These excerpts taken from the ATVI 10-K filed May 30, 2008.
6. Plaintiffs Counsels Attorneys Fees and Expenses
6.1 After negotiating the payments to Activision and the Corporate Governance Reforms, Plaintiffs and Settling Defendants negotiated the attorneys fees that Activision would pay to Plaintiffs Counsel. Activision has agreed to advance, subject to its reservation of all rights against each and every of its D&O insurance carriers, reinsurers, or co-insurers (the Insurance Carriers), $10,000,000 to Plaintiffs Counsel for their fees and expenses, subject to Court approval.
6.2 Within five (5) business days of issuance of an Order by the Federal Court finally approving the Settlement, Activision will make payment of the attorneys fees and expenses finally approved by the Federal Court (the Fee and Expense Award) separately to Coughlin Stoia Geller Rudman & Robbins LLP, as receiving agents for Plaintiffs Counsel in the Federal Derivative Action, and to Bernstein Litowitz Berger & Grossmann, LLP, as receiving agents for Plaintiffs Counsel in the State Derivative Action. These amounts shall be held by Coughlin Stoia Geller Rudman & Robbins LLP and Bernstein Litowitz Berger & Grossmann, LLP in respective client trust accounts as custodia legis, subject to further Order of the Federal Court, and subject to Plaintiffs Counsels separate obligation to make appropriate refunds or repayments of the principal amount and any accrued interest if and when, as a result of any further Order of the Federal Court, appeal, further proceedings on remand, or successful collateral attack the Settlement does not become Final. Coughlin Stoia Geller Rudman & Robbins LLP shall be responsible for the allocation of such fees and expenses to Plaintiffs Counsel in the Federal Derivative Action, based upon each counsels contribution to the initiation, prosecution and/or resolution of the Actions. Bernstein Litowitz Berger & Grossmann, LLP shall be
responsible for the allocation of such fees and expenses to Plaintiffs Counsel in the State Derivative Action, based upon each counsels contribution to the initiation, prosecution and/or resolution of the Actions.
6.3 Apart from and in addition to any reimbursement of defense costs by the Insurance Carriers to Activision, and without the requirement of instituting litigation against the Insurance Carriers, Plaintiffs Counsel shall be entitled to fifteen percent (15%) of any payments made by the Insurance Carriers to Activision, up to an amount not to exceed $750,000. To the extent that as of the Effective Date of the Stipulation, the insurance carriers and Activision have not agreed to a payment by the Insurance Carriers, then Plaintiffs Counsel shall be entitled to pursue an action on Activisions behalf against the Insurance Carriers, subject to the approval of Activisions Board. In such event, Activision will not move to dismiss that litigation. If Plaintiffs Counsel obtain a monetary recovery on Activisions behalf pursuant to such action, Plaintiffs Counsel shall be entitled to retain thirty (30%) of such recovery from the Insurance Carriers for all amounts apart from and in addition to the reimbursement of defense costs.
6.4 The Fee and Expense Award shall constitute full and complete compensation for all of Plaintiffs Counsels services in the Actions.
6.5 Upon payment of the Fee and Expense Award, the Settling Defendants and Bryan Cave shall be discharged from any further liability for payment of Plaintiffs attorney fees, costs, or expenses in the Actions. Except as expressly provided herein, Plaintiffs and Plaintiffs Counsel shall bear their own fees, costs and expenses, and no Released Person shall assert any claim for expenses, costs or fees against any Plaintiff or Plaintiffs Counsel.
6.6 Any disputes between or among counsel for the Federal Plaintiffs in the Federal Derivative Action (excluding counsel for the State Plaintiffs) as to the division or allocation of the Fee and Expense Award, or any part or portion thereof, as between such counsel, shall be resolved by the Federal Court on noticed motion. Activision,
the Individual Settling Defendants, Bryan Cave, and each of their Related Persons shall have no responsibility for, and no liability whatsoever with respect to, the allocation of the Fee and Expense Award or any amounts to which Plaintiffs Counsel may become entitled pursuant to ¶ 6.3 above with respect to any person, entity or law firm who may assert some claim thereto.
6.7 Any order or proceeding (or any portion thereof) relating solely to an award of attorneys fees and expenses, or any appeal from any order (or any portion thereof) relating thereto or reversal or modification thereof, shall have no effect on the Settlement and shall not operate to terminate or cancel this Stipulation or to affect or delay the finality of the Order and Final Judgment approving this Stipulation. Similarly, any dispute or disagreement among Plaintiffs Counsel arising from or relating to the allocation of attorneys fees, costs, and expenses among themselves shall not affect the Settlement or its enforceability. The Court may, if necessary to effectuate the parties intent to consummate the Settlement, consider the issue of attorneys fees, costs, and expenses separately from the Courts consideration of whether the Settlement is otherwise fair, reasonable, and adequate.
6. Plaintiffs Counsels Attorneys Fees and
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