5:06-cv-04346-JF Document 172 Filed 03/04/2008 Page 1 of 30 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA IN RE RAMBUS INC. SECURITIES ) MASTER FILE NO.: C-06-4346 JF LITIGATION ) } STIPULATION OF SETTLEMENT This Document Relates To: All Actions. This Stipulation of Settlement ("Stipulation"), dated as of February 29, 2008, is made and entered into by and among Lead Plaintiff ("Lead Plaintiff'), on behalf ofhimself and each of the Class Members, and Defendants Rambus Inc., Harold Hughes, Mark Horowitz, P. Michael Farmwald, Kevin Kennedy, William H. Davidow, Bruce Dunlevie, Charles Geschke, John D. Danforth, David Mooring, Geoff Tate, Robert K. Eulau and PricewaterhouseCoopers LLP (collectively, referred to as the "Defendants"), by and through their respective counsel of record. STIPULATION OF SETTLEMENT CASE No. C-06-4346 JF Class_ (FINAL ) Stipulation of Settlement (PALIB 1_33017911) (2) (2).DOC
Transcript
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UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
IN RE RAMBUS INC. SECURITIES ) MASTER FILE NO.: C-06-4346 JFLITIGATION )
} STIPULATION OF SETTLEMENT
This Document Relates To:
All Actions.
This Stipulation of Settlement ("Stipulation"), dated as of February 29, 2008, is made and
entered into by and among Lead Plaintiff ("Lead Plaintiff'), on behalf of himself and each of the
Class Members, and Defendants Rambus Inc., Harold Hughes, Mark Horowitz, P. Michael
Farmwald, Kevin Kennedy, William H. Davidow, Bruce Dunlevie, Charles Geschke, John D.
Danforth, David Mooring, Geoff Tate, Robert K. Eulau and PricewaterhouseCoopers LLP
(collectively, referred to as the "Defendants"), by and through their respective counsel of record.
STIPULATION OF SETTLEMENTCASE No. C-06-4346 JF
Class_ (FINAL) Stipulation of Settlement (PALIB 1_33017911)
(2) (2).DOC
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This Stipulation is intended by the Parties to fully, finally and forever resolve and discharge the
Released Claims, as defined herein, upon and subject to the terms and conditions set forth herein.
The Litigation
On July 17, 2006, and thereafter, the following actions were filed in the United States
District Court for the Northern District of California (the "Court"):
Michael A. Bernstein Profit Sharing Plan v. Hughes, et at., No. C 06-4346 JF;
Maniglia v. Hughes, et at., No. C 06-4427 RS;
Olczak v. Rambus Inc., et at., No. C 06-4629 BZ;
Williams v. Hughes, et at., No. C 06-4732 MJJ;
Sanders v. Rambus Inc., et at., No. C-06-5614 MJJ, and
Freedman v. Rambus, Inc., et at., No. C-06-04715 JF.
On September 22, 2006, the Court consolidated these actions pursuant to Fed. R.
Civ. P. 42(a), and on November 9, 2006, appointed as Lead Plaintiff Ronald L. Schwarcz.
Further, the Court approved Lead Plaintiff's selection ofthe law firms of Stull, Stull & Brody and
Kantrowitz, Goldhamer & Graifman, P.C. as Lead Counsel.
Lead Counsel conducted a thorough investigation relating to the allegations of wrongdoing
pertaining to each defendant in the Action, and the alleged damages suffered by the Class. Lead
Counsel's investigation also included the review of publicly available reports and articles, SEC
filings, reports by securities analysts and investor advisory services concerning Rambus and the
review of documents produced by Rambus Inc. Lead Counsel also consulted with experts in
forensic accounting and economic and class-wide damages.
On February 14, 2007, Lead Plaintiff filed a Consolidated Amended Complaint (the
"Complaint") alleging violations of Sections 10(b), 14(a) and 20(a) of the Securities Exchange Act
of 1934 ("Exchange Act").
On April 2, 2007, Rambus and the individual defendants filed with the Court motions to
dismiss the Complaint.
On May 7, 2007, Defendant PricewaterhouseCooper filed a motion to dismiss the
28 Complaint.
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Settlement Discussions
Before the filing of the motion to dismiss the Complaint, Rambus' counsel met with Lead
Counsel to present their assessment of the merits of the litigation.
Following the filing of the motions to dismiss by the Defendants, Lead Counsel met with
Rambus' counsel and a member of Rambus' Board of Directors to discuss the parties' views on
the merits, the pending motions to dismiss, respective settlement positions and preliminary
damages figures. Following the meeting, the discussions continued telephonically. In addition to
their own investigations into the claims, Lead Counsel have reviewed certain documents
concerning the underlying facts made available by Rambus. Following this review, and
considering all other factors, as described below, Lead Counsel believe that the Settlement is in
the best interests of the class.
Benefits of the Settlement to the Class
Lead Plaintiff and Lead Counsel believe that the Settlement provides an excellent
monetary recovery for the Class Members, based on the claims asserted, the information obtained
by Lead Counsel and the damages that might be proven in the Action
Based on the investigation of the Defendants' alleged wrongdoing, Lead Plaintiff believes
that the claims asserted in the Action have considerable merit. Nevertheless, Lead Plaintiff, aided
by Lead Counsel, considered carefully the likelihood of success against the Defendants, and the
likely total damages that could be recovered against the Defendants, as well as the uncertain
outcome and the risk of litigation, especially in complex actions such as this, and the difficulties
and delays inherent in such litigation. Lead Plaintiff believes that a recovery now will provide an
immediate benefit to Class Members, which is superior to the risk of proceeding with the Action,
particularly in view of the fact that the Court has yet to hear oral argument and rule on the multiple
motions to dismiss presently pending. As a result of these considerations, and following the
extensive arm's-length settlement negotiations with counsel for the Rambus Defendants, Lead
Plaintiff and Lead Counsel have determined, after taking into account the substantial benefits
conferred on the Class by a settlement in accordance with the terms of this Stipulation, that this
Settlement would be fair, reasonable and adequate and in the best interests of the Class.
STIPULATION OF SETTLEMENT!'l,-TT- r 114 AI AL Tr
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Defendants' Denial of Wrongdoing
The Defendants deny each and all of the claims and contentions alleged by Lead Plaintiff
in the Action, as well as all charges of wrongdoing and liability against them arising out of any of
the conduct, statements, acts or omissions alleged, or that could have been alleged, in the Action.
The Defendants further deny Lead Plaintiff"s allegations that Lead Plaintiff or other plaintiffs
I sustained (or are entitled to recover) damages in any amount. The Defendants also believe that the
I arguments asserted in their motions to dismiss are meritorious. Nonetheless, the Defendants have
concluded that further litigation of the Action would be protracted and expensive. The Defendants
also considered the uncertainty and risks inherent in any litigation, especially in a complex case
such as this. Therefore, the Defendants have determined that it is desirable and beneficial that the
Action be settled in a manner and upon the terms and conditions set forth in this Stipulation.
NOW THEREFORE, IT IS HEREBY STIPULATED, CONSENTED AND
AGREED, by Lead Plaintiff, acting on behalf of all Class Members, and the Defendants, subject
to Court approval pursuant to Rule 23(e) of the Federal Rules of Civil Procedure, that the Action,
the Underlying Actions, the Released Claims, and all matters encompassed within the scope of the
releases set forth or referenced herein shall be finally and fully released, compromised and settled
as against the Released Parties and dismissed, with prejudice, upon and subject to the following
terms and conditions:
Definitions
1. The following capitalized terms, used in this Stipulation, shall have the meanings
specified below:
1.1. "Action" means the actions filed in the United States District Court for the
Northern District of California which were consolidated by Order dated September 26,
2006, under Master File Number C-06-4346 JF.
1.2. "Authorized Claimant" means a Class Member who timely submits to the
Claims Administrator a valid Proof of Claim and Release that has been allowed pursuant to
the terms of this Stipulation.
1.3. "Claims Administrator" means Berdon Claims Administration LLC.
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1.4. "Class" means, for purposes of this Stipulation and the proposed Settlement
only, a class certified pursuant to Rule 23 of the Federal Rules of Civil Procedure
comprising all Persons who purchased the common stock or call options of Rambus, or
sold put options of Rambus, between December 4, 2001, and July 18, 2006, inclusive, and
who were damaged thereby. Excluded from the class are all Defendants, members of the
immediate family of each Individual Defendant, any entity in which any defendant has a
controlling interest, officers and directors of the Company during the Class Period, and the
legal representatives, heirs, predecessors, successors and assigns of any such excluded
party. Also excluded from the Class are any Persons who exclude themselves by filing a
request for exclusion in accordance with the requirements set forth in the Notice.
I.S. "Class Member" means any Person who is included in the definition of the
Class, as defined above, who did not timely submit a proper request for exclusion in
accordance with the requirements set forth in the Notice.
1.6. "Class Period" means the time period beginning December 4, 2001, through
and including July 18, 2006.
1.7, "Company" means Rambus Inc. and its subsidiaries, affiliates,
predecessors, successors and assigns.
1.8. "Complaint" means the Consolidated Amended Complaint filed with the
Court on February 14, 2007.
1.9. "Court" means the United States District Court for the Northern District of
California.
1.10. "Effective Date" means the latest date all of the events and conditions
specified in paragraph 19 below have been met or have occurred.
1.11. "Escrow Account" means the bank account maintained by the Escrow
Agent into which the Settlement Fund shall be deposited. Signatories to the Escrow
Account shall be Lead Counsel.
1.12. "Escrow Agent" means RBS Citizens N.A., New York, New York.
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1,13. "Final" means when the last of the following with respect to the Judgment
approving the Stipulation, substantially in the form of Exhibit E hereto, shall occur: (i) the
expiration of three (3) business days after the time to file a motion to alter or amend the
Judgment under Federal Rule of Civil Procedure 59(e) has passed without any such motion
having been filed; (ii) the expiration of three (3) business days after the time in which to
appeal the Judgment has passed without any appeal having been taken (which date shall be
deemed to be thirty-three (33) days following the entry of the Judgment, unless the date to
take such an appeal shall have been extended by Court order or otherwise, or unless the
33rd day falls on a weekend or a Court holiday, in which case the date for purposes of this
Stipulation shall be deemed to be the next business day after such 33rd day); and (iii) if
such motion to alter or amend is filed or if such appeal is taken, three (3) business days
after the determination of that motion or appeal in such a manner as to permit the
consummation of the settlement substantially in accordance with the terms and conditions
of this Stipulation. For purposes of this paragraph, an "appeal" shall not include any
appeal that concerns only the issue of attorneys' fees and reimbursement of costs or the
Plan of Allocation of the Settlement Fund, as any such appeal shall not in any way delay or
preclude the Judgment from becoming Final.
1.14. "Final Approval Hearing" means the hearing held to determine whether the
proposed Settlement embodied by this Stipulation is fair, reasonable and adequate to the
Class, and whether the Court should enter a Final Judgment approving such proposed
Settlement.
1.15. "Individual Defendants" means collectively Harold Hughes, Mark
Horowitz, P. Michael Farmwald, Kevin Kennedy, William H. Davidow, Bruce Dunlevie,
Charles Geschke, John D. Danforth, David Mooring, Geoff Tate and Robert K. Eulau.
1.16. "Judgment" or "Final Judgment" means the judgment to be entered by the
Court substantially in the form attached hereto as Exhibit E.
1.17. "Lead Counsel" means collectively the law firms of Stull, Stull & Brody
and Kantrowitz, Goldhamer & Graifman, P.C.
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1.18. "Lead Plaintiff' means Ronald L. Schwarcz.
1.19. "Net Settlement Fund" means theSettlement Fund less any attorneys' fees,
expert and consultant fees, costs and expenses approved by the Court.
1.20. "Notice" means the Notice of Proposed Settlement, Settlement Fairness
Hearing and Motion for Attorneys' Fees and Reimbursement of Litigation Expenses which
is to be sent to Class Members substantially in the form attached hereto as Exhibit C.
1.21. "Notice and Administration Fund" means the fund to be used by Lead
Counsel to pay the costs of notifying Class Members, soliciting the filing of claims by
Class Members, assisting them in making their claims, and otherwise administering, on
behalf of Class members, the Settlement embodied in this Stipulation.
1.22. "Parties" means collectively the Defendants and Lead Plaintiff, on behalf of
himself and the Class Members.
1,23. "Party" means, individually, any of the Parties.
1.24. "Person" means an individual, corporation, general or limited partnership,
trustees, administrators and any other person or entity having any legal or beneficial interest in the
subject Securities, purchased or acquired by any Class Member, will be deemed by this Settlement
to release and forever discharge the Released Parties from any and all of the Released Claims.
STIPULATION OF SETTLEMENTC' . ,- 'KT- r AK n'] A TT?
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29. Upon the Effective Date, Lead Plaintiff, all Class Members and anyone claiming
through or on behalf of any of them, are forever barred and enjoined from commencing,
instituting, prosecuting or continuing to prosecute any action or other proceeding in any court of
law or equity, arbitration tribunal, administrative forum, or other forum of any kind, asserting
against any of the Released Parties, and each of them, any of the Released Claims.
30. As of the Effective Date, excepting claims arising out of the Settlement, the
Defendants and the Released Parties agree to release all claims which arise out of the filing,
prosecution, maintenance or resolution of the Action, as defined in Paragraph 1.1. hereof, whether
those claims are known or unknown, asserted or unasserted, against Lead Plaintiff, Class
Members, Lead Counsel and plaintiffs' counsel. Nothing in this Stipulation is intended to either
alter in any way any of the Individual Defendants' indemnification rights arising under law or by
contract with the Company or affect any agreement between any of the Individual Defendants and
the Company.
Effect of Disapproval , Cancellation or Termination of Agreement
31. If the Court does not enter the Judgment substantially in the form provided for in
Exhibit E, or if the Court enters the Judgment and appellate review is sought and on such review,
the entry of Judgment is vacated, substantially modified, or reversed, then this Stipulation shall be
cancelled and terminated, unless all Parties who are adversely affected thereby, in their sole
discretion, within thirty (30) days from the date of the mailing of such ruling to such Parties,
provide written notice to all other Parties of their intent to proceed with the Settlement under the
terms of the Judgment as it may be modified by the Court. Such notice may be provided on behalf
of Lead Plaintiff and Class Members by Lead Counsel. No Party shall have any obligation
whatsoever to proceed under any terms other than provided for and agreed to herein. If any Party
engages in a material breach of the terms hereof, any other Party, provided that it is in substantial
compliance with the terms of this Stipulation, may terminate this agreement as to the other Party
on notice to the breaching Party. Simultaneously herewith, Co-Lead Counsel and Defendants'
Counsel are executing a "Supplemental Agreement" setting forth certain conditions under which
this Stipulation may be terminated by the Company if potential Class Members who purchased or
STIPULATION OF SETTLEMENTn, r, - NT- r (14 A 7 A 4 TV
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acquired above a certain threshold number of the outstanding securities of the Company during the
Class Period opt out of the Class. The Supplemental Agreement shall not be filed with the Court
unless a dispute arises as to its terms. In the event the Company terminates this Stipulation
pursuant to the Supplemental Agreement, this Stipulation shall be come null and void and of no
further force and effect and the provisions of Paragraph 32 shall apply.
32. In the event this Stipulation is terminated or cancelled, or fails to become effective
pursuant to paragraph 31 above, then within ten (10) business days after written notice is sent by
Lead Counsel or by Rambus' Counsel to all Parties, the balance of the Notice and Administration
Fund, less any funds paid or expenses incurred but not yet paid, any cash deposited by Rambus
into the Escrow Account, and any funds received by Lead Counsel pursuant to paragraphs 14-18
or 24.2 hereof, shall be refunded to Rambus, including interest accrued. In such event, the Parties
shall be deemed to have reverted nunc pro tunc to their respective status as of the date and time
immediately before the execution of this Stipulation, and they shall proceed in all respects as if
this Stipulation and related orders had not been executed and without prejudice in any way from
the negotiation, fact or terms of this Settlement.
Miscellaneous Provisions
33. All of the Exhibits attached hereto are hereby incorporated by reference as though
fully set forth herein.
34. This Stipulation may be amended or modified only by a written instrument signed
by counsel for all Parties or their successors-in-interest.
35. Neither the Stipulation nor the Settlement, nor any act performed or document
executed pursuant to or in furtherance of the Stipulation or the Settlement: (1) is or may be
deemed to be, or may be used as an admission or evidence of, the validity of any Released Claim
or of any wrongdoing or liability of any of the Defendants; or (2) is or may be deemed to be, or
may be used as an admission or evidence of, any fault or omission of any of the Defendants in any
civil, criminal or administrative proceeding in any court, administrative agency or other tribunal,
other than in such proceedings as may be necessary to consummate or enforce the Stipulation, the
Settlement or the Judgment.
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36. The Parties intend the Settlement to be a final and complete resolution of all
disputes asserted or which could be asserted by Class Members against the Released Parties with
respect to the Released Claims. The Parties agree that the amount paid and the other terms of the
Settlement were negotiated at arm's-length and in good faith by the Parties, and reflect a
settlement that was reached voluntarily based upon adequate information and sufficient discovery,
and after consultation with experienced legal counsel.
37. To the extent permitted by law, all agreements made and orders entered during the
course of the Action relating to the confidentiality of information shall survive this Stipulation.
38. The waiver by one Party of any breach of this Stipulation by any other Party shall
not be deemed a waiver of any other prior or subsequent breach of this Stipulation.
39. This Stipulation and its Exhibits constitute the entire agreement among the Parties,
and no representations, warranties or inducements have been made to any Party concerning this
Stipulation or its Exhibits, other than the representations, warranties and covenants contained and
memorialized in such documents.
40. In the event that there exists a conflict or inconsistency between the terms of this
Stipulation and the terms of any Exhibit hereto, the terms of this Stipulation shall prevail.
41. All recitals contained in this Stipulation are incorporated into and deemed to be part
of the substantive provisions hereof as if fully set forth therein.
42. This Stipulation may be executed in one or more counterparts. All executed
counterparts and each of them shall be deemed to be one and the same instrument provided that
counsel for the Parties shall exchange among themselves original signed counterparts.
43. The Parties and their respective counsel of record agree that they will use their best
efforts to obtain all necessary approvals of the Court required by this Stipulation.
44. Each counsel signing this Stipulation represents that such counsel has authority to
sign this Stipulation on behalf of his or her clients.
45. This Stipulation shall be binding upon and shall inure to the benefit of the
successors and assigns of the Parties, including any and all Released Parties and any corporation,
STIPULATION OF SETTLEMENTr A - XT- r (1c AI Ac T1
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partnership, or other entity into or with which any party hereto may merge, consolidate or
reorganize.
46. Notices required by this Stipulation shall be submitted either by any form of
overnight mail or in person to a Parties' counsel as set forth in the signature blocks at the end of
this Stipulation.
47. All terms of this Stipulation and the Exhibits hereto shall be governed by and
interpreted according to the substantive laws of the State of California and without regard to its
choice of law rules.
48. All Parties to this Stipulation shall be subject to the jurisdiction of the United States
District Court for the Northern District of California for all purposes related to this Action and this
Stipulation.
STIPULATION OF SETTLEMENTr. r,n 'KT- me AIAL TT.
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IN WITNESS WHEREOF, the Parties hereto have caused this Stipulation to be executed,
by their duly authorized attorneys, as of the date first mentioned above.
Dated: 1M \ fth Y , 2008
Dated: , 2008
WILSON SONSINI GOODRICH & ROSATIProfessional CorporationBoris FeldmanDouglas J. ClarkIgnacio E. Salceda
By:
Attorneys for Defendants Rambus Inc.,Harold Hughes, Mark Horowitz, P. MichaelFarmwald and Kevin Kennedy
By:
Howard T. Longman (Admitted Pro Hac Vice)[email protected] BrodySTULL, STULL & BRODY6 East 45th St.New York, NY 10017Tel: (212) 687-7230Fax: (212) 490-2022
Timothy J. BurkeSTULL, STULL & BRODY10940 Wilshire Boulevard, Suite 2300Los Angeles, CA 90024Tel: (310) 209-2468Fax: (310) 209-2087
Gary S. Graifman(Admitted Pro Hac Vice)[email protected], GOLDHAMER &GRAIFMAN P.C.747 Chestnut Ridge Road.Chestnut Ridge, New York 10977Tel: (845) 356-2570Fax: (845) 356-4335
Co-Lead Counsel for Plaintiffs
STIPULATION Of SETT LEMENT -23-CAsr No. C-06-4346 .IF
Case 5 : 06-cv-04346-JF Document 172 Filed 03/04/2008 Page 24 of 30
1 IN WITNESS WHEREOF, the Parties hereto have caused this Stipulation to be executed,
2 by their duly authorized attorneys, as of the date first mentioned above.
3
4 Dated: , 2008 WILSON SONSINI GOODRICH & ROSATIProfessional Corporation
5 Boris FeldmanDouglas J. Clark
6 Ignacio E. Salceda
7By:
8Attorneys for Defendants Rambus Inc.,
9 Harold Hughes, Mark Horowitz, P. MichaelFarmwald and Kevin Ken y
18 Donald P. Gagliardi303 Almaden Blvd., Suite 500
19 San Jose, CA 95110-2712Telephone: (408) 29-1,-6200
20 Facsimile: (408) 7 00
21 By:D a .Gagliardi
22Attorneys for Defendant David Mooring
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STIPULATION OF SETTLEMENT _24-CASE No. C-06-4346 JF
Case 5:06-cv-04346-J F
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Dated: '*i'ch 1 , 2008
Dated: 12008
STIPULATION OF SETTLEMENTCASE No. C-06-4346 JF
IRELL AND MANELLA LLPDavid SiegelMartin N. GelfandJohn C. HuestonGarland KelleyAlexander Karpman1800 Avenue of the Stars, Suite 900Los Angeles, CA 90067Telephone: (310) 277-1010Facsimile: (310) 203-7199
IaK
By: O 5^David Si el
Attorneys for Defendant Geoff Tate
FENWICK & WEST LLPSusan S. Muck555 California Street , 12th FloorSan Francisco , CA 94104Telephone : (415) 875-2300Facsimile : (415) 281-1350
-and-
Jay L. PomerantzFelix S. LeeSilicon Valley Center801 California StreetMountain View, CA 94041Telephone : (650) 988-8500Facsimile (650) 938-5200
By:
Attorneys for Defendant Robert K. Eulau
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Dated: , 2008
Dated : ^l r̂ cart , 2008
STIPULATION OF SEYrLEMENTCASE No. C-06-4346 JF
IRELL AND MANELLA LLPDavid SiegelMartin N. GelfandJohn C . HuestonGarland KelleyAlexander Karpman1800 Avenue of the Stars, Suite 900Los Angeles , CA 90067Telephone : (310) 277-1010Facsimile : (310) 203-7199
By:David Siegel
Attorneys for Defendant Geoff Tate
FENWICK & WEST LLPSusan S. Muck555 California Street , 12th FloorSan Francisco , CA 94104Telephone: (415) 875-2300Facsimile : (415) 281-1350
-and-
Jay L. PomerantzFelix S. LeeSilicon Valley Center801 California StreetMountain View, CA 94041Telephone: (650) 988-8500Facsimile (650) 938-5200
By:
Attorneys for Defendant Robert K. Eulau
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Dated: .2008
S'ni,w AlION OF SETTLEMENTCASE No. C-06-4346 JF
DAVIS POLK & WARDWELL
James H.R. Windels (admitted pro hac vice)Cheryl T. Viirand450 Lexington AvenueNew York, NY 10017Telephone: (212) 450-4000Facsimile: (212) 450-3800
-and-
Anthony I, FenwickJill Zimmerman1600 El Camino RealMenlo Park, CA 94025Telephone: (650) 752-2000Facsimile (650) 752-2111
By: M UMAJJames H.R. Windels
Attorneys for DefendantPricewaterhouseCoopers LLP
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5:06-cv-04346-JF Document 172-2 Filed 03/04/2008 Page 1 of 10
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UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
IN RE RAMBUS INC. SECURITIESLITIGATION
This Document Relates To:All Actions
MASTER FILE NO.: C-06-4346 JF
PRELIMINARY APPROVAL ORDER
Lead Plaintiff, Ronald L. Schwarcz ("Lead Plaintiff ), on behalf of himself and each of
the proposed Class Members, and Defendants Rambus Inc., Harold Hughes, Mark Horowitz, P.
Michael Farmwald, Kevin Kennedy, William H. Davidow, Bruce Dunlevie, Charles Geschke,
John D. Danforth, David Mooring, Geoff Tate, Robert K. Eulau and PricewaterhouseCoopers
LLP (collectively, referred to as the "Defendants ), have entered into a settlement of the claims
asserted in the class actions consolidated in the above-caption action (the "Action ), the terms of
which are set forth in a Stipulation of Settlement dated as of February 29, 2008 (the
"Stipulation ).
The Parties have moved, pursuant to Rule 23(e) of the Federal Rules of Civil Procedure,
for an Order to approve the proposed settlement of the Action, in accordance with the
Stipulation, for dismissal of the Action and Underlying Actions with prejudice, certification by
PRELIMINARY APPROVAL ORDER
CASE No. C-06-4346 JF
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the Court of the Class in the Action solely for purposes of settlement, and providing notice to
Class Members; and
The Court having read and considered the Stipulation, the proposed Notice of Settlement
of Class Action, the proposed Summary Notice of Settlement of Class Action, the proposed Plan
of Allocation of Net Settlement Fund, the proposed form of the Proof of Claim and Release, and
the proposed forms of Judgment and Orders relating to the Settlement, and finding that
substantial and sufficient grounds exist for entering this Order;
IT IS HEREBY ORDERED:
1. For the purposes of this Order, the Court adopts all defined terms as set forth in
the Stipulation. Any inconsistencies between the Stipulation and Notice of Settlement will be
controlled by the language of the Stipulation.
2. The Court preliminarily approves the Settlement, as reflected in the Stipulation,
as being fair, just, reasonable and adequate, pending a final hearing on the Settlement.
3. Pending final determinations of whether the Settlement should be approved and
the Judgment entered, Lead Plaintiff agrees not to either directly, representatively, or in any
other capacity, commence or prosecute or cause anyone, including any member of the proposed
Class, to commence or prosecute against any of the Released Parties any action or proceeding in
any court or tribunal asserting any of the Released Claims.
CLASS CERTIFICATION
4. The Action is conditionally certified for settlement purposes as a class action
pursuant to Rules 23(a) and 23(b)(3) of the Federal Rules of Civil Procedure on behalf of a
class consisting of all Persons who purchased the common stock or call options of Rambus, or
sold put options of Rambus, between December 4, 2001, and July 18, 2006, inclusive and who
were damaged thereby. Excluded from the Class are all defendants, members of the immediate
family of each Individual Defendant, any entity in which any Defendant has a controlling
interest, officers and directors of the Company during the Class Period, and the legal
representatives, heirs, predecessors, successors and assigns of any such excluded party. Also
PRELIMINARY APPROVAL ORDER
CASE No. C-06-4346 JF
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excluded from the Class are any Persons who exclude themselves by filing a request for
exclusion in accordance with the requirements set forth in the Notice.
5. The Court has determined preliminarily and for the purpose of settlement that (a)
the Class is so numerous that joinder of all members is impracticable; (b) there are questions of
law and fact common to the Class that, as to the Settlement and all related matters, predominate
over any individual questions; (c) the claims or defenses of Lead Plaintiff are typical of the
claims or defenses of the Class; (d) Lead Plaintiff will fairly and adequately protect and
represent the interests of the Class; and (e) a class action is superior to other available methods
for the fair and efficient adjudication of this controversy.
NOTICE
6. Lead Plaintiff shall cause notice of the proposed Settlement, the hearing on the
proposed Settlement, the request for approval of the Plan of Allocation of Net Settlement Fund,
and Lead Counsel's application for an award of attorneys' fees and reimbursement of expenses
to be provided to Class Members as follows:
a. Within 10 days of the date of this Order, a copy of the Notice of Settlement of
Class Action (the "Settlement Notice ), together with a copy of the Proof of Claim and Release
form (the "Proof of Claim ), substantially in the form annexed to the Stipulation as Exhibits C
and D, respectively, shall be mailed by first class mail, postage prepaid, to all Class Members at
the address of each such person as set forth in the records of Rambus or its transfer agent; or
who otherwise may be identified through further reasonable effort; and
b. A Summary Notice of Settlement of Class Action (the "Summary Notice )
substantially in the form annexed to the Stipulation as Exhibit B shall be published in the
national edition of The Wall Street Journal.
7. The Court approves the form of Notice of Settlement, Summary Notice (together,
the "Notices ) and Proof of Claim and finds that the procedures established for publication,
mailing and distribution of such Notices substantially in the manner and form set forth in
paragraph 6 of this Order meet the requirements of Rule 23 of the Federal Rules of Civil
Procedure and due process , and constitute the best notice practicable under the circumstances.
-3- 31329991PRELIMINARY APPROVAL ORDER
CASE No. C-06-4346 JF
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8. The costs of notification to Class Members of the Settlement, including printing,
mailing and publication of all required notices, shall be paid out of the Settlement Fund. In
accordance with the Stipulation, Lead Counsel may draw up to $100,000 from the Settlement
Fund to pay the costs of notice and settlement administration.
9. Five (5) days before the date fixed by this Court for the Final Approval Hearing,
Lead Counsel shall cause to be filed with the Clerk of this Court affidavits or declarations of
the person or persons under whose general direction the mailing of the Settlement Notice and
the publication of the Summary Notice shall have been made, showing that such mailing and
publication have been made in accordance with this Order. All papers in support of the
Proposed Settlement, including any application by Co-Lead Counsel for the Class for
attorneys' fees and expenses and for approval of the Plan of Allocation shall be filed and served
at least five (5) business days before the Settlement Hearing.
10. All nominees who hold or held Rambus common stock or options for beneficial
owners who are Class Members are directed to forward the Notice and Proof of Claim to such
beneficial owners or, in the alternative, to supply the names and addresses of such beneficial
owners to the Claims Administrator as set forth in the Notice.
11. Lead Counsel are authorized and directed to prepare any tax returns required to
be filed on behalf of the Settlement Fund and to cause any taxes due and owing to be paid from
the Settlement Fund.
HEARING; RIGHT TO BE HEARD
12. There shall be a hearing (the "Final Approval Hearing") on
2008 at in. in the United States District Court for the Northern District of
California, United States Courthouse, 280 South 1st Street, San Jose, California 95113 (a) to
finally certify the Class as defined herein (b) to determine whether the Settlement of the Action
is fair, reasonable, and adequate and in the best interests of the Class and should be finally
approved by the Court; (c) to determine whether or not the Final Judgment as provided in the
Stipulation should be entered in the Action, inter alia, dismissing the Action with prejudice
against the Class and all of its individual members and extinguishing and releasing all Released
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PRELIMINARY APPROVAL ORDER
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Claims as defined in the Stipulation,; (d) to consider the Plan of Allocation for the distribution
of the Net Settlement Fund; (e) to consider the application of Lead Counsel for an award of
attorneys' fees and reimbursement of expenses to be paid from the Settlement Fund; and (f) to
hear and rule on such other matters as the Court may deem appropriate.
13. The Court reserves the right to adjourn the Final Approval Hearing, including
consideration of the application for an award of attorneys' fees, and reimbursement of expenses
set forth above, without further.
14. The Court reserves the right to approve the Settlement at or after the Final
Approval Hearing with such modifications as may be consented to by the Parties to the
Stipulation and without further notice to the members of the Class. The Court further reserves
the right to enter its Final Judgment as provided in the Stipulation, inter alia, dismissing the
Action and Underlying Actions with prejudice as to Defendants and the Lead Plaintiff, all
members of the Class and each of them, and their respective representatives, trustees,
predecessors, successors, parents, subsidiaries, divisions, heirs, and assigns, and order the
payment of attorneys' fees and reimbursement of expenses to attorneys for the Class, all
without further notice to the Class.
15. At the Final Approval Hearing, any member of the Class who desires to do so
may appear personally or by counsel, provided that a notice of appearance is served and filed as
hereinafter provided, and show cause, if any,
(a) why the Settlement should not be approved as fair, reasonable, and in the
best interests of the Class;
(b) why an Order and Final Judgment should not be entered as provided for in
the Stipulation, inter alia,
(i) dismissing with prejudice the Action and Underlying Actions and all
claims, rights, causes of action, suits, matters and issues, known or unknown, that have been or
could have been asserted in the Action or any other action that has or could have been brought in
this or any other forum, including the Underlying Actions, by the Lead Plaintiff or by any
member of the Class, whether individually or in any other capacity, against any of the Released
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PRELIMINARY APPROVAL ORDER
CASE No. C-06-4346 JF
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Parties, including, but not limited to the Released Claims, except for claims relating to any
party's alleged failure to comply with the terms and conditions of the Stipulation, shall be
compromised, settled, released and dismissed with prejudice and without costs to either party,
except as provided in the Stipulation;
(ii) permanently barring any institution or prosecution by any Class
member, either directly or in any other capacity, of any action asserting any claim, right or cause
of action, including Unknown Claims, that has been or could have been asserted in the Action or
Underlying Actions;
(c) why the Court should not approve the Plan of Allocation for the
distributions of the Net Settlement Fund; or
(d) why the Court should not grant an allowance of reasonable fees to the
attorneys for the Class for their services and disbursements incurred, to be paid from the
Settlement Fund; provided, however, that unless the Court in its discretion otherwise directs, no
member of the Class or any other person (excluding a party) shall be heard or shall be entitled to
contest any of these matters and no papers, briefs, pleadings, or other documents submitted by
any member of the Class or any other person (excluding a party) shall be received and
considered, except by Order of the Court for good cause shown, unless, no later than fourteen
(14) business days prior to the Final Approval Hearing the following documents are served and
filed in the manner provided below:
(i) a Notice of Intention to Appear;
(ii) a detailed statement of such person's specific objections to any
matter before the Court;
(iii) proof of membership in the Class; and
(iv) the grounds for such objections and any reasons why such person
desires to appear and be heard, as well as all documents and writings which such person desires
the Court to consider. Such documents shall be filed with the Clerk of the Court, United States
District Court for the Northern District of California, 280 South 1st Street, San Jose, California
95113, and served by overnight mail or hand delivery upon the following counsel:
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PRELIMINARY APPROVAL ORDER
CASE No. C-06-4346 JF
5:06-cv-04346-JF Document 172-2 Filed 03/04/2008 Page 7 of 10
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COUNSEL FOR LEAD PLAINTIFFHoward T. Longman Gary S. GraifmanStull, Stull & Brody Kantrowitz, Goldhamer & Graifman, P.C.6 East 45th Street Suite 200, 747 Chestnut Ridge Road
New York, NY 10017 Chestnut Ridge NY 10977-6216COUNSEL FOR RAMBUSDEFENDANTS
Boris FeldmanDouglas J. ClarkIgnacio E . Salceda
Wilson Sonsini Goodrich & Rosati650 Page Mill Road
Palo Alto, California 94304-1050
16. Unless the Court otherwise directs, no member of the Class or other person shall
be entitled to object to the Settlement, or to the Final Judgment to be entered herein, or to the
Plan of Allocation or to Lead Counsel's application for attorneys' fees and reimbursement of
expenses, except by serving and filing written objections as described above. Any person who
fails to object in the manner prescribed above shall be deemed to have waived such objection in
this or any other action or proceeding and shall be bound by all the terms and provisions of the
Stipulation and by all proceedings, orders, and judgments in the Action.
17. Any Class member who wishes to be excluded from the Class must make such
exclusion in writing and include:
i. name;
ii. address;
iii. telephone number; and
iv. documentation verifying membership in the Class, including all purchases and
sales of securities of Rambus during the Class Period.
18. Such request for exclusion must be filed with the Court, served on counsel for the
parties as set forth in paragraph 15 above, and mailed by first-class postage pre-paid to the
Claims Administrator designated by Lead Counsel no later than fourteen (14) business days
prior to the Final Approval Hearing Date.
PRELIMINARY APPROVAL ORDER
CASE No. C-06-4346 JF
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19. Any Class Member who does not timely and validly request exclusion from the
Class shall be bound by all determinations and judgments in the Action, whether favorable or
unfavorable and regardless of whether such Class Member executes and delivers a Proof of
Claim.
20. Any Class Member who wishes to participate in the Settlement must complete
and submit a Proof of Claim in accordance with the instructions contained therein. Unless
otherwise ordered by the Court, all Proof of Claim Forms must be completed and submitted no
later than , 2008. Unless otherwise ordered by the Court, any Class
Member who does not complete and submit a valid Proof of Claim within the time provided
shall be barred from sharing in the distribution of the Net Settlement Fund.
21. The Court shall consider the Plan of Allocation and the Fee and Expense
Application separately from the Court's consideration of the fairness, reasonableness and
adequacy of the settlement set forth in the Stipulation, and any order or proceedings relating to
the Fee and Expense Application or the Plan of Allocation, or any appeal from any orders
relating thereto or reversal or modification thereof, shall not operate to terminate or cancel the
Stipulation, or affect or delay the finality of the Judgment approving the Stipulation and the
settlement of the Action set forth therein.
22. Upon the Effective Date, all Released Claims that have been or could have been
asserted against the Released Parties in the Action or any other action that has or could have
been brought in this or any other forum, including the Underlying Actions, by the Lead
Plaintiff or by any member of the Class, as defined herein (except those who validly exclude
themselves from the Class), shall be compromised, settled, released and dismissed with
prejudice and without costs to any Party, except as otherwise set forth herein.
23. If the Settlement provided for in the Stipulation shall be approved by the Court
following the Final Approval Hearing, an Order and Final Judgment shall be entered as
described in the Stipulation.
24. If the Stipulation is not approved by the Court, is terminated or is voided by the
Defendants or Lead Plaintiff in accordance with the Stipulation or shall not become Effective,
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PRELIMINARY APPROVAL ORDER
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this Action shall proceed, completely without prejudice to any Party as to any matter of law or
fact, as if the Stipulation had not been made and had not been submitted to the Court (except as
provided in the Stipulation), and neither the Stipulation nor any provision contained in the
Stipulation nor any action undertaken pursuant thereto nor the negotiation thereof by any party
shall be deemed a presumption, concession or admission by any Defendant in the Action of any
fault, liability, or wrongdoing as to the facts or claims alleged or asserted in the Action, or any
other actions or proceedings, and shall not be offered or received in evidence or otherwise used
by any Person in the Action or interpreted, construed, deemed, invoked in any other action or
proceeding, whether civil, criminal, or administrative. Certification of the Class for purposes
of the Settlement shall not constitute certification of the Class for any other purposes.
25. Neither the Stipulation nor the settlement contained therein, nor any act
performed nor document executed pursuant to or in furtherance of the Stipulation or the
settlement; (a) is or may be deemed to be or may be used as an admission of, or evidence of,
the validity of any Released Claim, or of any wrongdoing or liability of the Defendants or the
Released Parties; or (b) is or may be deemed to be or may be used as an admission of, or
evidence of, any fault of omission of any of the Defendants or the Released Parties in any civil,
criminal or administrative proceeding in any court, administrative agency or other tribunal.
26. All funds held by the Escrow Agent shall be deemed and considered to be in
custodia legis of the Court and shall remain subject to the jurisdiction of the Court until such
time as funds shall be distributed pursuant to paragraph 24 of the Stipulation, the Plan of
Allocation, and/or further order from the Court; provided that it is understood that the funds
used for notice and administration,as provided for in the Stipulation shall be non-refundable in
the event the Settlement is not approved.
PRELIMINARY APPROVAL ORDER
CASE No. C-06-4346 JF
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27. The Court hereby retains jurisdiction to consider all further applications arising
out of or connected with the proposed Settlement.
Dated: , 2008
Jeremy Fogel
United States District Judge
PRELIMINARY APPROVAL ORDER
CASE No. C-06-4346 JF
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Case 5:06-cv-04346-JF Document 172-3 Filed 03/04/2008 Page 1 of 2
UNITED STATES DISTRICT COURTNORTHERN DISTRICT OF CALIFORNIA
IN RE RAMBUS INC. SECURITIESLITIGATION
MASTER FILE NO.: C-06-4346 JF
This Document Relates To: )All Actions )
SUMMARY NOTICE OF PROPOSED SETTLEMENT, SETTLEMENT FAIRNESSHEARING AND MOTION FOR ATTORNEYS' FEES AND REIMBURSEMENT
OF LITIGATION EXPENSES
TO: ALL PERSONS OR ENTITIES WHO PURCHASED COMMON STOCKAND/OR CALL OPTIONS OF RAMBUS INC., OR SOLD PUT OPTIONSOF RAMBUS, BETWEEN DECEMBER 4, 2001 AND JULY 18, 2006,INCLUSIVE, AND WERE DAMAGED THEREBY (THE "CLASSPERIOD") (THE "CLASS").
YOU ARE HEREBY NOTIFIED that the above-captioned action has been certified as a
class action for purposes of a proposed settlement valued at $18,000,000 (eighteen million
dollars) in cash, plus interest including an additional amount of interim interest of $333,313. A
hearing will be held before the Honorable Jeremy Fogel in the United States District Court for
the Northern District of California, 280 South 1st Street, San Jose, CA 95113 at on
2008 to determine whether the proposed Settlement and Plan of Allocation should be
approved by the Court as fair , reasonable , and adequate and to consider the application of Lead
Counsel for attorneys' fees and reimbursement of litigation expenses.
IF YOU ARE A MEMBER OF THE CLASS DESCRIBED ABOVE, YOUR RIGHTS
MAY BE AFFECTED BY THE SETTLEMENT AND YOU MAY BE ENTITLED TO SHARE
IN THE SETTLEMENT FUND. If you have not yet received the Notice of Proposed
Settlement, Settlement Fairness Hearing and Motion for Attorneys' Fees and Reimbursement of
Litigation Expenses and the Proof of Claim and Release (collectively, the "Notice ), you may
obtain copies by contacting the Claims Administrator at: Rambus Securities Litigation, c/o
Case 5:06-cv-04346-JF Document 172-3 Filed 03/04/2008 Page 2 of 2
Berdon Claims Administration LLC, P.O. Box 9014, Jericho , NY 11953-8914; by fax: (516)
931-0810; or by phone: (800) 766-3330. Copies of the Notice may also be downloaded from
www.berdonclaims.com. If you are a Class Member, in order to be eligible to share in the
distribution of the Net Settlement Fund, you must mail your completed and signed claim form by
first-class mail postmarked no later than , 2008 , establishing that you are
entitled to a recovery. You will be bound by any judgment entered in the Action whether or not
you make a claim.
If you desire to be excluded from the Class, you must file a request for exclusion
postmarked no later than , 2008, in the manner and form explained in the
Notice. All Class Members who do not request exclusion from the Class will be bound by any
judgment entered in the Action.
Any objection to the proposed Settlement, Plan of Allocation or application for attorneys'
fees and reimbursement of litigation expenses must be filed with the Court and delivered to
counsel for the parties no later than , 2008 in the manner and form set forth in the
Notice.
PLEASE DO NOT CONTACT THE COURT OR THE CLERK'S OFFICE
REGARDING THIS NOTICE. Inquiries , other than requests for the Notice may be made to
Lead Counsel:
Howard T. LongmanStull, Stull & Brody6 East 45th StreetNew York, NY 10017Tel.: 212.687.7230Fax: 212.490.2022E-mail: tsvi(abaol.com
Gary S. GraifmanKantrowitz, Goldhamer & Graifman, P.C.747 Chestnut Ridge RoadChestnut Ridge, NY 10977Tel.: 845-356-2570Fax: 845-356-4335E-mail: Ggraifman(&,kgglaw.com
Dated: , 2008 By Order of the Court
2
Case 5:06-cv-04346-JF Document 172-4 Filed 03/04/2008 Page 1 of 37
UNITED STATES DISTRICT COURTNORTHERN DISTRICT OF CALIFORNIA
IN RE RAMBUS INC. SECURITIES )LITIGATION )
Master File No.: C-06-4346-JF
This Document Relates To: )All Actions )
NOTICE OF PROPOSED SETTLEMENT, SETTLEMENT FAIRNESSHEARING AND MOTION FOR ATTORNEYS' FEES AND
REIMBURSEMENT OF LITIGATION EXPENSES
IF YOU PURCHASED THE COMMON STOCK AND/OR CALL
OPTIONS OF RAMBUS, OR SOLD PUT OPTIONS OF RAMBUS INC.
("RAMBUS" OR THE "COMPANY"), BETWEEN DECEMBER 4, 2001,
AND JULY 18, 2006, INCLUSIVE, AND WERE DAMAGED THEREBY
(THE "CLASS"), YOU COULD GET A PAYMENT FROM THE CLASS
ACTION SETTLEMENT DESCRIBED BELOW.
A Federal Court authorized this Notice. This is not a solicitation from a lawyer.
THIS NOTICE EXPLAINS IMPORTANT RIGHTS YOU MAY HAVE,
INCLUDING YOUR POSSIBLE RECEIPT OF CASH FROM THE
SETTLEMENT. YOUR LEGAL RIGHTS ARE AFFECTED WHETHER
YOU DO OR DO NOT ACT. ACCOMPANYING THIS NOTICE IS A
PROOF OF CLAIM AND RELEASE ("PROOF OF CLAIM" OR "CLAIM
FORM"). IN ORDER TO PARTICIPATE IN THE SETTLEMENT, YOU
MUST MAIL THE COMPLETED, AND SIGNED CLAIM FORM BY
FIRST-CLASS MAIL, POSTMARKED NO LATER THAN
2008, ADDRESSED TO THE CLAIMS ADMINISTRATOR AT:
Case 5:06-cv-04346-JF Document 172-4 Filed 03/04/2008 Page 2 of 37
1. Statement of Plaintiff Recovery : This Notice relates to a proposed settlement (the
"Settlement ) of a class action lawsuit filed against Rambus Inc., Harold Hughes, Mark
Horowitz, P. Michael Farmwald, Kevin Kennedy, William H. Davidow, Bruce Dunlevie, Charles
Geschke, John D. Danforth, David Mooring, Geoff Tate, Robert K. Eulau and
PricewaterhouseCoopers LLP ("Defendants ). The total value of the Settlement with the
Defendants is $18,000,000 (eighteen million dollars) in cash, plus an additional amount of
interest of $333,313 (which is interest through March 6, 2008) and also interest earned through
the time of distribution to Class Members. In particular, the Settlement will create a Settlement
Fund to pay claims of investors who purchased the common stock or call options of Rambus, or
sold put options of Rambus, between December 4, 2001, and July 18, 2006, inclusive, and were
damaged thereby. The Net Settlement Fund (the Settlement Fund less Notice and Administration
Costs and Attorneys' Fees and Litigation Expenses awarded to Plaintiffs' Counsel) will be
distributed in accordance with a plan of allocation (the "Plan of Allocation ). Lead Plaintiff's
damages expert estimates that approximately 69,000,000 shares of the Company were traded
during the Class Period, which may have been damaged as a result of the allegedly wrongful
conduct. Thus, assuming that the owners of all affected shares elect to participate, the average
per share recovery from the Settlement Fund would be approximately $0.26 per damaged share.
Option traders should review the Plan of Allocation, set out below, for their personal
recovery.
2QUESTIONS? CALL (800) 766-3330 OR VISIT WWW.BERDONCLAIMS.COM
Case 5:06-cv-04346-JF Document 172-4 Filed 03/04/2008 Page 3 of 37
2. Reasons for the Settlement : The Settlement resolves claims against the
Defendants over whether they violated federal securities laws for allegedly false and
misleading public statements. However, the Settlement should not be construed as an
admission of wrongdoing by the Defendants. In light of the amount of the Settlement and
the immediacy of recovery to the Class, Lead Plaintiff believes that the proposed
Settlement is fair, reasonable and adequate, and in the best interests of the Class. Lead
Plaintiff believes that the Settlement provides a substantial benefit, namely $18,000,000
(eighteen million dollars) in cash, plus an additional amount of interest of $333,313
(which is interest through March 6, 2008) and also interest earned through the time of
distribution to Class Members (less the various deductions described in this Notice), as
compared to the risk that all or some of the claims in this action could have been dis-
missed in response to Defendants' pending motions to dismiss or a similar, smaller, or no
recovery would be achieved after a trial and appeals, possibly years in the future, in
which the Defendants would have the opportunity to assert substantial defenses to the
claims asserted against them.
3. Statement of Average Amount of Damages Per Share : The settling parties
do not agree on the average amount of damages that would be recoverable if Lead
Plaintiff were to prevail on the claims asserted against the Defendants. The settling
parties disagree on, among other things: (a) the amount of inflation, if any, allegedly
caused by the alleged misrepresentations and omissions; (b) whether the alleged
misrepresentations and omissions were material to investors; and (c) the percent of
responsibility, if any, of each of the Defendants for the alleged misrepresentations and
omissions.
3QUESTIONS? CALL (800) 766-3330 OR VISIT WWW.BERDONCLAIMS.COM
Case 5:06-cv-04346-JF Document 172-4 Filed 03/04/2008 Page 4 of 37
4. Statement of Attorneys' Fees and Expenses Sought : Lead Counsel (as
defined in paragraph 5) intend to apply for an award of attorneys' fees on behalf of all
plaintiffs' counsel not to exceed twenty-five percent (25%) of the Settlement Fund. In
addition, Lead Counsel intend to apply for reimbursement of Litigation Expenses paid
and incurred in connection with the prosecution and resolution of the claims against the
Defendants, in an amount not to exceed $325,000. If the Court approves Lead Counsel's
application for attorneys' fees and reimbursement of Litigation Expenses, the average
cost per share will be approximately $0.065 (assuming all eligible owners file claims).
5. Identification of Attorneys ' Representatives : Any questions regarding the
Settlement should be directed to Lead Counsel:
Howard T. Longman, Esq.STULL, STULL & BRODY6 East 45th StreetNew York, NY 10017Tel: (212) 687-7230Fax: (212) 490-2202
Gary S. Graifman, Esq.KANTROWITZ, GOLDHAMER& GRAIFMAN, P.C.747 Chestnut Ridge Road, Suite 200Chestnut Ridge , NY 10977-6216Tel: (845 ) 356-2570Fax: (845 ) 356-4335
YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT
SUBMIT A CLAIM FORM NO The only way to get a payment.LATER THAN2008
EXCLUDE YOURSELF FROM Get no payment. This is the only option that allowsTHE CLASS NO LATER THAN you to ever be part of any other lawsuit against the
, 2008 Defendants with respect to the claims in this case.
OBJECT NO LATER THAN Write to the Court and explain why you do not like
9 2008 the Settlement.
GO TO THE HEARING ON Ask to speak in Court about the fairness of the Settle-, 2008 AND FILE A ment.
NOTICE OF INTENTION TOAPPEAR NO LATER THAN
92008
4QUESTIONS? CALL (800) 766-3330 OR VISIT WWW.BERDONCLAIMS.COM
Case 5:06-cv-04346-JF Document 172-4 Filed 03/04/2008 Page 5 of 37
DO NOTHING Get no payment . Give up your rights.
[END OF COVER PAGE]
QUESTIONS? CALL (800) 766-3330 OR VISIT WWW.BERDONCLAIMS.COM
Case 5:06-cv-04346-JF Document 172-4 Filed 03/04/2008 Page 6 of 37
WHAT THIS NOTICE CONTAINS
PAGE
Why Did I Get This Notice? ......................................................................................................
How Do I Know If I Am Part of the Settlement? ......................................................................
What Recovery Does the Settlement Provide? ..........................................................................
Why Is There a Settlement? .......................................................................................................
What Might Happen If There Were No Settlement? .................................................................
What Payment Are the Attorneys For the Class Seeking? ........................................................
What Is this Case About? What Has Happened So Far? ..........................................................
Why Have the Defendants Agreed to the Settlement? ...............................................................
What Led up to the Settlement? .................................................................................................
What Are the Reasons for the Settlement? ................................................................................
How Much Will My Payment Be?.............................................................................................
What Rights Am I Giving Up by Agreeing to the Settlement? .................................................
How Will the Lawyers Be Paid? ................................................................................................
How Do I Participate in the Settlement? What Do I Need to Do? ...........................................
What If I Do Not Participate in the Settlement? How Do I Exclude Myself? ..........................
When and Where Will the Court Decide Whether to Approve the Settlement?Do I Have to Come to the Hearing? May I Speak at the Hearing If I Don'tLike the Settlement? ..................................................................................................................
Special Notice to Brokers, Banks and Other Nominees ............................................................
Can I See the Court File? Whom Should I Contact If I Have Questions? ................................
6QUESTIONS? CALL (800) 766-3330 OR VISIT WWW.BERDONCLAIMS.COM
Case 5:06-cv-04346-JF Document 172-4 Filed 03/04/2008 Page 7 of 37
WHY DID I GET THIS NOTICE?
6. You or someone in your family may have purchased the common stock and/or
call options of Rambus, or sold put options of Rambus, between December 4, 2001, and
July 18, 2006, inclusive , and may have been damaged thereby. You are being sent this
Notice because, as a potential Class Member, you have a right to know about a proposed
settlement of certain claims in a class action lawsuit and your options before the Court
decides whether to approve the Settlement . If the Court approves the Settlement, after
objections and appeals are resolved, if any, a claims administrator approved by the Court
will make payments pursuant to the Settlement.
7. The Court in charge of this case is the United States District Court for the
Northern District of California, and the case is known as In re Rambus Inc. Securities
Litigation , Master File No. 06-CV-4346-JF.
8. This Notice explains the lawsuit, the Settlement, your legal rights, what
benefits are available, who is eligible for them, and how to get them. The purpose of this
Notice is to inform you of the terms of the proposed Settlement and to inform you of a
hearing to be held by the Court to consider the fairness , reasonableness , and adequacy of
the proposed Settlement and to consider the application for attorneys' fees and
reimbursement of Litigation Expenses (the "Final Approval Hearing ).
9. The Final Approval Hearing will be held at on , 2008, before
the Honorable Jeremy Fogel at the United States District Court for the Northern District
of California, 280 South 1st Street, San Jose , CA 95113, to determine : (a) whether the
proposed Settlement is fair, reasonable and adequate and should be approved by the
Court; (b) whether the claims against the Defendants should be dismissed with prejudice
7QUESTIONS? CALL (800) 766-3330 OR VISIT WWW.BERDONCLAIMS.COM
Case 5:06-cv-04346-JF Document 172-4 Filed 03/04/2008 Page 8 of 37
as set forth in the Stipulation; (c) whether the proposed Plan of Allocation is fair and
reasonable and should be approved; and (d) whether the application by Lead Counsel for
an award of attorneys' fees and reimbursement of expenses should be approved.
10. The issuance of this Notice is not an expression of the Court' s opinion on the
merits of any claim in the lawsuit, and the Court still has to decide whether to approve the
Settlement . If the Court approves the Settlement, payments will be made after appeals, if
any, are resolved and after the completion of all claims processing. Please be patient.
HOW DO I KNOW IF I AM PART OF THIS SETTLEMENT?
11. The class covered by this Settlement consists of all persons and entities who
purchased the common stock and/or call options of Rambus, or sold put options of
Rambus, between December 4, 2001, and July 18, 2006, inclusive, and who were
damaged thereby. Excluded from the Class are (a) the Defendants; (b) members of the
immediate family of each Individual Defendant; (c) any entity in which any Defendant
has a controlling interest; (d) any person who was an officer or director of the Company
during the Class Period; and (e) the legal representatives, heirs, successors or assigns of
any such excluded party. Also excluded from the Class is any person or entity that files a
request for exclusion in accordance with the requirements set forth in this Notice. See
below: "What if I Do Not Want to Participate in the Settlement? How Do I Exclude
Myself?
RECEIPT OF THIS NOTICE DOES NOT NECESSARILY MEAN
THAT YOU ARE A CLASS MEMBER OR ARE ENTITLED TO RECEIVE
PROCEEDS FROM THE SETTLEMENT. IF YOU WISH TO PARTICIPATE IN
THE SETTLEMENT, YOU MUST COMPLETE AND MAIL THE
8QUESTIONS? CALL (800) 766-3330 OR VISIT WWW.BERDONCLAIMS.COM
Case 5:06-cv-04346-JF Document 172-4 Filed 03/04/2008 Page 9 of 37
ACCOMPANYING CLAIM FORM TO THE CLAIMS ADMINISTRATOR,
POSTMARKED ON OR BEFORE , 2008.
WHAT RECOVERY DOES THE SETTLEMENT PROVIDE?
12. Rambus has agreed to pay $18,000,000.00 (eighteen million dollars) in cash
plus interest as described in paragraph 1 above, Attorneys' fees, and Litigation Expenses,
notification costs, and administration costs will be deducted from these settlement
proceeds, and the balance will be distributed to the Class.
13. The amount of any recovery will depend on a number of factors , including
when and for what price Class Members purchased and/or sold their securities of the
Company, and the total number of securities for which timely and valid claim forms are
submitted by Class Members ("Authorized Claimants ). See below: "How Much Will
My Payment Be?
14. Lead Plaintiff's damages expert estimates that approximately 69,000,000
shares of the Company were traded during the Class Period which may have been
damaged as a result of the allegedly wrongful conduct. Thus, assuming that the owners
of all affected shares elect to participate the average per share recovery from the
Settlement Fund would be approximately $0.26 per damaged share. Option traders
should review the Plan of Allocation, set out below, for their personal recovery.
15. Timing of Payment : Within ten (10) business days after entry of the
Court's Preliminary Approval Order, Rambus has agreed to pay $18,000,000 (eighteen
million dollars) in cash, plus interest as described above in paragraph 1 into the Escrow
Account.
9QUESTIONS? CALL (800) 766-3330 OR VISIT WWW.BERDONCLAIMS.COM
Case 5:06-cv-04346-JF Document 172-4 Filed 03/04/2008 Page 10 of 37
WHY IS THERE A SETTLEMENT?
16. Under the proposed Settlement, the Court will not decide in favor of either the
plaintiffs or the Defendants. By agreeing to a Settlement, both the plaintiffs and the
Defendants avoid the costs and risk of a trial, and the Class Members are compensated.
17. In light of the amount of the Settlement and the immediacy of recovery to the
Class Lead Plaintiff believes that the proposed Settlement is fair, reasonable and
adequate, and in the best interests of Class Members. Lead Plaintiff believes that the
Settlement provides a substantial benefit as compared to the risk that all or some of the
claims in this action could have been dismissed in response to Defendants' pending
motions to dismiss or similar, smaller, or no recovery would be achieved after a trial and
appeals, possibly years in the future, in which the Defendants would have the opportunity
to assert substantial defenses to the claims asserted against them.
WHAT MIGHT HAPPEN IF THERE WERE NO SETTLEMENT?
18. If there were no Settlement and Lead Plaintiff failed to establish any essential
legal or factual element of their claims, neither they nor the Class would recover anything
from the Defendants. Also, if the Defendants were successful in proving any of their
defenses, the Class likely would recover substantially less than the amount provided in
the Settlement, or nothing at all.
10QUESTIONS? CALL (800) 766-3330 OR VISIT WWW.BERDONCLAIMS.COM
Case 5:06-cv-04346-JF Document 172-4 Filed 03/04/2008 Page 11 of 37
WHAT PAYMENT ARE THE ATTORNEYS FOR THE CLASS SEEKING?
19. Plaintiffs' Counsel have not received any payment for their services in
pursuing claims against the Defendants on behalf of the Class, nor have they been
reimbursed for their considerable out-of-pocket expenses. Lead Counsel intend to apply
to the Court for an award of attorneys' fees on behalf of all Plaintiffs' Counsel not to
exceed twenty-five percent (25%) of the Settlement Fund. In addition, Lead Counsel
intend to apply for reimbursement of Litigation Expenses in an amount not to exceed
$325,000. If the application for attorneys' fees and reimbursement of Litigation
Expenses is approved by the Court, the average cost per share would be approximately
$.065. THE COURT HAS NOT EXPRESSED ANY OPINION ON THE
APPLICATION FOR ATTORNEYS' FEES AND REIMBURSEMENT OF
LITIGATION EXPENSES . See below: "How Will the Lawyers Be Paid?
WHAT IS THIS CASE ABOUT? WHAT HAS HAPPENED SO FAR?
20. On July 17, 2006, and thereafter, the following actions were filed in the
United States District Court for the Northern District of California (the "Court ):
Michael A. Bernstein Profit Sharing Plan v. Hughes, et al., No. C 06-4346 JF;
Maniglia v. Hughes, et al., No. C 06-4427 RS;
Olczak v. Rambus Inc., et al., No. C 06-4629 BZ;
Williams v. Hughes, et al., No. C 06-4732 MJJ;
Sanders v. Rambus Inc., et al., No. C-06-5614 MJJ; and
Freedman v. Rambus, Inc. et al., No. C-06-04715 JF
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Case 5:06-cv-04346-JF Document 172-4 Filed 03/04/2008 Page 12 of 37
On September 22, 2006, the Court consolidated these actions pursuant to Fed. R.
Civ. P. 42(a), and on November 9, 2006, appointed as Lead Plaintiff Ronald L. Schwarcz
and approved Lead Plaintiffs selection of the law firms of Stull, Stull & Brody and
Kantrowitz, Goldhamer & Graifman, P.C. as Lead Counsel. Lead Counsel conducted a
thorough investigation relating to the allegations of wrongdoing pertaining to each
defendant in the Action, and the alleged damages suffered by the Class. Lead Counsel's
investigation also included the review of publicly available reports and articles, reports
by securities analysts and investor advisory services concerning Rambus. Lead Counsel
also consulted with experts in forensic accounting and economic damages. On February
14, 2007, Lead Plaintiff filed a Consolidated Complaint (the "Complaint ) alleging
violations of Sections 10(b), 14(a) and 20(a) of the Securities Exchange Act of 1934.
On April 2, 2007, Rambus and the individual defendants filed with the Court
motions to dismiss the Complaint. On May 7, 2007, Defendant PricewaterhouseCooper
filed a motion to dismiss the Complaint.
WHY HAVE THE DEFENDANTS AGREED TO THE SETTLEMENT?
21. The Settlement is not evidence of, an admission of, or a concession on the part
of Defendants of any fault or liability whatsoever on the part of any Defendant, or any
infirmity in any defenses they have asserted or intended to assert in the Action. How-
ever, the Defendants consider it desirable and in their best interests that the claims against
them be dismissed on the terms set forth in the Stipulation to avoid further expense and
protracted litigation, taking into account the uncertainty and risks inherent in any
litigation.
12QUESTIONS? CALL (800) 766-3330 OR VISIT WWW.BERDONCLAIMS.COM
Case 5:06-cv-04346-JF Document 172-4 Filed 03/04/2008 Page 13 of 37
WHAT LED UP TO THE SETTLEMENT?
22. The Settlement resulted from extensive arm's-length negotiations among
counsel for Lead Plaintiff and the Defendants. Several settlement discussions took place
which ultimately resulted in an agreement to settle the claims against the Defendants.
WHAT ARE THE REASONS FOR THE SETTLEMENT?
23. Lead Plaintiff and Lead Counsel believe that the claims asserted against the
Defendants have merit. However, they recognize the expense and length of continued
proceedings necessary to pursue their claims against the Defendants through trial and
appeals . Lead Plaintiff and Lead Counsel have also taken into account the issues that
would have to be decided by a jury, including whether the Defendants acted knowingly
or recklessly, whether each of the alleged misrepresentations and omissions was material,
and the amount of any damages caused by the alleged misrepresentations and omissions.
Lead Plaintiff and Lead Counsel have also considered the uncertain outcome and trial
risk in complex lawsuits like this one. Lead Plaintiff and Lead Counsel believe that a
recovery now will provide an immediate benefit to Class Members, which is superior to
the risk of proceeding with the Action, particularly in view of the fact that the Court has
yet to hear oral argument and rule on the multiple motions to dismiss presently pending.
Considering these factors and balancing them against the certain and substantial benefits
that the Class will receive as a result of the Settlement, Lead Plaintiff and Lead Counsel
determined that the Settlement described herein is fair, reasonable and adequate and that
it is in the best interests of the Class to settle the claims against the Defendants on the
terms set forth in the Stipulation and this Notice.
13QUESTIONS? CALL (800) 766-3330 OR VISIT WWW.BERDONCLAIMS.COM
Case 5:06-cv-04346-JF Document 172-4 Filed 03/04/2008 Page 14 of 37
HOW MUCH WILL MY PAYMENT BE?
THE PROPOSED PLAN OF ALLOCATION
General Provisions
24. The $18,000,000 (eighteen million dollars) in cash, plus an additional amount
of interest of $333,313 (which is interest through March 6, 2008) and also interest earned
through the time of distribution to Class Members shall be the Gross Settlement Fund.
The Gross Settlement Fund less taxes , approved costs , fees and expenses (the "Net
Settlement Fund ) shall be distributed to members of the Class who submit valid Proofs
of Claim ("Authorized Claimants )
25. The Claims Administrator, under the direction of Lead Counsel, shall
determine each Authorized Claimant's pro rata share of the Net Settlement Fund based
upon each Authorized Claimant's "Net Recognized Loss for each eligible security. The
portion of the Net Settlement Fund allocated to the Recognized Losses attributable to the
option contracts shall not exceed ten % of the Net Settlement Fund.
26. The Recognized Loss formula is not intended to be an estimate of the amount
of what a Class Member lost or might have been able to recover after a trial; nor is it an
estimate of the amount that will be paid to Authorized Claimants pursuant to the
Settlement. The Recognized Loss formula is simply the basis upon which the Net
Settlement Fund will be proportionately allocated to Authorized Claimants.
27. The date of a purchase or sale of Rambus securities is the trade date , and not
the settlement date.
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Case 5:06-cv-04346-JF Document 172-4 Filed 03/04/2008 Page 15 of 37
28. The first-in, first-out basis ("FIFO ) will be applied to both purchases and
sales.
29. Shares of Rambus common stock acquired during the Class Period through
the exercise of a call option shall be treated as a purchase on the date of exercise for the
strike price plus the option premium. Shares of Rambus common stock sold during the
Class Period through the assignment of a call option shall be treated as a sale on the date
of exercise for the strike price plus the option premium. Shares of Rambus common stock
acquired during the Class Period through the assignment of a put option shall be treated
as a purchase on the date the put option was written for the strike price minus the option
premium. If the put option was written prior to the Class Period, the Recognized Loss for
the shares assigned shall be zero. Shares of Rambus common stock sold through the
exercise of a put option shall be treated as a sale on the date of exercise for the strike
price minus the option premium.
30. The price paid or received should exclude all commissions , taxes and fees.
31. Shares originally sold short shall have a Recognized Loss of zero.
32. For purposes of determining whether an Authorized Claimant is eligible for an
overall recovery from the Net Settlement Fund, any profits resulting from transactions in
one category of securities shall not offset losses in another category of securities.
33. No cash payment will be made on a claim where the potential distribution
amount is $10 or less.
34. The Court has reserved jurisdiction to allow, disallow or adjust the claim of
any Class Member on equitable grounds.
15QUESTIONS? CALL (800) 766-3330 OR VISIT WWW.BERDONCLAIMS.COM
Case 5:06-cv-04346-JF Document 172-4 Filed 03/04/2008 Page 16 of 37
35. No person shall have any claim against Plaintiffs' Counsel, the Claims
Administrator or other agent designated by Plaintiffs' Counsel, or any defendant or any
Defendant's counsel based on the distribution made substantially in accordance with the
Stipulation and this Plan of Allocation, or further orders of the Court.
36. Class Members who do not submit valid Proofs of Claim will not share in the
Settlement proceeds. Class Members who do not either submit a request for exclusion or
submit a valid Proof of Claim will nevertheless be bound by the terms of this Settlement.
37. Distributions will be made to Authorized Claimants after all claims have been
processed and after the Court has finally approved the settlement . If any funds remain in
the Net Settlement Fund by reason of un-cashed checks or otherwise, then, after the
Claims Administrator has made reasonable and diligent efforts to have Class members
who are entitled to participate in the distribution of the Net Settlement Fund cash their
distributions, any balance remaining in the Net Settlement Fund one (1) year after the
initial distribution of such funds shall be re-distributed to Class members who have
cashed their initial distributions and who would receive at least $10 from such re-
distribution, after payment of any unpaid costs or fees incurred in administering the Net
Settlement Fund for such re-distribution. If after six months after such re-distribution any
funds shall remain in the Net Settlement Fund, then such balance shall be contributed to
non-sectarian, not-for-profit , 501(c)(3) organization(s) designated by Class Co-Lead
Counsel.
Calculation of Loss Amount
For the purposes of this Settlement, the Recognized Losses shall be calculated as
follows:
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Case 5:06-cv-04346-JF Document 172-4 Filed 03/04/2008 Page 17 of 37
38. Common Stock
a. For each share of Rambus common stock purchased during the period
December 4, 2001 through May 29, 2006, and:
i. sold prior to the close of trading on May 29, 2006, the Recognized
Loss is zero;
ii. sold during the period May 30, 2006 through June 27, 2006, the
Recognized Loss is the lesser of (a) $1.58 , or (b) the amount by which
the actual purchase price exceeds the actual sale price;
iii. sold during the period June 28, 2006 through July 18, 2006, the
Recognized Loss is the lesser of (a) $4.16 , or (b) the amount by which
the actual purchase price exceeds the actual sale price;
iv. sold during the period July 19, 2006 through October 16, 2006, the
Recognized Loss is the lesser of (a) $6.99 , (b) the amount by which
the actual purchase price exceeds the value in Table A, corresponding
to the date of sale , or (c) the amount by which the actual purchase
price exceeds the actual sale price;
v. retained until the close of trading on October 16, 2006, the Recognized
Loss is the lesser of (a) $6.99, or (b) the amount by which the actual
purchase price exceeds $15.57.
b. For each share of Rambus common stock purchased during the period
May 30, 2006 through June 27, 2006, and:
i. sold prior to the close of trading on June 27, 2006, the Recognized
Loss is zero;
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Case 5:06-cv-04346-JF Document 172-4 Filed 03/04/2008 Page 18 of 37
ii. sold during the period June 28, 2006 through July 18, 2006, the
Recognized Loss is the lesser of (a) $2.58 , or (b) the amount by which
the actual purchase price exceeds the actual sale price;
iii. sold during the period July 19, 2006 through October 16, 2006, the
Recognized Loss is the lesser of (a) $5.41, (b) the amount by which
the actual purchase price exceeds the value in Table A, corresponding
to the date of sale , or (c) the amount by which the actual purchase
price exceeds the actual sale price;
iv. retained until the close of trading on October 16, 2006, the Recognized
Loss is the lesser of (a) $5.41 , or (b) the amount by which the actual
purchase price exceeds $15.57.
c. For each share of Rambus common stock purchased during the period
June 28, 2006 through July 18, 2006, and:
i. sold prior to the close of trading on July 18, 2006, the Recognized
Loss is zero;
ii. sold during the period July 19, 2006 through October 16, 2006, the
Recognized Loss is the lesser of (a) $2.83 , (b) the amount by which
the actual purchase price exceeds the value in Table A, corresponding
to the date of sale , or (c) the amount by which the actual purchase
price exceeds the actual sale price;
iii. retained until the close of trading on October 16, 2006, the Recognized
Loss is the lesser of (a) $2.83 , or (b) the amount by which the actual
purchase price exceeds $15.57.
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Case 5:06-cv-04346-JF Document 172-4 Filed 03/04/2008 Page 19 of 37
d. For shares of Rambus common stock purchased on July 19, 2006, the
Recognized Loss is zero.
e. To the extent that a claimant realized a profit from overall market
transactions in Rambus common stock during the Class Period, the value of the final
Recognized Loss shall be zero. To the extent that a claimant sustained a loss from overall
market transactions in Rambus common stock during the Class Period, but that loss was
less than the Recognized Loss computed above, the value of the final Recognized Loss
shall be limited to the amount of the market loss.
f. Market profits and losses for each share of Rambus common stock shall be
computed as the difference between the purchase price and the sale price for the shares
purchased and sold during the period December 4, 2001 and July 18, 2006; and the
difference between the purchase price and $15.57 for the shares purchased during the
period December 4, 2001 and July 18, 2006 and retained through the close of trading on
July 18, 2006. For the shares of Rambus common stock purchased on July 19, 2006 the
loss shall be zero. Market profits will be subtracted from market losses , both computed in
this manner, in order to determine the net market profit or loss.
Table A
Date of Sale Average7/19/2006 16.777/20/2006 16.83
7/21/2006 16.217/24/2006 15.88
7/25/2006 15.697/26/2006 15.65
7/27/2006 15.537/28/2006 15.547/31/2006 15.78
8/1/2006 15.98/2/2006 15.68/3/2006 15.25
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Case 5:06-cv-04346-JF Document 172-4 Filed 03/04/2008 Page 20 of 37
attorneys, advisors, subsidiaries, parents, affiliates, predecessors, successors and assigns.
g. "Unknown Claims shall collectively mean all claims , demands, rights,
liabilities, and causes of action of every nature and description which any Lead Plaintiff
or Class Member does not know or suspect to exist in his, her or its favor at the time of
the release of the Released Parties which, if known by him, her or it, might have affected
his, her or its settlement with and release of the Released Parties, or might have affected
his, her or its decision not to object to this settlement. With respect to any and all
Released Claims, the Parties stipulate and agree that, upon the Effective date, the Lead
Plaintiff shall expressly waive, and each of the Class Members shall be deemed to have
waived, and by operation of the Judgment shall have waived, the provisions, rights and
benefits of California Civil Code § 1542, which provides:
A general release does not extend to claims which the creditordoes not know or suspect to exist in his or her favor at the timeof executing the release, which if known by him or her musthave materially affected his or her settlement with the debtor.
The Lead Plaintiff shall expressly and each of the Class Members shall be deemed
to have, and by operation of the Judgment shall have, waived any and all provisions,
rights and benefits conferred by any law of any state or territory of the United States, or
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Case 5:06-cv-04346-JF Document 172-4 Filed 03/04/2008 Page 29 of 37
principle of common law, which is similar , comparable or equivalent to California Civil
Code § 1542. The Lead Plaintiff and Class Members may hereafter discover facts in
addition to or different from those which he, she or it now knows or believes to be true
with respect to the subject matter of the Released Claims, but each Lead Plaintiff shall
expressly fully, finally and forever settle and release , and each Class Member, upon the
Effective Date, shall be deemed to have, and by operation of the Judgment shall have,
fully, finally, and forever settled and released, any and all Released Claims, known or
unknown, suspected or unsuspected, contingent on non-contingent, whether or not
concealed or hidden, which now exist, or heretofore have existed, upon any theory of law
or equity now existing or coming into existence in the future, including, but not limited
to, conduct which is negligent, intentional, with or without malice, or a breach of any
duty, law or rule, without regard to the subsequent discovery of existence of such
different or additional facts. The Lead Plaintiff acknowledges, and the Class Members
shall be deemed by operation of the Judgment to have acknowledged, that the foregoing
waiver was separately bargained from and a key element of the settlement of which this
release is a part.
42. The Judgment will also provide that the Defendants and any of the other
Released Parties shall each be deemed to have, and by operation of the
Judgment shall have fully, finally, and forever released, waived, and
discharged Lead Plaintiff, the Class and their attorneys, from any claims
which arise out of the institution, prosecution, or settlement of the claims
against the Defendants, except claims relating to the enforcement of the
Settlement.
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Case 5:06-cv-04346-JF Document 172-4 Filed 03/04/2008 Page 30 of 37
HOW WILL THE LAWYERS BE PAID?
43. At the Settlement Hearing described below, or at such other time as the Court
may direct, Lead Counsel intend to apply for an award of attorneys' fees on behalf of all
Plaintiff's Counsel not to exceed twenty-five percent (25%) of the Settlement Fund. In
addition, Lead Counsel intend to apply for reimbursement of Litigation Expenses
incurred in connection with the lawsuit, in an amount not to exceed $325,000.
44. To date, neither Lead Counsel nor any of Plaintiffs' Counsel have received
any payment for their services in prosecuting this Action on behalf of the Class, nor have
counsel been reimbursed for their out-of-pocket expenses. The fee requested by Lead
Counsel would compensate Plaintiffs' Counsel for their efforts in achieving the Settle-
ment for the benefit of the Class, and for their risk in undertaking this representation on a
contingency basis. The fee requested is within the range of fees awarded to plaintiffs'
counsel under similar circumstances in litigation of this type in this Circuit. The Court
will determine the amount of the award.
HOW DO I PARTICIPATE IN THE SETTLEMENT? WHAT DO I NEED TO DO?
45. The Court has certified this Action as a class action for purposes of this
Settlement. If you purchased the common stock and/or call options of Rambus, or sold
put options of Rambus, between December 4, 2001, and July 18, 2006, inclusive, and
were damaged thereby, and you are not excluded by the definition of the Class and do not
elect to exclude yourself, then you are a Class Member, and you will be bound by the
proposed Settlement provided for in the Stipulation, in the event it is approved by the
Court, as well as by any judgment or determination of the Court affecting the Class.
30QUESTIONS? CALL (800) 766-3330 OR VISIT WWW.BERDONCLAIMS.COM
Case 5:06-cv-04346-JF Document 172-4 Filed 03/04/2008 Page 31 of 37
Unless otherwise provided by the Court, any Class Member who fails to submit a claim
form by , 2008 shall be forever barred from receiving any payments
pursuant to the Settlement set forth in the Stipulation, but will in all other respects be
subject to the provisions of the Stipulation, including the terms of any judgments entered
and the releases given.
46. If you wish to remain a Class Member, you may be eligible to share in the
proceeds of the Settlement, provided that you submit a valid Proof of Claim, which must
be completed, signed and supported by such documents as specified in the accompanying
claim form. Extra copies of this Notice and Proof of Claim can be obtained from the
Claims Administrator by mail at Rambus Securities Litigation, c/o Berdon Claims
Administration LLC, P.O. Box 9014, Jericho , NY 11753-8914; by toll-free phone at
(800) 766-3330; by fax at (516) 931-0810; or by downloading the documents from the
Claims Administrator's website at www.berdonclaims.com.
47. The Court may disallow or adjust the Claim of any Class Member. The Court
also may modify the Plan of Allocation without further notice to the Class. Payments
pursuant to the Plan of Allocation, as approved by the Court, will be conclusive against
all Authorized Claimants. No person shall have any claim against any Plaintiffs Counsel
or the Claims Administrator or other agent designated by Lead Counsel based on the
distributions made substantially in accordance with the Stipulation and the Settlement,
the Plan of Allocation, or further orders of the Court. Each Claimant shall be deemed to
have submitted to the jurisdiction of the United States District Court for the Northern
District of California with respect to his, her or its Claim Form.
31QUESTIONS? CALL (800) 766-3330 OR VISIT WWW.BERDONCLAIMS.COM
Case 5 : 06-cv-04346-JF Document 172-4 Filed 03/04/2008 Page 32 of 37
48. As a Class Member you are represented by Lead Plaintiff and Lead Counsel,
unless you enter an appearance through counsel of your own choice at your own expense.
You are not required to retain your own counsel, but if you choose to do so, such counsel
must file an appearance on your behalf and must serve copies of such appearance on the
attorneys listed in the section below entitled, "When and Where Will the Court Decide
Whether to Approve the Settlement?
49. If you do not wish to remain a Class Member, you may exclude yourself from
the Class by following the instructions in the section below entitled, "What If I Do Not
Want to Participate in the Settlement? How Do I Exclude Myself?
50. If you object to the Settlement or any of its terms, the proposed Plan of
Allocation, or Lead Counsel's application for attorneys' fees and reimbursement of
Litigation Expenses, and if you do not exclude yourself from the Class, you may present
your objections by following the instructions in the section below entitled, "When and
Where Will the Court Decide Whether to Approve the Settlement?
WHAT IF I DO NOT WANT TO PARTICIPATE IN THE SETTLEMENT?HOW DO I EXCLUDE MYSELF?
51. Each Class Member will be bound by all determinations and judgments in this
lawsuit concerning the Settlement, whether favorable or unfavorable, unless such person
mails, by first-class mail, a written request for exclusion from the Class , postmarked no
later than , 2008 [fourteen business days prior to the Final Approval
Hearing], addressed to the Claims Administrator at: Rambus Securities Litigation -
C 5'-p6-c - 4346-JF Document 172-5 Fed 03/04/2008 Pa of 15aIhis Proo o Claim is directe to a 1 persons an entities who purchas a common
stock and/or call options of Rambus, or sold put options of Rambus, between December 4, 2001,
and July 18, 2006, inclusive, and were damaged thereby. The above described securities are
referred to herein as the "Subject Securities. Excluded from the Class are all Defendants,
members of the immediate family of each Individual Defendant, any entity in which any
Defendant has a controlling interest, officers and directors of the Company during the Class
Period, and the legal representatives, heirs, predecessors, successors and assigns of any such
excluded party. Also excluded from the Class are any persons or entities who exclude
themselves by filing a request for exclusion in accordance with the requirements set forth in the
Notice.
3. "Class Member means any person or entity who is included in the definition of the
Class, and did not timely submit proper request for exclusion in accordance with the
requirements set forth in the Notice.
4. "Authorized Claimant means a Class Member who timely submits to the Claims
Administrator a valid Proof of Claim that has been allowed pursuant to the terms of the
Stipulation.
5. If you are not a Class Member, or if you, or someone acting on your behalf, files a
request for exclusion from the Class, do NOT submit a claim form
6. To recover as a Class Member, you must complete and sign this Proof of Claim and mail
it to the Claims Administrator postmarked on or before , 2008. If you fail to file
a timely, properly addressed, and completed claim form, your claim may be rejected and you
may be precluded from receiving any distribution from the Settlement Fund.
7. Submission of this Proof of Claim does not ensure that you will share in the proceeds of
the Settlement Fund. Distributions from the Settlement Fund are governed by the Plan of
2
Case 5:06-cv04346-Jf D ument 1772- Fled 03/0412008 Pacesof 15Allocation approve byte ourt. Iie propose an, w is is subject to the approval,
is included in the Notice.
8. If you have questions or need assistance in filling out this claim form, please contact the
Claims Administrator at the above address, by toll-free phone at (800) 766-3330, or email by
visiting the Claims Administrator's website at www.berdonclaims.com and clicking on "Contact
Us.
INSTRUCTIONS FOR COMPLETING THIS CLAIM FORM
1. You must file a separate claim form for each differently named account or ownership
(individual account, IRA account, joint account, etc.) However, joint tenants, co-owners or
UGMA custodians should file a single claim.
2. All joint purchasers must each sign this Proof of Claim.
3. Agents, executors, administrators, guardians, conservators, custodians and trustees may
complete and sign the Proof of Claim on behalf of persons and entities represented by them but
they must identify such persons and entities by name, address, telephone number, Social Security
or Tax Identification Number , expressly state the capacity in which they are acting, and provide
proof of their authority (e.g., powers of attorney, currently effective letters testamentary, letters
of administration, etc.) to do so.
4. The date of a purchase or sale of Rambus common stock is the "trade date and not the
"settlement date.
5. The first- in-first-out basis ("FIFO ) will be applied to both purchases and sales.
6. Exercises of options will be considered purchases or sales of common stock. Option
premiums will be incorporated into the final purchase/sale price of the common stock
accordingly.
7. The price per share, paid or received, should exclude all commissions , taxes and fees.
3
Pan 5:06-cv.-04346- F Document 112-5 FLIed 03/04/2008 Page 4 of 158. ares origins y soli short wi ave a ecognize Loss o zero.
9. No cash payment will be made on a claim where the potential distribution amount is $10
or less.
10. You are required to attach copies only of genuine and sufficient supporting
documentation for all your transactions in the Subject Securities during the Class Period from
December 4, 2001, through and including July 18, 2006. Documentation may be photocopies of
brokerage confirmation slips or monthly statements ,. If such documents are not in your
possession , please obtain copies or equivalent contemporaneous documents from your broker or
financial advisor, or a complete list of acceptable supporting documentation can be found on the
Claims Administrator's website at www.berdonclaims.com (click on "Supporting
documentation under Questions and Procedures). Failure to supply this documentation could
delay verification or may result in rejection of your claim.
11. If your trading activity during the Class Period exceeds 50 transactions, you must provide
all purchase and sale information required in the Schedule of Transactions in an electronic file.
For a copy of instructions and the parameters concerning electronic submissions , contact the
Claims Administrator by toll-free phone at (800) 766-3330, by fax at (516) 931-0810, or via the
website www.berdonclaims.com and click on "Efiling of claims under Electronic Submissions).
4
Case 5:06-cv-04346-JIFNIA$c^Tgi l7^I^TRIE4V /2008 Page 5 of 15
NORTHERN DISTRICT OF CALIFORNIA
In re Rambus Inc. Securities Litigation RAMBUS
PROOF OF CLAIM
Must be received by Claims Administrator postmarked no later than , 2008
CLAIMANT IDENTIFICATION
Please Type or Print
Beneficial Owner's Name (as it appears on your brokerage statement)
Joint Beneficial Owner's Name (as it appears on your brokerage statement)
Street Address
City State Zip Code
Foreign Province Foreign Country
orSocial Security Number Taxpayer Identification Number(used only to verifyclaim, andfailure to provide could delay same or result in rejection ofclaim)
(Day) (Evening)Area Code Telephone Number Area Code Telephone Number
Facsimile Number E-Mail Address
Record Owner's Name and Address (ifdifferentfrom beneficial owner listed above)
For informational purposes only, please check one of the following:
(1) Claimant q was q was notan officer or director of Rambus Inc at any time from December 4, 2001 through July 18, 2006.
(2) If you checked "was, state the position(s) held and the dates of employment or affiliation:
Positions: Dates:
5
Case 5:06-cv-04346-JF Document 172-5 Filed 03/04/2008 Page 6 of 15
SCHEDULE OF TRANSACTIONS IN RAMBUS COMMON STOCK
State the total number of shares of Rambus common stock owned at the close of trading onDecember 3, 2001, long or short (must be documented) :
2. Separately list each and every purchase of Rambus common stock during the periodDecember 4, 2001 through July 18, 2006 and provide the following information (must bedocumented):
Trade Date(list
chronologically)Month/Day/Year
Number of SharesPurchased
Price per Share(excluding commissions,
taxes and ees)DocumentationAttached (Y/N)
3. State the total number of shares acquired during the period July 19, 2006 through October16, 2006 (must be documented):
4. Separately list each and every sale of Rambus common stock during the period December 4,2001 through October 16, 2006 and provide the following information (must bedocumented):
Trade Date(list
chronologically)Month/Day/Year
Number ofShares Sold
Price per Share(excluding commissions,
taxes and eesDocumentationAttached /N
5. State the total number of shares of Rambus common stock owned at the close of trading onOctober 16, 2006, long or short (must be documented) :
If you need additional space, attach the required information on separate, numberedsheets in the same format as above and print your name and Social Security
or Taxpayer Identification number at the top of each additional sheet.
THE SCHEDULE OF TRANSACTIONS INRAMBUS OPTIONCONTRACTSAPPEARS ON THE FOLLOWING 2 PAGES
6
Case 5:06-cv-04346-JF Document 172-5 Filed 03/04/2008 Page 7 of 15
SCHEDULE OF TRANSCTIONS IN RAMBUS CALL AND PUT OPTIONS
1. State the total number of Rambus call/put option contracts owned at the close of trading onDecember 3, 2001, long or short (must be documented):
Type of OptionContract
Expiration Date& Strike Price
Number ofOption Contracts
Documentation
Attached(Y/N)
2. Separately list each and every purchase of Rambus call option contracts to open a newposition during the period December 4, 2001 through July 18, 2006 and provide thefollowing information (must be documented):Trade Date
(listchronologically)Month/Day/Year
Expiration Date& Strike Price
Number ofContractsPurchased
Price per Contract(excluding
commissions, taxes andees)
Documentation
Attached(Y/N)
3. Separately list each and every sale of Rambus call option contract indicated above duringthe period December 4, 2001 through October 16, 2006 and provide the followinginformation (must be documented):Trade Date
(listchronologically)Month/Day/Year
Expiration Date& Strike Price
Number ofContracts
Sold
Price per Contract(excluding
commissions,taxes and ees)
Documentation
Attached(Y/N)
4. Separately list each and every sale of Rambus put option contract to open a new positionduring the period December 4, 2001 through July 18, 2006 and provide the followinginformation (must be documented):Trade Date
(listchronologically)Month/Day/Year
Expiration Date& Strike Price
Number ofContracts
Sold
Price per Contract(excluding
commissions, taxes andees)
Documentation
Attached(Y/N)
If you need additional space, attach the required information on separate, numberedsheets in the same format as above and print your name and Social Security
or Taxpayer Identification number at the top of each additional sheet.
7
Case 5:06-cv-04346-JF Document 172-5 Filed 03/04/2008 Page 8 of 15
5. Separately list each and every re-purchase of Rambus put option contract indicated aboveduring the period December 4, 2001 through October 16, 2006 and provide the followinginformation (must be documented):
Trade Date(list
chronologically)Month/Day/Year
Expiration Date& Strike Price
Number ofContracts
Re-Purchased
Price per Contract(excluding
commissions, taxes andfees)
Documentation
Attached(Y/N)
6. State the total number of Rambus call/put option contracts owned at the close of trading onOctober 16, 2006, long or short (must be documented):
Type of OptionContract
Expiration Date& Strike Price
Number of OptionContracts
Documentation
Attached(Y/N)
If you need additional space, attach the required information on separate, numberedsheets in the same format as above and print your name and Social Security
or Taxpayer Identification number at the top of each additional sheet.
YOU MUST READ THE RELEASE AND SIGN ON PAGE
8
Case 5:06-cv-04346-JF Document 172-5 Filed 03/04/2008 Page 9 of 15
RELEASE OF CLAIMS
1. Definitions
For the purpose of the Proof of Claim and Release, certain defined terms have the
following meanings. Other defined terms have the meanings given them in the Stipulation of
Settlement dated February 29, 2008 and are found in paragraph 41 of the Notice.
a. "Defendants means collectively Rambus Inc., Harold Hughes, Mark Horowitz, P.
Michael Farmwald, Kevin Kennedy, William H. Davidow, Bruce Dunlevie, Charles Geschke,
John D. Danforth, David Mooring, Geoff Tate, Robert K. Eulau and PricewaterhouseCoopers
LLP.
b. "Effective Date means the latest date all of the events and conditions specified in the
Stipulation have been met or have occurred.
c. "Judgment or "Final Judgment means the Order or Orders entered by the Court if
and upon approval of the Settlement, dismissing the Action with prejudice and without costs
(except to the extent awarded by the Court) to any Party, certifying the Class for settlement
purposes, releasing all Released Claims as against the Released Parties, and enjoining Class
Members from instituting, continuing or prosecuting any action asserting any Released Claims
against any Released Party.
d. "Rambus or the "Company means Rambus Inc., its predecessors, successors,
subsidiaries and assigns.
e. "Released Claims means collectively all Claims (including "Unknown Claims as
defined below) of every nature and description whatsoever, known or unknown, asserted or that
might have been asserted or that might be asserted, against the Defendants and/or the Released
Parties , by Lead Plaintiff or any Representative Plaintiff or Class Member in any capacity,
9
Case 5:06-cv-04346-JF Document 172-5 Filed 03/04/2008 Page 10 of 15
arising out of, based upon or related to the purchase, acquisition, or sale of Rambus common
stock, call options or put options during the Class Period, the subject matter of the Action, or the
facts, transactions, events, occurrences, acts, disclosures, statements, omissions or failures to act
which were or could have been alleged in the Action, and further including any and all Claims
arising out of, relating to, or in connection with the Settlement or resolution of the Action.
Expressly excluded from the term "Released Claims are all claims brought in any derivative
action against the defendants including but not limited to the derivative action entitled, In re
Rambus Derivative Litigation , Civ. Action No. C-06 3513 (JF), pending in the U. S. District
Court for the Northern District of California, (including but not limited to any claims asserted
therein pursuant to the Securities Exchange Act of 1934).
f. "Released Parties means the Defendants and their current and former agents,
parents, affiliates, predecessors, successors and assigns.
g. "Unknown Claims shall collectively mean all claims , demands, rights, liabilities, and
causes of action of every nature and description which any Lead Plaintiff or Class Member does
not know or suspect to exist in his, her or its favor at the time of the release of the Released
Parties which, if known by him, her or it, might have affected his, her or its settlement with and
release of the Released Parties, or might have affected his, her or its decision not to object to this
settlement . With respect to any and all Released Claims, the Parties stipulate and agree that,
upon the Effective date, the Lead Plaintiff shall expressly waive, and each of the Class Members
shall be deemed to have waived, and by operation of the Judgment shall have waived, the
provisions, rights and benefits of California Civil Code § 1542, which provides:
10
Case 5:06-cv-04346-JF Document 172-5 Filed 03/04/2008 Page 11 of 15
A general release does not extend to claims which the creditordoes not know or suspect to exist in his or her favor at the timeof executing the release , which if known by him or her musthave materially affected his or her settlement with the debtor.
The Lead Plaintiff shall expressly and each of the Class Members shall be deemed to
have, and by operation of the Judgment shall have, waived any and all provisions, rights and
benefits conferred by any law of any state or territory of the United States, or principle of
common law, which is similar, comparable or equivalent to California Civil Code § 1542. The
Lead Plaintiff and Class Members may hereafter discover facts in addition to or different from
those which he, she or it now knows or believes to be true with respect to the subject matter of
the Released Claims, but each Lead Plaintiff shall expressly fully, finally and forever settle and
release , and each Class Member, upon the Effective Date, shall be deemed to have, and by
operation of the Judgment shall have, fully, finally, and forever settled and released, any and all
Released Claims, known or unknown, suspected or unsuspected, contingent on non-contingent,
whether or not concealed or hidden, which now exist, or heretofore have existed, upon any
theory of law or equity now existing or coming into existence in the future, including, but not
limited to, conduct which is negligent, intentional, with or without malice, or a breach of any
duty, law or rule, without regard to the subsequent discovery of existence of such different or
additional facts. The Lead Plaintiff acknowledges, and the Class Members shall be deemed by
operation of the Judgment to have acknowledged, that the foregoing waiver was separately
bargained from and a key element of the settlement of which this release is a part.
2. Statement of Claim and Release
a. By submitting this signed Proof of Claim and Release , you will be certifying under
penalty of perjury that you: own(ed) the Subject Securities you have listed in the Proof of Claim
and Release; or are expressly authorized to act on behalf of the owner thereof.
11
Case 5:06-cv-04346-JF Document 172-5 Filed 03/04/2008 Page 12 of 15
b. By submitting this signed Proof of Claim and Release , you will be certifying under
penalty of perjury to the truth of the statements contained therein and the genuineness of the
documents attached thereto, subject to penalties of perjury under the laws of the United States of
America. The making of false statements , or the submission of forged or fraudulent
documentation , will result in the rejection of your claim and may subject you to civil liability or
criminal prosecution.
c. By submitting this signed Proof of Claim and Release, the Claimant or the person
who represents the Claimant certifies, as follows:
i. that Claimant(s) is/are a Class Member, as defined in the Notice;
ii. that I/we have read and understand the contents of the Notice and the Proof of
Claim and Release;
iii. that I am/we are not acting for any of the Defendants, nor am I/are we such
Defendant(s) or otherwise excluded from the Class;
iv. that I/we have not filed a Request for Exclusion from the Class and that I/we do
not know of any Request for Exclusion from the Class filed on my/our behalf with respect to
my/our transactions in the Subject Securities;
v. that I/we own(ed) the Subject Securities identified in this Proof of Claim and
Release, or that, in signing and submitting this Proof of Claim and Release, I/we have the
authority to act on behalf of the owner(s) thereof;
vi. that Claimant(s) may be entitled to receive a distribution from the Net
Settlement Fund;
vii. that Claimant(s) desire(s) to participate in the Settlement described in the Notice
and agree(s) to the terms and conditions thereof;
12
Case 5:06-cv-04346-JF Document 172-5 Filed 03/04/2008 Page 13 of 15
viii. that I/we submit to the jurisdiction of the United States District Court for the
Northern District of California for purposes of investigation and discovery under the Federal
Rules of Civil Procedure with respect to this Proof of Claim and Release;
ix. that I/we agree to furnish such additional information with respect to this Proof
of Claim and Release as the parties or the Court may require; and
X. that I/we waive trial by jury, to the extent it exists , and agree to the Court's
summary disposition of the determination of the validity or amount of the claim made by this
Proof of Claim and Release.
d. I/We understand and acknowledge that without further action by anyone, on and after
the Effective Date, each Class Member, including Class Members who are parties to any other
actions, arbitrations, or other proceedings against any of the Defendants that are pending on
the Effective Date, on behalf of themselves, their heirs, executors, administrators , successors,
assigns , and any person they represent, for good and sufficient consideration, the receipt and
adequacy of which are hereby acknowledged, shall be deemed to have, and by operation of law
and of the Final Judgment shall have fully, finally, and forever released relinquished, settled and
discharged all Released Claims against each and every one of the Released Parties, including
such Released Claims as already may have been asserted in any pending actions, arbitrations, or
other proceedings, and whether or not a Proof of Claim and Release is executed and delivered
by, or on behalf of, such Class Member; provided, however, that nothing in the Final Judgment
shall bar any action or claim to enforce the terms of the Stipulation or the Final Judgment.
3. Certifications
a. I/We certify that I am/we are NOT subject to backup withholding under the
provisions of Section 3406(a)(1)(c) of the Internal Revenue Code.
NOTE: If you have been notified by the IRS that you are subject to
backup withholding, please strike out the word "NOT in the certification
above.
13
Case 5:06-cv-04346-JF Document 172-5 Filed 03/04/2008 Page 14 of 15
b. I/We certify under penalty of perjury under the laws of the United States of America,
that the foregoing information supplied by the undersigned and the supporting documents
attached hereto, are true, correct and complete to the best of my/our knowledge, information and
belief, and that this Proof of Claim and Release form was executed this day of
, 2008 in (City), (State/Country).
Signature of Claimant
(Print your name here)
Signature of Joint Claimant, if any
(Print your name here)
Signature of person signing on behalf of Claimant
(Print your name here)
Capacity of person signing on behalf of Claimant,if other than an individual, (e.g., Executor,President, Custodian, etc.)
THIS PROOF OF CLAIM MUST BE MAILED, TOGETHER WITH SUPPORTINGDOCUMENTATION, POSTMARKED NO LATER THAN ,2008,
TO THE CLAIMS ADMINISTRATOR AT THE ADDRESS BELOW.
14
Case 5:06-cv-04346-JF Document 172-5 Filed 03/04/2008 Page 15 of 15
ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNTOF TIME, POSSIBLY UP TO ONE YEAR FROM THE DEADLINE DATEFILING YOUR CLAIM FORM. THANK YOU FOR YOUR PATIENCE.
Reminder Checklist :
1. Please sign the Release and Certification.
2. If this claim is being made on behalf ofjoint claimants, then both must sign.
3. Please do not send originals of securities certificates. Remember to attach only copies ofsupporting documents. These must include documentation of: (a) opening and closingbalances, as set forth in the Schedule of Transactions on page ; and (b) all purchases,acquisitions and sales of the Subject Securities during the Class Period from December 4,2001, through July 18, 2006.
4. If your address changes in the future, or if these documents were sent to an old orincorrect address, please send us written notification of your new address.
5. Keep a copy of your completed claim form and all documentation submitted for yourrecords.
6. You will not receive confirmation that your Proof of Claim and Release have beenreceived unless you send it via Certified Mail, Return Receipt Requested or by someother means which provide you with proof of receipt. You will bear all risks of delayor non-delivery of your claim.
7. If you have any questions or concerns regarding your claim, please contact the ClaimsAdministrator at:
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