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1
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STIPULATION AND AGREEMENT OF COMPROMISE SETTLEMENT AND RELEASE
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EXTRACTED KEY WORDS
COURT SETTLEMENT PARTIES STIPULATION PLAINTIFFS COMPLAINT CHANCERY COMPROMISE ATTORNEYS STOCKHOLDERS DAVID SCARPA HART PAY DELAWARE INFORMATION SYSTEMS DEFENDANTS OWNING STOCK PREJUDICE EXECUTING RIGHTS SUCCESSORS REPRESENTATIVES PREDECESSORS CLAIMING SUBROGATION ASSIGNMENT FORMER REPRESENTATIVES |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
FRANK S. SCARPA, VALERIE S. HART, )
and RICHARD J. DONNELLY,
1
Plaintiffs, >
V.
1 CA. No. 17704-NC :
DAVID A WARREN and CELLTECH .., `.
INFORMATION SYSTEMS, INC., a
Delaware Corporation I
Defendants. E
STIPULATION AND AGREEMENT
OF COMPROMISE, SETTLEMENT AND RELEASE
The parties to the above-captioned action, by and through their respective attorneys, enter
into the following Stipulation and Agreement of Compromise, Settlement and Release (the
"Stipulation"), subject to the approval of the Court:
WHEREAS:
A. On December 29, 1999, Frank S. Scarpa, Valerie S. Hart and Richard J. Donnelly,
stockholders of Celltech Information Systems, Inc. ("Celltech"), `riled an action alleging both
and derivative claims in the Court of Chancery of the State of Delaware in and for New Castle
County (the "Court") styled Frank S. Scarna, et al. v. David A. Warren. et ano, C.A. No. 17704-NC
(the "Action") naming Celltech and Celltech's sole officer and director David A. Warren as
defendants. Plaintiffs Scarpa, Hart and Donnelly and defendant Warren constitute all of the
stockholders of Celltech, with Scarpa, Hart and Donnelly each owning 5% of Celltech's stock and
Warren owning the remaining 85% of Celltech's stock
RLFl-2133119-1
SNIPPETS:
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2
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COMPLAINT
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EXTRACTED KEY WORDS
SHAREHOLDERS PLAINTIFFS INFORMATION SYSTEMS DISINTERESTED DIRECTORS BONUS INCOME VOTE PAID REASONABLE COMPENSATION PLAN SOLE PAY NET INCOME DAVID OFFICER RESIDES WARREN CAUSED CELLTECH DISTRIBUTION PAYMENT EXECUTIVE BONUSES INCENTIVE EXECUTIVE BONUSES PROFITS DELAWARE FRANK VALERIE HART RICHARD DEFENDANT MATERIAL BENEFIT RECEIVING |
1:Lk i . . L..L&, _-_
il IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
FRANK S. SCARPA, as a shareholder of :
Celltech Information Systems, Inc., in his :
own right and on behalf of Celltech :
Information Systems, Inc.
and
VALERIE S. HART, as a shareholder of :
Celltech Information Systems, Inc., in her :
own right and on behalf of Celltech
Information Systems, Inc.
and
RICHARD J. DONNELLY, as a
shareholder of Celltech Information
Systems, Inc., in his own right and
on behalf of Celltech information
Systems, Inc.
Plaintiffs
V.
DAVID A. WARREN and CELLTECH
INFORMATION SYSTEMS INC.,
a Delaware Corporation
Defendants
COMPLAINT
Plaintiffs, Frank S. Scarpa, Valerie S. Hart and Richard J. Donnelly, bring this
action derivatively and individually on behalf of Celltech Information Systems, Inc., and in
support thereof, aver as follows:
NA?`URE OF THE ACTION
1. Celltech Information Systems, Inc. ("Celltech") is a corporation formed
SNIPPETS:
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