RISKS
OF LITIGATION, AND (C) THE DESIRABILITY OF PERMITTING THE SETTLEMENT (AS DEFINED
BELOW) TO BE CONSUMMATED AS PROVIDED BY THE TERMS OF THIS STIPULATION.
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NOW THEREFORE, without any admission or concession on the part of Plaintiffs of
any lack of merit of the Action whatsoever, and without any admission or
concession of any liability or wrongdoing or lack of merit in the defenses
whatsoever by the Settling Defendants, it is hereby STIPULATED AND AGREED, by
and among the parties to this Stipulation, through their respective attorneys,
subject to approval of the Court pursuant to Rule 23(e) of the Federal Rules of
Civil Procedure, in consideration of the benefits flowing to the parties hereto
from the Settlement, that all Settled Claims (as defined below) as against the
Released Parties (as defined below) and all Settled Defendants' Claims (as
defined below) shall be compromised, settled, released and dismissed with
prejudice, upon and subject to the following terms and conditions:
CERTAIN DEFINITIONS
1.
AS USED IN THIS STIPULATION, THE FOLLOWING TERMS SHALL HAVE THE
FOLLOWING MEANINGS:
(A)
"AUTHORIZED CLAIMANT" MEANS A CLASS MEMBER WHO SUBMITS A TIMELY
AND VALID PROOF OF CLAIM FORM TO THE CLAIMS ADMINISTRATOR.
(B)
"CLAIMS ADMINISTRATOR" MEANS THE PERSON OR ENTITY APPOINTED BY THE
COURT TO ADMINISTER THE SETTLEMENT HEREUNDER IN THE COURT'S ORDER PRELIMINARILY
APPROVING THE SETTLEMENT AND IMPLEMENTING THE NOTICE.
(C)
"CLASS" AND "CLASS MEMBERS" MEAN, FOR THE PURPOSES OF THIS
SETTLEMENT ONLY, ALL PERSONS AND ENTITIES WHO PURCHASED OR OTHERWISE ACQUIRED
SECURITIES OF PRICELINE.COM DURING THE CLASS PERIOD AND WERE DAMAGED THEREBY.
EXCLUDED FROM THE CLASS ARE (I) THE SETTLING DEFENDANTS, (II) THE OFFICERS AND
DIRECTORS OF PRICELINE.COM AT ALL RELEVANT TIMES, (III) MEMBERS OF SETTLING
DEFENDANTS' IMMEDIATE FAMILIES AND THEIR LEGAL REPRESENTATIVES, HEIRS,
SUCCESSORS OR ASSIGNS, (IV) ANY ENTITY IN WHICH SETTLING DEFENDANTS HAVE OR AT
ANY TIME HAD A CONTROLLING INTEREST (AS DEFINED BELOW), AND (V) DELOITTE, OR ANY
OF DELOITTE'S PARTNERS, OFFICERS AND DIRECTORS.
ALSO EXCLUDED FROM THE CLASS
ARE ANY PUTATIVE CLASS MEMBERS WHO EXCLUDE THEMSELVES BY FILING A REQUEST FOR
EXCLUSION IN ACCORDANCE WITH THE REQUIREMENTS SET FORTH IN THE NOTICE.
(D)
"CLASS PERIOD" MEANS, FOR THE PURPOSES OF THIS SETTLEMENT ONLY,
THE PERIOD OF TIME BETWEEN JANUARY 27, 2000 AND OCTOBER 4, 2000, INCLUSIVE.
(E)
"CLASS PLAINTIFFS' COUNSEL" MEANS THE LAW FIRMS OF SCOTT + SCOTT
LLP AND JOHNSON & PERKINSON.
(F)
"CONTROLLING INTEREST" SHALL INCLUDE ANY INTEREST OF TEN PERCENT
(10%) OR
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MORE OF THE COMMON STOCK AND/OR VOTING RIGHTS OF ANY ENTITY, AND ANY OTHER
INTEREST IN AN ENTITY THAT IS SUFFICIENT TO ALLOW THE PARTY WITH SUCH INTEREST
DIRECTLY OR INDIRECTLY TO DIRECT OR CAUSE THE DIRECTION OF THE MANAGEMENT AND
POLICIES OF THE ENTITY, WHETHER THROUGH THE OWNERSHIP OF VOTING SHARES, BY
CONTRACT, OR OTHERWISE.
(G)
"EFFECTIVE DATE OF SETTLEMENT" OR "EFFECTIVE DATE" MEANS THE DATE
UPON WHICH THE SETTLEMENT CONTEMPLATED BY THIS STIPULATION SHALL BECOME
EFFECTIVE, AS SET FORTH IN ¶29 BELOW.
(H)
"FINAL ORDER" MEANS AN ORDER AS TO