IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
SIDNEY WAUD, on behalf of himself and )
all others similarly situated, 1>
Plaintiff, )>
V. >
>
ADVANCED FIBRE > Civil Action No. 16670 NC
COMMUNICATIONS, INC., a Delaware )
corporation, CARL J. GRIVNER, 1
CLIFFORD H. HIGGERSON, ALEX >
SOZONOFF, DONALD GREEN, DAN ) .
RASDAL, HERBERT M. DWIGHT, JR., ) il",:' ,
.
I,.J_ a' ;
B.J. CASSIN, and RUANN F. ERNST, .-,
>) ;-,
I..
Defendants.
>
f'> 1 :
. .
ORDER OF DISMISSAL . ..- .!
-i;l:
C/j C
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WHEREAS, in the above-captioned putative class action lawsuit (the "Action"j:Pla$?&f
challenges the validity of a provision in the Rights Agreement (hereinafter, the "Plan") of
Advanced Fibre Communications, Inc. (the "Company") adopted on May 13, 1998; and
WHEREAS, said provision (hereinafter referred to as the "Continuing Directors Provision")
granted to continuing, incumbent directors of the Company or their chosen successors certain powers
relating to rights established by the PIan; and
WHEREAS, the Company amended the Plan, effective October 19, 1998, by removing the
Continuing Directors Provision (the "Amendment"), and notified its stockholders ofthe Amendment
on October 29, 1998, through a filing with the Securities and Exchange Commission; and
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
challenges the validity of a provision in the Rights Agreement (hereinafter, the "Plan") of
said provision (hereinafter referred to as the "Continuing Directors Provision")
Continuing Directors Provision, and notified its stockholders ofthe Amendment
the parties to the Action agreed to settle their dispute on the terms and
conditions set forth in the Stipulation and Agreement of Compromise,
counsel for Plaintiff examined the relevant facts and law relating to the matters
Plaintiff and his counsel concluded that the terms and conditions of the Stipulation and
which was to remove the Continuing Directors Provision from the Plan, and renders the Action
of all record and beneficial holders of common stock of the Company and their successors in
stock during the period and providing that the Plaintiff on whose behalf the Stipulation
prejudice and compromising, settling, releasing and dismissing with prejudice all claims
WHEREAS, Plaintiffs counsel moved for an award of attorneys' fees, costs and expenses and
the Court considered all timely and proper arguments regarding the award of attorneys' fees,
unknown, by or on behalf of the Plaintiff and/or members of the Class that arise out of, now
employees, agents, legal advisors, financial advisors, heirs, executors, personal
release of the Settled Claims are fair, reasonable and adequate and in the best interests of
Members of the Class are barred and enjoined from asserting any Settled Claim against
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