiffs' Counsel have conducted discussions and arm's length negotiations wit h Defendants' Counsel with respect to a compromise and settlement of the Action with a view to settling the issues in dispute and achieving the best relief possible by compromise an d settlement, consistent with the interests of the Class. This Stipulation shall not be construed or deemed to be a concession by any Plaintiff of any infirmity in any of the claims asse rted in the Action. 0. Based upon their investigation and pretrial discovery as set forth above, Plaintiffs ' Counsel have concluded that the terms and conditions of this Stipulation are fair, reasonable an d adequate for Plaintiffs and the Class, and in their best interests and have agreed to settle the claims raised in the Action pursuant to the terms and provisions of this Stipulation after considering (1) the substantial benefits that Plaintiffs and the members of the Class will receiv e from the settlement of the Action, (2) the attendant risks of litigation, and (3) the desirability of permitting the Settlement to be consummated as provided by the terms of this Stipulation. P. The parties to this Stipulation intend the Settlement to be a final and complete resolution of all disputes asserted or which could be asserted by the Class Members against th e Released Parties with respect to the Settled Plaintiffs' Claims. Accordingly, Plaintiffs and Defendants agree not to assert in any forum that the litigation was brought by Plaintiffs o r defended by Defendants in bad faith or without a reasonable basis. The parties hereto shal l assert no claims of any violation of Rule 11 of the Federal Rules of Civil Procedure relating to th e prosecution, defense or settlement of this Action. The parties agree that the amount paid and the other terms of the Se ttlement were negotiated at arm's length in good faith by the parties, and reflect a settlement that was reached voluntarily after consultation with experienced lega l counsel. 18/

19 NOW THEREFORE, without any admission or concession on the part of Plaintiffs of any lack of merit in the Action whatsoever, and without any admission or concession of any liabilit y or wrongdoing or lack of merit in the defenses whatsoever by Defendants, it is hereb y STIPULATED AND AGREED, by and among the parties to this Stipulation, through their respective attorneys, subject to approval of the Court pursuant to Rule 23(e) of the Federal Rule s of Civil Procedure, and in consideration of the benefits flowing to the parties hereto from the Settlement, that all Settled Plaintiffs' Claims against the Released Parties and all Settle d Defendants' Claims shall be compromised, settled, released and dismissed with prejudice, upo n and subject to the terms and conditions set forth in this Stipulation. III. RELEASES AND SCOPE AND EFFECT OF SETTLEMENT A. The obligations incurred pursuant to this Stipulation shall be in full and final disposition of the Action and of any and all Settled Plaintiffs' Claims as against all Release d Parties and any and all Settled Defendants' Claims. B. Upon the Effective Date of this Settlement, the Class Representatives and Clas s Members (including all putative Class Members who have not properly excluded themselve s from the Class) and each of them, on behalf of themselves, their respective agents, heirs, executors, administrators, legal representatives, successors and assigns, and any persons the y represent, in their individual capacities, their capacities as purchasers, holders or sellers of PR I securities, and any and all corporate, representative or other capacities, for and in consideration of the Settlement and other good and sufficient consideration, shall, with respect to each an d every Settled Plaintiffs' Claim, including Unknown Claims, release and forever discharge, as b y an instrument under seal without further act by any person, and shall forever be enjoined an d barred from continuing, initiating, commencing or prosecuting any Settled Plaintiffs' Clai m against any of the Released Parties. Such release shall be effective with regard to all Clas s 18/

20 Members who have not properly excluded themselves from the Class, regardless of whether o r not they execute a Proof of Claim and Release. The Class Representatives and all Class Members who have not properly excluded themselves from the Class shall be deemed to have covenanted and agreed to dismiss the Action and all actions consolidated into the Action,. including, without limitation, Chan v. PRI Automation et al., Siegal v. PRI Automation et al., Friedman v. PR! Automation et al., Fisher v. PR! Automation et al., and Baum v. PRI Automation et al., as against the Defendants, with prejudice and without costs. Claims for violation of this Stipulation shall not be released. By entering into this Stipulation, each of th e Class Representatives represents and warrants that he or she has not assigned, conveyed, hypothecated, transferred, or otherwise granted any interest in the Settled Plaintiffs' Claims, or any of them, to any other person or entity. C. Five days before the date of the Court hearing on final approval of the Settlement, each Class Representative shall execute and deliver to the Defendants an original Proof of Claim and Release in the form set forth in Tab 2 to Exhibit A hereto, each of which shall release the Released Parties from any and all Settled Plaintiffs' Claims. Pending the Effective Date, Defendants' Counsel shall hold such documents in escrow, and the Releases contained therein shall become effective only upon, and not until the Effective Date. All other Class Members who have not properly excluded themselves from the Class and who wish to share in th e Settlement proceeds shall execute and deliver to the Claims Administrator an original Proof o f Claim and Release in the form set forth in Tab 2 to Exhibit A, which shall release the Released Parties from any and all Settled Plaintiffs' Claims. D. Upon the Effective Date of this Settlement, Defendants, on behalf of themselve s and the Released Parties, shall release and forever discharge each and every of the Settle d 18/

21 Defendants' Claims, and shall be forever enjoined from prosecuting any Settled Defendants' Claims against any Class Representative or other Class Member. IV. THE SETTLEMENT CONSIDERATION A. Defendants shall cause to be paid into escrow on behalf of Plaintiffs and the Clas s sums totaling Three Million Two Hundred Fifty Thousand Dollars ($3,250,000.00) (the "Cash Settlement Amount") within fourteen (14). calendar days of the execution and filing of this Stipulation. B. The Cash Settlement Amount and any interest earned thereon shall be the "Gros s Settlement Fund" or "Settlement Fund." C. The payment described in IV.A is the only monetary consideration Defendants shall make or cause to be made in connection with the Settlement. D. The Gross Settlement Fund, net of any Taxes and Tax Expen ses (as defined below) on the income thereof, shall be used to pay (1) the notice and administration cost s referred to in IV.F and VI.B hereof, and (2) the attorneys' fee and expense award referred t o in VILA hereof The balance of the Gross Settlement Fund, after the above payments shall be made, shall be the "Net Settlement Fund," which shall be distributed to the Authorize d Claimants as provided in Section V hereof. E. Any sums required to be held in escrow hereunder prior to the Effective Dat e shall be held by the Escrow Agents. All funds held by the Escrow Agents shall be deemed to b e in custodia legis of the Court and shall remain subject to the jurisdiction of the Court until such time as the funds shall be distributed or returned to Defendants pursuant to this Stipulatio n and/or further order of the Court. The Escrow Agents shall invest any funds in excess o f $100,000 in United States Government or Agency obligations with a maturity of 180 days o r less, and shall collect and reinvest all interest accrued thereon. Any funds held in escrow in an 18/

22 amount of less than $100,000 may be held in an interest bearing bank account insured by the FDIC. The parties hereto agree that the Settlement Fund is intended to be a Qualified Settlement Fund within the meaning of Treasury Regulation 1.468B-1 and that the Escrow Agents, as administrators of the Settlement Fund within the meaning of Treasury Regulation 1.468B-2(k)(3), shall be responsible for filing tax returns for the Settlement Fund and paying from the Settlement Fund any Taxes owed with respect to the Settlement Fund. Defendants ' Counsel agree to provide promptly to the Escrow Agents the statement described in Treasury Regulation 1.468B-3(e), substantially in the form annexed hereto as Exhibit C. F. All (1) taxes on the income of the Settlement Fund ("Taxes"), and (2) expense s and costs incurred in connection with the taxation of the Settlement Fund (including, withou t limitation, expenses of tax attorneys and accountants) ("Tax Expenses") shall be paid out of th e Settlement Fund, shall be considered to be a cost of administration of the Settlement and shall b e timely paid by the Escrow Agents without prior Order of the Court, In all events, Defendants and their insurers shall have no liability or responsibility for the Taxes, the Tax Expenses, or the filing of any tax returns or other documents with the Internal Revenue Service or any other state or local taxing authority. G. The Released Parties shall not be responsible for nor liable for any act of th e Escrow Agents. V. DISTRIBUTION TO AUTHORIZED CLAIMANTS A. The Claims Administrator shall determine each Authorized Claimant's pro rata share of the "Net Settlement Fund" (the Gross Settlement Fund, including interest, net of Taxe s and Tax Expenses, and less all approved costs, fees and expenses), based upon each Authorize d Claimant's "Recognized Claim," as defined in the Plan of Allocation described in the Notic e 18/

23 annexed as Tab 1 to Exhibit A hereto, or in such other Plan of Allocation as the Court approves. Defendants will have no involvement in the administration of the Settlement. B. The Plan of Allocation proposed in the Notice is not a necessary term of thi s Stipulation and it is not a condition of this Stipulation that that Plan of Allocation be approved. Any order or proceeding relating to the Plan of Allocation shall not operate to terminate or cancel the Stipulation or affect the finality of the Court's Judgment approving the Stipulation an d the Settlement, or any other orders entered pursuant to the Stipulation. C. For purposes of determining the extent, if any, to which a Class Member shall b e entitled to be treated as an "Authorized Claimant," the following conditions shall apply : 1. Each Class Member shall be required to submit a Proof of Claim an d Release ("Proof of Claim") in the form attached hereto as Tab 2 to Exhibit A (all partie s submitting such claims shall be referred to as "Claimants"), supported by such document s as are designated therein, including proof of the Claimant's loss, or such other document s or proof as Plaintiffs' Lead Counsel, in their discretion, may deem acceptable. 2. All Proofs of Claim must be submi tted by the date specified in the Notice unless such period is extended by order of the Court. Any Class Member who fails to file a Proof of Claim by such date shall be forever barred from receiving any payment pursuant to this Stipulation (unless, by order of the Court, a later filed Proof of Claim by such Class Member is approved), but shall in all other respects be bound by all of-th e terms of this Stipulation and the Settlement including the terms of the Order and Final Judgment to be entered in the Action and the releases provided for herein, and will be barred from bringing any action against any of the Released Parties concerning any of the Settled Plaintiffs' Claims. Provided that it is received before the distribution of the Net 18/

24 Settlement Fund, a Proof of Claim shall be deemed to have been submitted when posted, if received with a postmark indicated on the envelope, and if mailed first-class postag e prepaid and addressed, in accordance with the instructions thereon. In all other cases, the Proof of Claim shall be deemed to have been submitted when actually received by th e Claims Administrator. 3. Each Proof of Claim shall be submitted to and reviewed by the Claims Administrator, under the supervision of Plaintiffs' Lead Counsel, who shall determine in accordance with this Stipulation the extent, if any, to which each claim shall be allowed, subject to review by the Court. 4. Proofs of Claim that do not meet the filing requirements may be rejected. Prior to rejection of a Proof of Claim, the Claims Administrator shall communicate with the Claimant in order to remedy the curable deficiencies in the Proof of Claim submitted. In the interest of achieving substantial justice, Plaintiffs' Lead Counsel shall have th e right but not the obligation to waive what they deem to be formal or technical defects i n any Proof of Claim. Failure to sign the Release included as part of the Proof of Claim shall not be considered merely a formal or technical defect and may not be waived. D. Any Class Member who does not file a valid Proof of Claim will not be entitled t o receive any of the proceeds from the Net Settlement Amount but will otherwise be bound by all of the terms of this Stipulation and the Settlement, including the terms of the Order and Fina l Judgment to be entered in the Action and the releases provided for herein and will be barre d from bringing any action against any the Released Parties concerning any of the Settle d Plaintiffs' Claims. 18/

25 E. The Claims Administrator, under supervision of Plaintiffs' Counsel, shall notify, in a timely fashion and in writing, all Claimants whose Proofs of Claim they propose to reject in whole or in part, setting forth the reasons therefor, and shall indicate in such notice that th e Claimant whose claim is to be rejected has the right to a review by the Court if the claimant so desires and complies with the requirements of paragraph VI.F below. F. If any Claimant whose claim has been rejected in whole or in part desires t o contest such rejection, the Claimant must, within twenty (20) days after the date of mailing of th e notice required in paragraph VI.E above, serve upon the Claims Administrator a notice an d statement of reasons indicating the Claimant's grounds for contesting the rejection along wit h any supporting documentation, and requesting a review thereof by the Court. If a dispute concerning a claim cannot be otherwise resolved, Plaintiffs' Lead Counsel shall thereafter present the request for review to the Court. G. Each Claimant shall be deemed to have submitted to the jurisdiction of the Court with respect to the Claimant' s claim and release, and the Claim will be subject to investigation and discovery under the Federal Rules of Civil Procedure, provided that such investigation an d discovery shall be limited to that Claimant 's status as a Class Member and the validity and amount of the Claimant's claim. No discovery shall be allowed on the merits of the Action o r Settlement in connection with processing of the Proofs of Claim. H. The administrative determinations of the Claims Administrator accepting an d rejecting claims shall be presented to the Court, for its approval in accordance with thi s Stipulation, and served upon Defendants' Counsel. Each Authorized Claimant shall be allocated a pro rata share of the Ne t Settlement Fund based on his, her or its Recognized Claim compared to the total Recognize d 18/

26 Claims of all Authorized Claimants. This is not a claims-made settlement. Neither Defendants, their insurers, nor any "related person" as defined under 267(b) or 707(b)(1) of the Internal Revenue Code shall have a reversionary interest in the Settlement Fund after the Effective Date. Defendants will have no involvement in reviewing or challenging claims. The Net Settlement Fund shall be distributed to Authorized Claimants by th e Claims Administrator only after the Effective Date and after : 1. all claims have been processed, and all Claimants whose claims have bee n rejected or disallowed, in whole or in part, have been notified and provided th e opportunity to be heard concerning such rejection or disallowance ; 2. all objections with respect to all rejected or disallowed claims have bee n resolved by the Court and all appeals therefrom have been resolved or the time therefor has expired. 3. all matters with respect to attorneys' fees, costs and disbursements hav e been resolved by the Court, all appeals therefrom have been resolved or the time therefor has expired; and 4. all costs of administration have been paid. K. Payment pursuant to this Stipulation shall be deemed final and conclusive against all Class Members. All Class Members whose claims are not approved by the Court shall be barred from participating in distributions from the Net Settlement Fund, but otherwise shall be bound by all of the terms of this Stipulation and the Settlement, including the terms of the Order and Final Judgment to be entered in the Action and the releases provided for herein, and will be barred from bringing any action against any of the Released Parties concerning any of the Settled Plaintiffs' Claims. 18/

27 L. All proceedings with respect to the administration, processing and determinatio n of claims provided for in this Stipulation and the determination of all controversies relatin g thereto, including disputed questions of law and fact with respect to the validity of claims, shal l be subject to the jurisdiction of the Court. VI. ADMINISTRATION OF THE SETTLEMENT A. The Claims Administrator shall administer the Settlement under Plaintiffs' Lea d Counsel's supervision and subject to the jurisdiction of the Court. Except as provided herein, the Released Parties shall have no responsibility for the administration of the Settlement and shal l have no liability to the Class, any Class Member or any of Plaintiffs' Counsel, in connection with such administration. Defendants' Counsel shall cooperate in the administration of the Settlement to the extent reasonably necessary to effectuate its terms, including providing all reasonabl y available information from PRI's transfer records concerning the identity of Class Members an d their transactions during the Class Period. B. Plaintiffs' Lead Counsel may pay from the Gross Settlement Fund, without further approval from the Defendants or the Court, the reasonable costs and expenses associate d with the administration of the Settlement, including, without limitation, the costs of identifyin g members of the Class and effecting mail Notice and Publication Notice. Such amounts shal l include, without limitation, the actual costs of publication, printing and mailing the Notice, reimbursements to nominee owners for forwarding notice to their beneficial owners,' and th e administrative expenses incurred and fees charged by the Claims Administrator in connectio n with providing notice and processing the claims filed. C. Plaintiffs' Lead Counsel shall be responsible for supervising the administration o f the Settlement and disbursement of the Net Settlement Fund by the Claims Administrator. Except for their obligation to pay the Cash Settlement Amount, and to cooperate in th e 18/

28 production of information with respect to the identification of Class Members from PRI's stock transfer records. The Released Parties shall have no liability, obligation or responsibility for the administration of the Settlement, the investment of the Settlement Fund, or the disbursement of the Net Settlement Fund to any Authorized Claimant.: The Class Members and Plaintiffs ' Counsel release the Released Parties from any and all claims, causes of action and liabilitie s arising from or with respect to the investment, administration, or distribution of the Settlement Fund. D. Plaintiffs' Lead Counsel will apply to the Court, on notice to Defendants ' Counsel, for an order (the "Class Distribution Order") approving the Claims Administrator's administrative determinations concerning the acceptance and rejection of the claims filed herein and approving the fees and expenses of the Claims Administrator, and, if the Effective Date has occurred, directing payment to Authorized Claimants from the Net Settlement Fund. VII. ATTORNEYS' FEES AND EXPENSES A. Plaintiffs' Counsel will apply to the Court for an award from the Gross Settlement Fund of attorneys' fees and reimbursement of expenses. Such attorneys' fees and expenses a s are awarded by the Court (the "Fee and Expense Award") shall be paid from the Gros s Settlement Fund to Plaintiffs' Counsel immediately upon award, notwithstanding the existence. of any timely filed objections thereto, or potential for appeal therefrom, or collateral attack on the settlement or any part thereof; provided, however, that in the event that the Stipulation and the Settlement set forth herein do not become effective for any reason, or the order making the Fee and Expense Award is reversed or modified on appeal, to the extent that the Fee an d Expense Award has been paid, then Plaintiffs' Counsel shall within five (5) business days from notice of the event which precludes the Effective Date from occurring, or such reversal or modification, refund to the Gross Settlement Fund the fees, expenses, costs and interes t 18/