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Stipulation of Settlement

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Stipulation of Settlement Case 2:04-cv-01398-JWB-GDH Document 50-1 Filed 07/08/2005 Page 1 of 64 Joseph J. DePalma (JD-7697) William W. Robertson (WR-2772) Susan D. Pontoriero (SP-0463) Jeffrey A. Cohen (JC-7975) Lite DePalma Greenberg & Rivas, LLC Owen McKeon Two Gateway Center, 12th Floor Robertson, Freilich, Bruno Newark, New Jersey 07102 & Cohen, L.L.C. Telephone: (973) 623-3000 1 Riverfront Plaza, 4th Floor Fax: (973) 623-0858 Newark, New Jersey 07102 Telephone: (973) 848-2100 Fax: (973) 848-2138 Liaison Counsel for Plaintiffs Counsel for Defendants Other Counsel for Plaintiffs and Defendants Listed on Signature Pages UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY ____________________________________ ) In re: ) CIVIL ACTION NO. 04-1398 (JWB) ) (Consolidated Cases) IN RE ROYAL DUTCH/SHELL ) Judge John W. Bissell TRANSPORT ERISA ) LITIGATION ) ) ____________________________________) (Document Electronically Filed) STIPULATION OF SETTLEMENT WHEREAS, four putative class actions alleging ERISA violations on behalf of individuals who participated, or have (or had) an interest, in certain ERISA Plans were filed in this Court against the Royal Dutch Petroleum Company, The “Shell” Transport and Trading Company, p.l.c., Jeroen van der Veer, Philip Watts and Pervis Thomas, Jr.; and Case 2:04-cv-01398-JWB-GDH Document 50-1 Filed 07/08/2005 Page 2 of 64 WHEREAS, the Court consolidated the four putative class actions into this Action and a Consolidated Complaint naming the Royal Dutch Petroleum Company, The “Shell” Transport and Trading Company, p.l.c., Jeroen van der Veer, Philip Watts, Walter van de Vijver, Judy Boynton and Pervis Thomas, Jr. was filed; and WHEREAS, two putative class actions alleging virtually identical ERISA violations as are alleged in this Action brought on behalf of individuals who participated, or have (or had) an interest in, certain of the ERISA Plans that are the subject of this Action were filed in the United States District Court for the Southern District of Texas against certain of the Defendants in this case, as well as other individuals; and WHEREAS, the two putative class actions filed in the United States District Court for the Southern District of Texas have been consolidated into the Texas Action, which action has been stayed pending resolution of this Action; and WHEREAS, one of the Plaintiffs’ Co-Lead Counsel appointed by the Court in this Action was appointed Plaintiffs’ Lead Counsel in the Texas Action; and WHEREAS, ERISA Co-Lead Plaintiffs and Defendants have agreed to a settlement of this Action; and WHEREAS, Plaintiffs’ Lead Counsel in the Texas Action has agreed that this Settlement Agreement will resolve all claims that are pending in the Texas Action. NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED, by and among the undersigned, including, ERISA Co-Lead Plaintiffs (individually and in their representative capacities) by and through their duly authorized representatives, and Defendants, by and through their duly authorized representatives, that this Action and the 2 Case 2:04-cv-01398-JWB-GDH Document 50-1 Filed 07/08/2005 Page 3 of 64 matters raised by it hereby are settled and compromised as to Defendants and Releasees and that this Action and the Texas Action will be dismissed with prejudice and that the Released Claims will be released as to the Releasees based upon the terms and conditions set forth in this Settlement Agreement and the Release set forth herein, subject to the approval of the Court of this Settlement Agreement becoming Final. I. DEFINITIONS A. As used in this Settlement Agreement, the following terms have the following meanings, unless a section or subsection of this Settlement Agreement specifically provides otherwise: 1. “Action” means the consolidated putative ERISA class action pending in this Court under the caption In re Royal Dutch/Shell Transport ERISA Litigation, Civil Action No. 04-1398 (JWB), including, without limitation, all cases consolidated with the foregoing as of the Final Settlement Date. 2. “Actions” means the Action and the Texas Action. 3. “Administrative Expenses” means all expenses other than Notice Expenses associated with the administration of the settlement contemplated by this Settlement Agreement, including, but not limited to, setting up and maintaining the toll- free telephone number, calculating the amount of the Net Cash Settlement Amount to be allocated to each eligible Class Member and distributing the Net Cash Settlement Amount to or on behalf of Class Members; provided however, that Administrative Expenses shall not include any amounts allowed as the Attorneys’ Fees and Expenses Award. 3 Case 2:04-cv-01398-JWB-GDH Document 50-1 Filed 07/08/2005 Page 4 of 64 4. “Administrator” means the person or entity to be chosen pursuant to Section V below, which person or entity shall be appointed by the Court in the Preliminary Approval Order to implement the Notice, toll-free telephone number, and administration and distribution of the Net Cash Settlement Amount in accordance with the terms of this Settlement Agreement. 5. “Approval Date” means the date on which the Judgment and the Order Approving Settlement are entered by the Court. 6. “Attorneys’ Fees and Expenses Application” means the application for fees and expenses to be made by Plaintiffs’ Co-Lead Counsel pursuant to Section IX.1 below. 7. “Attorneys’ Fees and Expenses Award” means the amount awarded to Plaintiffs’ Co-Lead Counsel as provided for in Section XI below pursuant to the Attorneys’ Fees and Expenses Application. 8. “Attorneys’ Fees and Expenses Award Payment” means the Attorneys’ Fees and Expenses Award less the Reimbursement Amount. 9. Bar Order” means the portion of the order to be entered by the Court as part of the Order Approving Settlement, the text of which shall be substantially in the form found in paragraph 12 of Exhibit E. 10. “Boynton’s Counsel” means the law firm of Foley & Lardner, LLP. 11. “Business Day” means a day other than a Saturday, Sunday or a “legal holiday,” as that term is defined in Section XIII.T of this Settlement Agreement. 4 Case 2:04-cv-01398-JWB-GDH Document 50-1 Filed 07/08/2005 Page 5 of 64 12. “Cash Settlement Account” means an interest-bearing account under the control of Plaintiffs’ Co-Lead Counsel, into which the Cash Settlement Amount shall be paid, which account shall be maintained as a Qualified Settlement Fund. 13. “Cash Settlement Amount” means the amount of Ninety Million Dollars ($90,000,000). 14. “Cash Settlement Payment” means the Cash Settlement Amount less the Attorneys’ Fees and Expenses Award Payment. 15. “Claim” means any and all actions, causes of action, proceedings, adjustments, executions, offsets, contracts, judgments, obligations, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, variances, covenants, trespasses, damages, demands (whether written or oral), agreements, promises, liabilities, controversies, costs, expenses, attorneys’ fees and losses whatsoever, whether in law, in admiralty or in equity and whether based on any federal law, state law, foreign law, common law doctrine, rule, regulation or otherwise, foreseen or unforeseen, matured or un-matured, known or unknown, accrued or not accrued, existing now or to be created in the future. 16. “Class” or “Class Members” means all individuals who were participants or had an interest in one or more of the ERISA Plans during the Class Period; provided that such individuals shall not be Class Members with respect to any purchase, sale, holding, exchange, acquisition, disposal, transfer or any other Investment Decision involving Royal Dutch Securities outside of and separate from their participation or interest in the ERISA Plans. 5 Case 2:04-cv-01398-JWB-GDH Document 50-1 Filed 07/08/2005 Page 6 of 64 17. “Class Period” means period of time from December 3, 1999 through April 29, 2004, inclusive. 18. “Companies” means each and all of the Royal Dutch Petroleum Company (a/k/a N.V. Koninklijke Nederlandsche Petroleum Maatschappij) and The “Shell” Transport and Trading Company, p.l.c., and any and all of their respective parents, predecessors, successors, affiliates (as defined in 17 C.F.R. Part 210.1-02.b), divisions, business units, subsidiaries and entities in which either or both has a Controlling Interest. As used in this Settlement Agreement, the term Companies includes, without limitation, Shell Oil Company, Argus Realty Services Inc., CRI U.S. LP, Equilon Enterprises LLC d/b/a Shell Oil Products US, Motiva Company, Pecten Chemicals Inc., Pecten Middle East Services Company Limited, Pecten Overseas Services Company, Pecten Producing Company, Pecten Realty Inc., Pecten Services Company, Pennzoil-Quaker State Company d/b/a SOPUS Products, Shell Agricultural Chemical Company, Shell Capital, Inc., Shell Chemical LP, Shell Chemical Risk Management Company, Shell Energy Resources Company, Shell Energy Services Company, L.L.C., Shell Expatriate Employment US Inc., Shell Exploration & Production Company, Shell Global Solutions (US) Inc., Shell Information Technology International Inc., Shell International Exploration and Production Inc., Shell Marine Products (US) Company, Shell North America Gas & Power Services Company, Shell Offshore Inc., Shell Oil Products Company LLC, Shell Oil Products LAN LLC, Shell Pipeline Company LP, Shell Solar Employment Services Inc., Shell Technology Ventures Inc., SWEPI LP, Shell WindEnergy Services Inc., Shell Wood River Refining Company, SIEP 6 Case 2:04-cv-01398-JWB-GDH Document 50-1 Filed 07/08/2005 Page 7 of 64 Overseas Services, Inc., SPLC Services Company LLC, Coral Energy Services LLC, Coral Overseas Services Corporation, Shell Trading Gas and Power Company, Shell Trading GP Overseas Services Company, Shell Trading North America Company, Shell Trading (US) Company and Shell US Gas & Power, LLC, and their respective parents, predecessors, successors, affiliates (as defined in 17 C.F.R. Part 210.1-02.b), divisions, subsidiaries or entities in which any of them has a Controlling Interest.
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