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1
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COMPLAINT
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EXTRACTED KEY WORDS
PLAN SSI DEFENDANT GRANT MARKET EXERCISE PRICE INCENTIVE STOCK NONSTATUTORY STOCK FAIR MARKET PLAINTIFF SIEBEL COMMON STOCK SHARES OFTHE TIMES MATERIAL HERETO DIRECTORS CANCELLATION PRICING UNIFORM PRACTICE POLICY STOCK SPLIT VIOLATION DELAWARE CORPORATION NOMINAL DEFENDANT ALLEGES NATIONAL MARKET COMPENSATION COMMITTEE PRIOR GRANTING |
IN THE COURT CHANCERY FOR THE STATE OF DELAWARE
IN .AND FOR NEW CASTLE COUNTY
- ---
HOWARD GREENWALD,
Plaintiff,
V.
THOMAS M. SIEBEL; JAMES C. GAITHER, :
GEORGE T. SHAHEEN; CHARLES R. :
SCHWAB; A. MICHAEL SPBNCE; and
ERIC E. SCHMIDT,
Defendants,
-and-
SIEBEL SYSTEMS, INC.,
a Delaware corporation,
Nominal Defendant.
COMPLAINT
Plaintiff alleges upon information and belief, except for paragraph 1 which is alleged upon
knowledge, as follows:
1. Plaintiff owns shares ofthe common stock of nominal defendant, Siebel Systems, Inc.
("SSI" or the "Company"), and has owned such shares at all times material hereto.
2. Plaintiff `brings this action derivatively, in the right and for the benefit of SSI.
3. Nominal defendant SSI is a Delaware corporation that is a provider of e. Business
applications. SSI has approxirnately 199.6 million shares of stock outstanding which are traded on
the Nasdaq National Market.
4. Defendant Thomas M. Siebel ("Siebel") is the Chairman of the Company's Board of
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