EXCEPT JAMES J. HOWARD, AND
RIDER BENNETT LLP FOR JAMES J. HOWARD.
3.20
"ESCROW AGENT" MEANS TCF NATIONAL BANK MINNESOTA, WHICH BANK OR
INSTITUTION SHALL PERFORM ITS DUTIES AS SET FORTH IN THIS AGREEMENT AND IN THE
ESCROW AGREEMENT ATTACHED HERETO AS EXHIBIT E.
3.21
"DERIVATIVE ACTION" MEANS THE ACTION CAPTIONED GOTTLIEB V. XCEL
ENERGY, INC., ET AL., NO. 02-2931, PENDING IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MINNESOTA AND COORDINATED UNDER THE PROCEEDINGS CAPTIONED IN
RE XCEL ENERGY, INC. SECURITIES, DERIVATIVE AND ERISA LITIGATION, MASTER FILE
NO. 02-2677 (DSD/FLN).
3.22
"FINAL APPROVAL OF THE SETTLEMENT" MEANS THE ENTRY OF AN ORDER AND
FINAL JUDGMENT APPROVING THIS AGREEMENT AND THE SETTLEMENT PURSUANT TO RULE
23(E) OF THE FEDERAL RULES OF CIVIL PROCEDURE AND THE FULL, FINAL, AND FAVORABLE
DETERMINATION OF ANY APPEALS, PETITIONS, MOTIONS FOR RECONSIDERATION, OR ANY
OTHER PROCEEDINGS FOR REVIEW OR, IF NO SUCH REVIEW PROCEEDINGS ARE TAKEN, THE
EXPIRATION OF THE APPLICABLE TIME TO APPEAL OR SEEK REVIEW FROM SUCH ORDER.
8
3.23
"INITIAL ADMINISTRATIVE EXPENSE PAYMENT" MEANS THE COSTS OF THE
CLASS NOTICE AND OTHER COSTS RELATING TO THE ADMINISTRATION OF THE SETTLEMENT,
AS MUTUALLY AGREED BY CLASS COUNSEL AND COUNSEL FOR DEFENDANTS.
3.24
"NET SETTLEMENT FUND" MEANS THE SETTLEMENT FUND PLUS INTEREST THAT
HAS ACCRUED THEREON, LESS THE ATTORNEYS' FEES, ATTORNEYS' EXPENSES,
ADMINISTRATIVE EXPENSES, AND THE TOTAL PLAINTIFFS' CASE CONTRIBUTION
COMPENSATION, AS DEFINED HEREIN.
3.25
"NOTICE" AND "INDIVIDUAL NOTICE" MEANS THE NOTICE OF PENDENCY OF
CLASS ACTION, PROPOSED SETTLEMENT, AND HEARING ATTACHED TO THIS AGREEMENT AS
EXHIBIT A.
3.26
"ORDER AND FINAL JUDGMENT" MEANS AN ORDER AND JUDGMENT OF THE COURT
APPROVING THE SETTLEMENT AND ENTRY OF A FINAL JUDGMENT IN THE FORM ANNEXED
HERETO AS EXHIBIT D, OR UPON TERMS NOT MATERIALLY DIFFERENT FROM THOSE SET FORTH
IN EXHIBIT D.
3.27
"PERSON(S)" MEANS A NATURAL PERSON, A CORPORATION, PARTNERSHIP,
ASSOCIATION, OR ANY OTHER ENTITY.
3.28
"PLAINTIFFS' CASE CONTRIBUTION COMPENSATION" MEANS THE AMOUNT OF
TWO THOUSAND DOLLARS ($2,000) PER PLAINTIFF, WHICH SHALL BE PAID FROM THE
SETTLEMENT FUND TO EACH CLASS REPRESENTATIVE IN RECOGNITION OF THEIR
CONTRIBUTIONS TO THE ACTION.
3.29
"PLAN ACCOUNT" MEANS THE ACCOUNT OR ACCOUNTS ESTABLISHED OR
EXISTING UNDER THE PLANS DESIGNATED BY THE PLAN ADMINISTRATOR INTO WHICH THE
ESCROW AGENT SHALL TRANSFER THE NET SETTLEMENT FUND FOR DISTRIBUTION AND
ALLOCATION TO THE CLASS.
XCEL SHALL TAKE ALL NECESSARY STEPS TO ESTABLISH THE
PLAN ACCOUNT.
3.30
"PRELIMINARY APPROVAL OF PROPOSED SETTLEMENT AND NOTICE" MEANS THE
DATE THAT THE PRELIMINARY APPROVAL ORDER IS ENTERED BY THE COURT.
9
3.31
"PRELIMINARY APPROVAL ORDER" MEANS AN ORDER, SUBSTANTIALLY IN THE
FORM ANNEXED HERETO AS EXHIBIT C, APPROVING THE FORMS AND PROCEDURE FOR
PROVIDING NOTICE TO THE SETTLEMENT CLASS, CONDITIONALLY CERTIFYING THE NAMED
PLAINTIFFS AS THE REPRESENTATIVES OF THE SETTLEMENT CLASS AND PLAINTIFFS'
COUNSEL AS COUNSEL TO THE SETTLEMENT CLASS, ESTABLISHING A PROCEDURE FOR MEMBERS
OF THE SETTLEMENT CLASS TO FOLLOW IN ORDER TO OBJECT TO THE SETTLEMENT, AND
SETTING A DATE FOR A HEARING ON THE APPROVAL OF THE SETTLEMENT.