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ORBIT/FR v TRABELSI Click to find out why . . .



Keywords & Phrases
CaseNo: C.A. No. 17,717, CourtCode: CC, CourtName: IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE, Plaintiff: ORBIT/FR, State: DE Delaware, UniqueCaseRef: DE>CC>00017717, Orbit, Extension, Plan, Trabelsi, Extension Letter, Exercise, Exercise Period, Employment, Options Expire, Stock Options, Exhibit, Directors, Termination, Pursuant, Resolution, Contends, Award, Authority, Incorporates, Aviv, Fiduciary Duties, Purported Extension, Common Stock, Purposes, Execute, Determination, Violation, Agreement, Reason , ContentID: 120240533

Case Documents
1 2000-01-07 COMPLAINT
[ see first page and extracted highlights below  ] ItemID: 101457
11 pages
PDF
Total Documents: 1 document , 11 pages
Price: $ 19.95


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1 . COMPLAINT

EXTRACTED KEY WORDS
EXTENSION
PLAN
TRABELSI
EXTENSION LETTER
EXERCISE
EXERCISE PERIOD
EMPLOYMENT
OPTIONS EXPIRE
STOCK OPTIONS
EXHIBIT
DIRECTORS
TERMINATION
PURSUANT
RESOLUTION
CONTENDS
AWARD
AUTHORITY
INCORPORATES
AVIV
COURT
FIDUCIARY DUTIES
PURPORTED EXTENSION
COMMON STOCK
PURPOSES
EXECUTE
DETERMINATION
VIOLATION
AGREEMENT
REASON
             IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

                             IN AND FOR NEW CASTLE COUNTY


ORBIT/FR,  INC.,

               Plaintiff,

       V.

ARYEH TRABELSI,

               Defendant.


                                           COMPLAINT

               Plaintiff Orbit&R, Inc. ("Orbit") hereby files this Complaint against defendant

Aryeh Trabelsi ("Trabelsi") and avers the following:

                                  NATURE OF THIS ACTION

                1. Through this action, Orbit seeks to be compensated for Trabelsi's breach

of his fiduciary duties owing to Orbit in his capacity as a director of Orbit, and it further seeks

declaration that a certain purported extension of the period during which Trabelsi could exercise

certain options to acquire Orbit common stock is invalid.

                                          THE PARTIES

               2. Orbit is a Delaware corporation with its principal place of business in

Horsham, Pennsylvania. Orbit develops microwave antenna measurement systems.

               3. Upon information and belief, Trabelsi is a permanent resident alien of the

Unites States for immigration purposes (not a United States citizen), who presently resides in

Israel. At all times relevant to this action, Trabelsi resided in Huntingdon Valley, Pennsylvania

and was employed in Horsham, Pennsylvania. Trabelsi was named Orbit's president and chief



executive officer ("CEO") and was appointed to membership on Orbit's board of directors (the
SNIPPETS:
  • IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
  • Aryeh Trabelsi and avers the following:
  • Orbit seeks to be compensated for Trabelsi's breach
  • certain options to acquire Orbit common stock is invalid.
  • executive officer and was appointed to membership on Orbit's board of directors (the
  • BACKGROUND OF ORBIT STOCK OPTION PLAN
  • plan entitled "1997 Equity Incentive Plan" (copy attached as Exhibit A).
  • In the initial award of Options under the Plan, approximately 56 officers,
  • termination of the recipient's employment with Orbit, "unless otherwise determined by the
  • The Plan expressly reserves for determination by Orbit's Board what the
  • constitutes a quorum for voting purposes relating to the Plan's administration,
  • Pursuant to section 10 of the Plan, the Board reserves for itself the right to
  • as Exhibit D) and Orbit's bylaws do not mention or discuss stock options, terms of stock
  • or authority to determine the terms of stock options.
  • 1997 resolution referred to in paragraph 6 above is the sole
  • Board resolution addressing the exercise period of the Options created by the Plan.
  • employment agreement for "good reason," which entitled him, pursuant to his employment
  • agreement, to retain certain benefits (unrelated to the issue in this
  • provision that all Options expire three months after termination of employment,
  • Trabelsi contends that a letter dated June 20, 1997 (the "Extension Letter")
  • Joseph Aviv, overrode the provisions of the Plan by which Trabelsi's Options expired three
  • Orbit incorporates in full all preceding paragraphs of this Complaint.
  • The Extension Letter and the purported extension of the exercise period
  • detriment of Orbit and its stockholders, in violation of his fiduciary duties to Orbit and its
  • stockholders and in violation of the provisions of Orbit's bylaws and the Plan.
  • By executing the Extension Letter and convincing Aviv to execute the
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