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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE 2-A:
IN AND FOR NEW CASTLE COUNTY
DAVID H. ADDIS and HEMDA Z. :
ADDIS,
Plaintiffs,
.
V. Civil Action No. 17032NC
.
TII INDUSTRIES, INC., ALFRED ,.
.
J. ROACH, TIMOTHY J. ROACH, :
DOROTHY ROACH, GEORGE S. I
KATSARAKES, JAMES R.
GROVER, JR., WILLIAM G.
SHARWELL, DR. JOSEPH C.
HOGAN, C. BRIJCE BARKSDALE, ;. -_
Defendants.
STIPULATION AND AGREEMENT OF SETTLEMENT
DAVID H. ADDlS and HEMDA Z. ADDIS ("Plaintiffs") and
INDUSTRIES, INC. (,`,I,"), ALFRED J. ROACH, TIMOTHY J. ROACH,
DOROTHY ROACH, GEORGE S. KATSARAKES, JAMES R. GROVER, JR.,
WILLIAM G. SHARWELL, DR. JOSEPH C. HOGAN, and C. BRUCE BARKSDALE
(collectively the "Defendants"), hy and through their undersigned counsel, have
entered into and propose the following Stipulation and Agreement of Settlement
(the "Stipulation") for approval of the Court:
SNIPPETS:
KATSARAKES, JAMES R. GROVER, JR., WILLIAM G. SHARWELL, DR. JOSEPH C.
INDUSTRIES, INC., ALFRED J. ROACH, TIMOTHY J. ROACH,
WILLIAM G. SHARWELL, DR. JOSEPH C. HOGAN, and C. BRUCE BARKSDALE
entered into and propose the following Stipulation and Agreement of Settlement
Alfred J. Roach is the Chairman of the Board of TII.
the sole stockholder of PRC Leasing, Inc., which has leased certain
equipment to TII since 1982.
1991 Equipment Lease between TII and PRC (the "Equipment
From October 8, 1998 through the present, defendants Alfred, Timothy J.
Roach, Dorothy Roach, George S. Katsarakes, James R. Grover,
options under TII's 1995 Stock Option Plan.
common stockholders voted to approve the 1998 Plan.
On December 31, 1998, TII and Alfred executed a Stock Purchase Agreement,
exchange for 1,176,213 shares of TII common stock valued at $1.87 per share
Pursuant to a notice of meeting and proxy statement
stockholder approval at an April 20, 1999, special meeting of TII's
H. On March 19, 1999, Plaintiffs filed the complaint in this
derivative and class action in the Court of Chancery for the State
of Delaware, styled David H. Addis and Hemda Z. Addis v. TII Industries,
and preliminary injunctive relief against the Stock Issuance and the Stock
M. Plaintiffs, through their counsel, have made a comprehensive and thorough
The parties hereto desire to settle and dismiss with prejudice and on the
any investment bankers or attorneys) and, as to TII, its officers, directors,
including Plaintiffs' counsel's request for attorneys' fees and expenses,
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