STATEMENTS REGARDING PRICELINE.COM IN VIOLATION OF SECTIONS 10(B) AND
20(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AND RULE 10B-5 PROMULGATED
THEREUNDER;
D.
THE SETTLING DEFENDANTS AND DELOITTE MOVED TO DISMISS THE CLAIMS
RAISED IN THE COMPLAINT.
THE COURT, BY MEMORANDUM OF DECISION DATED OCTOBER 7,
2004, DENIED IN PART AND GRANTED IN PART THE SETTLING DEFENDANTS' MOTION TO
DISMISS AND GRANTED DELOITTE'S MOTION TO DISMISS WITHOUT PREJUDICE.
E.
THE CASE WAS CERTIFIED AS A CLASS ACTION ON APRIL 4, 2006 AND THE
COURT APPOINTED THOMAS LINTON, MARK B. WEISS, MARILYN EGEL, R. WARREN ROSS AND
JOHN ANDERSON AS THE CLASS PLAINTIFFS AND APPOINTED SCOTT + SCOTT, LLP AND
JOHNSON & PERKINSON AS CLASS PLAINTIFFS'
2
COUNSEL.
THE COURT DENIED THE APPOINTMENT OF THE LEISINGER PENSION FUND AS A
CLASS REPRESENTATIVE.
F.
THE SETTLING DEFENDANTS DENY ANY WRONGDOING WHATSOEVER AND THIS
STIPULATION SHALL IN NO EVENT BE CONSTRUED OR DEEMED TO BE EVIDENCE OF OR AN
ADMISSION OR CONCESSION ON THE PART OF ANY SETTLING DEFENDANT WITH RESPECT TO
ANY CLAIM OR OF ANY FAULT OR LIABILITY OR WRONGDOING OR DAMAGE WHATSOEVER, OR
ANY INFIRMITY IN THE DEFENSES THAT THE SETTLING DEFENDANTS HAVE ASSERTED.
THE
PARTIES TO THIS STIPULATION RECOGNIZE THAT THE LITIGATION IS BEING VOLUNTARILY
SETTLED AFTER ADVICE OF COUNSEL, AND THAT THE TERMS OF THE SETTLEMENT ARE FAIR,
ADEQUATE AND REASONABLE.
THIS STIPULATION SHALL NOT BE CONSTRUED OR DEEMED TO
BE A CONCESSION BY ANY PLAINTIFF OR CLASS MEMBER OF ANY INFIRMITY IN THE CLAIMS
ASSERTED IN THE ACTION;
G.
CLASS PLAINTIFFS' COUNSEL (AS DEFINED BELOW) REPRESENT THAT THEY
HAVE CONDUCTED AN EXTENSIVE INVESTIGATION RELATING TO THE CLAIMS AND THE
UNDERLYING EVENTS AND TRANSACTIONS ALLEGED IN THE COMPLAINT AND THAT CLASS
PLAINTIFFS' COUNSEL HAVE ANALYZED THE EVIDENCE PRODUCED BY PRICELINE.COM AS WELL
AS NON PARTIES AND HAVE RESEARCHED THE APPLICABLE LAW WITH RESPECT TO THE CLAIMS
OF PLAINTIFFS AND THE CLASS AGAINST THE SETTLING DEFENDANTS AND THE POTENTIAL
DEFENSES THERETO;
H.
OVER THE PAST THREE AND ONE HALF YEARS, WITH THE ASSISTANCE OF
RETIRED UNITED STATES DISTRICT JUDGE NICHOLAS H. POLITAN AND ROBERT A. MEYER,
ESQ., ACTING AS SPECIAL MEDIATORS, PLAINTIFFS, BY THEIR COUNSEL, HAVE CONDUCTED
NUMEROUS DISCUSSIONS AND ARM'S LENGTH NEGOTIATIONS WITH COUNSEL FOR SETTLING
DEFENDANTS OVER THE COURSE OF FOUR EXTENSIVE MEDIATION SESSIONS WITH RESPECT TO
A COMPROMISE AND SETTLEMENT OF THE ACTION AS AGAINST THE SETTLING DEFENDANTS
WITH A VIEW TO SETTLING THE ISSUES IN DISPUTE AND ACHIEVING THE BEST RELIEF
POSSIBLE CONSISTENT WITH THE INTERESTS OF THE CLASS; AND
I.
BASED UPON THEIR INVESTIGATION AND REVIEW AS SET FORTH ABOVE,
PLAINTIFFS AND CLASS PLAINTIFFS' COUNSEL HAVE CONCLUDED THAT THE TERMS AND
CONDITIONS OF THIS STIPULATION ARE FAIR, REASONABLE AND ADEQUATE TO THE CLASS
MEMBERS, AND IN THEIR BEST INTERESTS, AND HAVE AGREED TO SETTLE THE CLAIMS
RAISED IN THE ACTION PURSUANT TO THE TERMS AND PROVISIONS OF THIS STIPULATION,
AFTER CONSIDERING (A) THE SUBSTANTIAL BENEFITS THAT PLAINTIFFS AND THE MEMBERS
OF THE CLASS WILL RECEIVE FROM SETTLEMENT OF THE ACTION, (B) THE ATTENDANT