HD » Topics » THE SETTLEMENT

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

THE SETTLEMENT

 

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED, subject to approval of the Court pursuant to O.C.G.A. § 14-3-735, for the good and valuable consideration set forth herein and conferred on Home Depot, the Plaintiffs, and Home Depot stockholders, all of the Released Claims (as defined below) are completely, fully, finally, and forever compromised, settled and released, and the Litigation shall be dismissed with prejudice upon and subject to the terms and conditions set forth herein.

 

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17.                                 For purposes of this Stipulation:

 

a.                                       The “Court” means the Superior Court of Fulton County, Georgia, the Honorable Craig L. Schwall presiding.

 

b.                                      “Defendants” means nominal party Home Depot and the Individual Defendants.

 

c.                                       “Effective Date” means the first date by which all of the events and conditions specified in paragraph 29 below have occurred or have been satisfied.

 

d.                                      The “Federal Actions” means Civil Action Nos. 1:07-CV-0356-RLV, 1:07-CV-0693-RLV, and 1:07-CV-1066-RLV, consolidated as In re Home Depot, Inc. Derivative Litigation, Master File No. 1:07-CV-0356-RLV, in the United States District Court for the Northern District of Georgia, and any subsequently consolidated actions; and Rosinek v. The Home Depot, Inc., Civil Action No. 1:07-CV-2972-RLV, in the United States District Court for the Northern District of Georgia.

 

e.                                       “Individual Defendants” means Kenneth G. Langone, Robert L. Nardelli, Carol B. Tomé, Laban P. Jackson, Jr., Dennis M. Donovan, Frank L. Fernandez, Thomas V. Taylor, John L. Clendenin, Claudio X. González, Bonnie G. Hill, Gregory D. Brenneman, Milledge A. Hart, III, Angelo R. Mozilo, Thomas J. Ridge, Lawrence R. Johnston, Berry R. Cox, Richard H. Brown, and Richard A. Grasso.

 

f.                                         “Litigation” means Wandel v. Brenneman, et al., Civil Action No. 06-cv-117491, in the Superior Court of Fulton County, Georgia; City of Pontiac General Employees’ Retirement System v. Langone, et al., Civil Action No. 06-cv-122302, in the Superior Court of Fulton County, Georgia; and the Federal Actions.

 

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g.                                      “Person” means an individual, corporation, limited liability corporation, professional corporation, partnership, limited partnership, limited liability partnership, association, joint stock company, estate, legal representative, trust, unincorporated association, government or any political subdivision or agency thereof, and any business or legal entity and their spouses, heirs, predecessors, successors, representatives, or assignees.

 

h.                                      “Plaintiffs” means City of Pontiac General Employees’ Retirement System, Steven Stark, Nicholas Weil, Arnold Wandel, Daniel E. Becnel, Mary Hotard Becnel, Glenn Vicary, and Elizabeth Weiss Phillips.

 

i.                                          “Plaintiffs’ counsel” means counsel that has appeared for any of the Plaintiffs in the Litigation.

 

j.                                          “Plaintiffs’ Settlement Counsel” means the law firm Coughlin Stoia Geller Rudman & Robbins LLP.

 

k.                                       “Released Claims” shall collectively mean all claims, demands, rights, actions or causes of action of every nature and description whatsoever, rights, liabilities, damages, losses, obligations, judgments, suits, matters, and issues of any kind or nature whatsoever, whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, hidden or concealed, matured or unmatured, that have been, could have been, or in the future could or might be asserted in the Litigation or in any court, tribunal, or proceeding (including, but not limited to, any claims arising under federal or state statute, rule, regulation, or principle of common law relating to alleged fraud, breach of any duty, negligence, violations of the federal securities laws, or otherwise) by the Plaintiffs, by Home Depot, or by any Home Depot stockholder derivatively on behalf of Home Depot, against the Released Persons, which have arisen, could have arisen, arise now, or hereafter arise out of, or relate in any manner to the facts, events, transactions, acts, occurrences,

 

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statements, representations, misrepresentations, omissions, or failures to act which were alleged or could have been alleged in the Litigation, including, but not limited to (1) the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing or cause whatsoever, or any series thereof, embraced by, involved with, referred to, set forth in or otherwise related to any of the complaints filed at any time in the Litigation; (2) the alleged backdating or misdating of stock options, RTV practices, and/or executive compensation; or (3) the disclosure obligations or alleged insider trading of any of the Released Persons related to any of the foregoing, subject to the RTV Investigation Carve-Out set forth in paragraph 21.  It is the intent of the parties that no claims may hereafter be brought or prosecuted derivatively on behalf of Home Depot which arise from or relate in any manner to the matters described above, including but not limited to those claims set forth in the action captioned Rosinek v. The Home Depot, Inc., Civil Action No. 07-cv-2972, in the United States District Court for the Northern District of Georgia.

 

l.                                          “Released Persons” means the Individual Defendants and Home Depot’s past or present directors, officers, employees, agents, or representatives, including any of their families, employees, attorneys, accountants, financial advisors, consultants, agents, estates, partners, predecessors, successors, and assigns, heirs, and entities in which he or she has a controlling interest. Plaintiffs specifically intend to include within the scope of the definition of Released Persons all persons within the categories described in the preceding sentence, and they agree and acknowledge that the terms used are sufficiently descriptive as to leave no question of the identity of the parties released, within the meaning of Lackey v. McDowell, 262 Ga. 185, 415 S.E.2d 902 (1992).

 

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