In re PMC-Sierra, Inc Derivative Litigation

Filing 181

FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE. Signed by Judge Richard Seeborg on 4/29/10. (cl, COURT STAFF) (Filed on 4/30/2010) Modified on 4/30/2010 (cl, COURT STAFF).

1

2
3

*E-Filed 4/30/10*

4
5

6 7

UNITED STATES DISTRICT COURT
8

NORTHERN DISTRICT OF CALIFORNIA
9

SAN JOSE DIVISION
10

In re PMC-SIERRA, INC. DERIVATIVE 11 LITIGATION
12

) Master File No. C-06-05330-RS

)

) (PROPOSED) FINAL JUDGMENT AND ) ORDER OF DISMISSAL WITH PREJUDICE

This Document Relates To:
13

)

ALL ACTIONS.
14
15

) DATE: April 29, 2010 ) TIME: 1 :30 p.m.

) COURTROOM: The Honorable
Richard Seeborg

16 17
18

19

20
21

22
23

24
25

26

27
28

518985_1

1 This matter came before the Court for hearing pursuant to the Order of this Court, dated

2 January 26, 2010 ("Order"), on the application of the parties for approval of the settlement
3 ("Settlement") set forth in the Stipulation of

Settlement dated November 5, 2009 (the "Stipulation").

4 Due and adequate notice having been given to the current PMC-Sierra, Inc. ("PMC") shareholders
5 as required in said Order, and the Court having considered all papers filed and proceedings had
6 herein and otherwise being fully informed in the premises and good cause appearing therefore, IT IS
7 HEREBY ORDERED, ADJUDGED AND DECREED that:

8

1.

This Judgment incorporates by reference the definitions in the Stipulation, and all

9 capitalized terms contained herein shall have the same meanings as set forth in the Stipulation (in

1 0 addition to those capitalized terms defined herein).
11

2.

This Court has jurisdiction over the subject matter ofthe Federal Action, including all

12 matters necessary to effectuate the Settlement, and over all parties to the Federal Action, including

13 the Plaintiffs, the current PMC shareholders and the Defendants.
14
3.
The Federal Action and all claims contained therein, as well as all of

the Released

15 Claims, are dismissed with prejudice. As between Plaintiffs and Defendants, the parties are to bear

16 their own costs, except as otherwise provided in the Stipulation regarding Plaintiffs' Counsel's
17 attorneys' fees and expenses.
18

4.

The Court finds that the Stipulation and Settlement are fair, reasonable, and adequate

19 as to each of the Settling Parties, and hereby finally approves the Stipulation and Settlement in all

20 respects, and orders the Settling Parties to perform its terms to the extent the Settling Parties have

21 not already done so.
22
5.

Upon the Effective Date, the Plaintiffs (acting on their own behalf and derivatively on

23 behalf of PMC) and PMC shall have, and each current PMC shareholder shall be deemed to have
24 and by operation of

this Judgment shall have, fully, finally, and forever released, relinquished and

25 discharged (i) the Released Claims against the Released Persons; and (ii) any and all claims

26 (including Unknown Claims) arising out of, relating to, or in connection with, the defense,
27 settlement, or resolution of

the Actions, against the Released Persons. Nothing herein shall in any

28 way impair or restrict the rights of any Settling Party to enforce the terms of the Stipulation.
518985_1

(PROPOSED) FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE -

C-06-05330-RS

-1-

1

6.

Upon the Effective Date, each of

the Released Persons shall be deemed to have, and

2 by operation of this Judgment shall have, fully, finally, and forever released, relinquished, and
3 discharged each and all of the Plaintiffs and Plaintiffs' Counsel from all claims (including Unknown

4 Claims) arising out of, relating to, or in connection with the institution, prosecution, assertion,
5 settlement, or resolution of

the Actions or the Released Claims. Nothing herein shall in any way

6 impair or restrict the rights of any Settling Party to enforce the terms of the Stipulation.
7

7.

The Court finds that the notice given to current PMC shareholders was the best notice

8 practicable under the circumstances. Said notice also provided the best notice practicable under the

9 circumstances of these proceedings and of the matters set forth therein, including the proposed
10 Settlement set forth in the Stipulation, to all Persons entitled to such notice, and said notice fully

11 satisfied the requirements of Federal Rule of Civil Procedure 23.1 and the requirements of due

12 process.
13

8.

The Court hereby approves the fee award in accordance with the Stipulation and finds

14 that such fee is fair and reasonable.
15

9.

Neither the Stipulation nor the Settlement, nor any act performed or document
the Stipulation or the Settlement: (a) is or may be deemed

16 executed pursuant to or in furtherance of

17 to be or may be offered, attempted to be offered, or used in any way by the Settling Parties as a
18 presumption, a concession or an admission of, or evidence of, any fault, wrongdoing or liability of

19 the Defendants or of the validity of any Released Claims; or (b) is intended by the Settling Parties to

20 be offered or received as evidence or used by any other person in any other action or proceeding,

21 whether civil, criminal, or administrative. Released Persons may file the Stipulation and/or this

22 Judgment in any action that may be brought against them in order to support a defense or
23 counterclaim based on principles of res judicata, collateral estoppel, full faith and credit, release,

24 good faith settlement, judgment bar or reduction, or any other theory of claim preclusion or issue
25 preclusion or similar defense or counterclaim.

26

10.

During the course of

the litigation, the parties and their respective counsel at all times
Federal Rule of

27 complied with the requirements of

Civil Procedure 11 and all other similar laws.

28
518985_1

(PROPOSED) FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE -

C-06-05330-RS

-2-

1

11.

Without affecting the finality of

this Judgment in any way, this Court hereby retains

2 continuing

jurisdiction over the Federal Action and the parties to the Stipulation to enter any further

3 orders as may be necessary to effectuate the Stipulation, the Settlement provided for therein, and the
4 provisions of this Judgment.

5 12. This Judgment is a final, appealable judgment and should be entered forthwith by the
6 Clerk in accordance with Rule 58, Federal Rules of Civil Procedure.

7 IT is SO ORDERED.
4/29/10

518985_1 (PROPOSED) FINAL JUDGMENT AND ORDER OF DISMISSAL WITH PREJUDICE -

C-06-05330-RS

-3-