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1
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ORDER AND FINAL JUDGMENT
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EXTRACTED KEY WORDS
COURT PARTIES REPRESENTATIVES HEREBY JUDGEMENT MEMBERS STIPULATION PURSUANT SCHEDULING ORDER DIRECTORS MERGER CHANCERY AGREEMENT DETERMINATION ADEQUATE COUNSEL DEFENDANTS RELEASING LAW PLAINTIFFS COMMON STOCK CHERRY AFFILIATES SETTLEMENT HEARING THEREIN ATTORNEYS MANNER ACCORDANCE MATTER |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
p c.
In re:
;
THE CHERRY CORPORATION CONSOLIDATED
SHAREHOLDERS LITIGATION ;1 CIVIL ACTION NO. 18007 NC
ORDER AND FINAL JUDGMENT
The Amended Stipulation and Agreement of Compromise, Settlement, and Release,
dated July 17, 2001 (the "Stipulation"), of the above-captioned action (the "Action"), having
been presented at the Settlement Hearing on September 21, 2001, pursuant to the Scheduling
Order for Approval of Settlement of Class Action entered herein on July 23, 2001
("Scheduling Order"), which Stipulation was joined and consented to by all parties to the
Action and which (along with the defined terms therein) is incorporated herein by reference;
and the Court having determined that notice of said hearing was given in accordance with the
Scheduling Order to members of the Class as certified by the Court in the Scheduling Order
and that said notice was adequate and sufficient; and the parties having appeared by their
attorneys of record; and the attorneys for the respective parties having been heard in support
of the Stipulation and the settlement of the Action provided therein (the "Settlement"), and an
opportunity to be heard having been given to all other persons desiring to be heard as
provided in the notice; and the entire matter of the Settlement having been considered by the
Court;
IT IS HEREBY ORDERED, ADJUDGED AND DECREED, this
September, 2001, as follows:
1. The Notice of Pendency of Class Action, Temporary and Proposed Class
Action Determination, Proposed Settlement of Class Action, Settlement Hearing, and Right to
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2
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STIPULATION AND RELEASE
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EXTRACTED KEY WORDS
PLAINTIFFS STIPULATION COURT SETTLEMENT PARTIES DEFENDANTS AGREEMENT CHERRY COMMON STOCK ATTORNEYS CHANCERY PRICE DELAWARE AFFILIATES CASH SHARES COMPROMISE REPRESENTATIVES LLP EXPENSES ABOVE-CAPTIONED CONSOLIDATED CIVIL OUTSTANDING CHERRY COMMON JOHN SHAW PREJUDICE PURSUANT JUDGEMENT PROCEEDING REARGUMENT PROVISIONS EVIDENCE |
ORIGINAL
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY r-
In re:
;
THE CHERRY CORPORATION Cons. CA. .-
SHAREHOLDERS LITIGATION
; v:
No. 18007NC (,I.
1 z-c:
_._-' :->
1 -... c
STIPULATION AND AGREEMENT OF
COMPROMISE, SETTLEMENT, AND RELEASE;
The parties to the above-captioned consolidated civil action, by and through their
attorneys, have entered into the following Stipulation and Agreement of Compromise,
Settlement, and Release (the "Stipulation"), subject to the approval of the Court:
WHEREAS, prior to July 17, 2000, defendant Peter B. Cherry, Chairman and President
of The Cherry Corporation (`Cherry"), and his affiliates (collectively referred to as the "Cherry
Family") beneficially owned approximately 52% of all outstanding Cherry common stock;
WHEREAS, on April 182000, the Cherry Family offered to purchase any and all shares
of Cherry common stock not owned by the Cherry Family at a price of $18.75 per share net to
the seller in cash (the "Initial Offer");
WHEREAS, on April 24,2000, plaintiffs, Donald Sinclair, John Shaw, and Garrett Long,
filed Case Nos. 18007, 18008 and 18009, respectively, against Cherry, Peter B. Cherry, Alfred S.
Budnick, Thomas L. Martin, Jr., Robert B. McDermott, Peter A. Guglielmi, Charles W. Denny,
W. Ed Tyler, and Henry J. West in the Court of Chancery of the State of Delaware in and for
New Castle County; on April 26,2000, John McKenzie filed (Case No. 18012 in the same court
against the same defendants; on May 9,2000, Edward Lynd filed Case No. 18044 in the same
Cl1199 3513259-12.032241 0024
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3
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COMLAINT
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EXTRACTED KEY WORDS
PLAINTIFF DEFENDANTS MEMBERS COMMON STOCK PUBLIC SHAREHOLDERS AFFILIATES COURT LAW DUTIES DIRECTORS PROPOSED BUYOUT ADEQUATE DAMAGES RELIEF PRICE ACTING BREACHING PETER SHARES CONSUMER OUTSTANDING COMMON STOCK FAITH OWES DEALING LOYALTY CARE INDIVIDUAL DEFENDANTS PUBLIC STOCKHOLDERS PROPER |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
--------------------------------x
DONALD SINCLAIR, :: Civil Action No. / $.p.c'-+dC
Plaintiff, ::
V. ::
PETER B. CHERRY, ALFRED S. :
BUDNICK, DR. THOMAS L. MARTIN, :
JR, ROBERT B. MCDERMOTT, PETER :
A. GUGLIELMI, CHARLES W. DENNY, :
W. ED TYLER, HENRY J. WEST, and :
THE CHERRY CORPORATION ::
Defendants. :
---------------m----------------x
COMPLAINT
Plaintiff alleges upon information and belief, except as to
paragraph 1 which is alleged upon personal knowledge, as follows:
THE PARTIES
1. Plaintiff is the owner of shares of the common stock of
The Cherry Corporation ("Cherry" or the "Company") and has been the
owner of such shares continuously since prior to the wrongs
complained of herein.
2. Cherry is a corporation duly existing and organized under
the laws of the State of Delaware. Cherry manufactures proprietary
and customer electrical switches, sensors, electronic keyboards and
controls, and semiconductors. The Company sells its products to
the worldwide automotive, computer, and consumer and commercial
markets.
3. Defendant Peter B. Cherry ("P. Cherry") is and at all
times relevant hereto has been President and Chairman of the Board
of Directors of Cherry. P. Cherry owns and/or controls
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