HD » Topics » FEES AND EXPENSES

This excerpt taken from the HD 8-K filed Apr 10, 2008.

FEES AND EXPENSES

 

32.                                 After negotiating the terms set forth above, Plaintiffs and Defendants, through their respective counsel, negotiated and reached an agreement at arm’s length and in good faith regarding the attorneys’ fees and expense amount that Home Depot would pay to Plaintiffs’ counsel in connection with the Settlement.  Home Depot has agreed to pay the sum of $14.5 million in aggregate to Plaintiffs’ counsel, consisting of (a) $6 million in cash; and (b) $8.5 million in freely tradable Home Depot common stock, the number of shares of which shall be determined based upon the closing price of the stock on the date of entry of the Judgment.  Thus, the award in the amount approved by the Court shall be paid 41.35% in cash and 58.65% in freely tradable Home Depot common stock, subject to the Court’s determination that the issuance of shares is fair as contemplated by Section 3(a)(10) of the Securities Act of 1933.

 

33.                                 The amount of the award to Plaintiffs’ counsel for attorneys’ fees and expenses shall not impact this Stipulation or the Settlement contemplated hereby or affect or delay the finality of the Judgment.  Similarly, any appeal from the Judgment that relates solely to the award for attorneys’ fees and expenses to Plaintiffs’ counsel shall not modify, terminate, or cancel this Stipulation or the Settlement contemplated hereby or affect or delay the finality of the Judgment.

 

34.                                 The fees and expenses in the amount awarded by the Court shall be transferred to Plaintiffs’ Settlement Counsel, which shall be solely responsible for the allocation of such fees and

 

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expenses among Plaintiffs’ counsel.  The fees and expenses in the form of cash and Home Depot common stock shall be transferred from Home Depot to Plaintiffs’ Settlement Counsel in accordance with, and within ten (10) business days of, the entry by the Court of the Judgment, notwithstanding the existence of any timely filed objections to the Settlement, or potential for appeal therefrom, but subject to Plaintiffs’ counsel’s joint and several obligation to make appropriate refunds or repayments, as set forth below, if and when the Settlement or the award to Plaintiffs’ counsel of attorneys’ fees and expenses is reversed or modified on appeal.

 

35.                                 If the Effective Date does not occur, or if the award to Plaintiffs’ counsel of attorneys’ fees and expenses is reversed or modified on appeal, then the award of fees and expenses (or any portion disallowed) shall be refunded to Home Depot by Plaintiffs’ counsel, together with the amount of any dividends paid on the stock received as part of the award of fees and expenses, with interest at the federal rate of interest from the date of payment and any dividend to the date of refund.  The refund shall be made within ten (10) business days after written notification of such event is sent by Home Depot’s counsel to Plaintiffs’ Settlement Counsel.  The Judgment shall specify or incorporate provisions that specify that each firm that receives any portion of the award of fees and expenses, and each partner or member of that firm, shall be jointly and severally liable for repayment should the award need to be refunded as set forth herein.  In the event the refund is not made in a timely manner after written notification, Home Depot shall be entitled to an award of all reasonable fees and expenses incurred by it in pursuing legal action to collect the refund.  Each such Plaintiffs’ counsel’s law firm, as a condition of receiving a portion of the award of fees and expenses, on behalf of itself and each partner and/or shareholder, agrees that the law firm and its partners and/or shareholders are subject to the jurisdiction of the Court for the purpose of enforcing the Stipulation.

 

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