Exhibit 10.10
CONFIDENTIAL TREATMENT REQUESTED
Confidential Portions of This Agreement Which Have Been Redacted
Are Marked With Brackets ("[***]"). The Omitted Material Has Been Filed
Separately With The United States Securities and Exchange Commission.
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF GEORGIA
ATLANTA DIVISION
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IN RE PROFIT RECOVERY ) CIVIL ACTION FILE
GROUP INTERNATIONAL, INC. ) NO. 1:00-CV-1416-
SECURITIES LITIGATION ) [FILED UNDER SEAL]
)
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SUPPLEMENTAL AGREEMENT REGARDING
REQUESTS FOR EXCLUSION
This Supplemental Agreement Regarding Requests for Exclusion (the
"Supplemental Agreement") is intended to be incorporated into the Stipulation of
Settlement dated February 8, 2005 (the "Stipulation"). The terms used herein
shall have the same meaning as set forth in the Stipulation.
IT IS XXXXXX AGREED AS FOLLOWS:
1. Pursuant to and in accordance with the provisions of P. 7.4 of the
Stipulation, in the unique circumstances of this case, it is agreed that
Defendants, unless unanimously agreed to in writing by all Defendants and their
Insurer, shall withdraw from the settlement set forth in the Stipulation and the
Stipulation will be rendered null and void as to the Settling Parties if the
number of shares of Profit Recovery common stock purchased by class members
during the Class Period who would otherwise be entitled to participate as a
member of the Class, but who validly and timely requests exclusion, is, in the
aggregate, greater than or equal to [****]% of the total shares of Profit
Recovery common stock purchased or otherwise acquired during the Class Period.
2. To be valid for purposes of this Supplemental Agreement, a request
for exclusion must contain the information requested in the Notice of Pendency
and Proposed Settlement of Class Action. The Settling Parties shall request that
the Notice Order provide that requests for exclusion must be postmarked at least
fourteen (14) calendar days prior to the date of the Settlement Hearing. Upon
receiving any requests for exclusion pursuant to the notice, the Claims
Administrator shall provide Plaintiffs' Co-Lead Counsel and Defendants' Counsel
with copies of any exclusion requests as soon as practicable.
3. If Defendants have elected to withdraw from the settlement pursuant
to P. 1 of this Supplemental Agreement, Defendants must provide Plaintiffs'
Co-Lead Counsel with written notice of their withdrawal from the settlement, and
Defendants must file such notice with the Court at least seven (7) days prior to
the Settlement Hearing.
[***] - CONFIDENTIAL PORTIONS OF THIS AGREEMENT WHICH HAVE BEEN REDACTED ARE
MARKED WITH BRACKETS ("[***]"). THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY
WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION.
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4. In the event that Defendants provide a written notice of their
termination of the Settlement pursuant to paragraph 3 of this Supplemental
Agreement, the Defendants may withdraw their termination by providing written
notice of such withdrawal of their termination to Plaintiffs' Co-Lead Counsel no
later than 5:00 p.m. Eastern Time on the day prior to the Settlement Hearing, or
by such later date as shall be agreed upon in writing as between Plaintiffs'
Co-Lead Counsel and counsel for the Defendants.
5. Plaintiffs' Co-Lead Counsel may attempt to cause retraction of any
election of exclusion by putative Members of the Class. If Defendants have
elected to withdraw from the settlement, Plaintiffs' Co-Lead Counsel shall have
five (5) days from the receipt of Defendants' notice of withdrawal (or such
longer period as shall be agreed upon in writing between Plaintiffs' Co-Lead
Counsel and counsel for Defendants) to review the validity of any request for
exclusion and may attempt to cause retraction of any election of exclusion by
putative Members of the Class. If Plaintiffs' Co-Lead Counsel succeed in causing
the retraction of sufficient requests for exclusion such that the remaining
requests for exclusion do not exceed the numbers agreed upon in P. 1 above, then
any withdrawal from the settlement by Defendants shall be deemed a nullity. To
retract a prior request for exclusion, a class member must provide to the
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Settling Parties, a written notice stating his, her or its desire to retract the
request for exclusion from the Class.
6. Any dispute among the Settling Parties concerning the interpretation
or application of this Supplemental Agreement may be presented to the Court for
resolution upon the application of any party hereto.
7. This Supplemental Agreement shall not be filed with the Court unless
and until a dispute among the Settling Parties concerning its interpretation or
application arises, and, in that event, it shall be filed and maintained with
the Court under seal. The terms and conditions of this Supplemental Agreement
may be disclosed to the Court but shall otherwise be kept confidential and shall
not be disclosed to any person, unless otherwise ordered by the Court.
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IN WITNESS THEREOF, the parties hereto have caused this Supplemental
Agreement to be executed, by their duly authorized attorneys, as of the 8th day
of February, 2005.
XXXXXXXX & HARLEY, LLP
Xxxxxx X. Xxxxxxxx
Georgia State Bar No.124950
Xxxxx X. Xxxxxx
Georgia State Bar No.776665
Xxxxxx X. Xxxx
Georgia State Bar No. 687020
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Promenade II, Suite 0000
0000 Xxxxxxxxx Xxxxxx, N.E.
Atlanta, GA 30309
Telephone: (000) 000-0000
Fax: (000) 000-0000
XXXX XXXXXXXXXXX XXXXX
XXXXXXX & XXXX LLP
Xxxxxx X. Xxxxxxx
Xxxx X. Xxxxxx
Xxxxxx Xxxxxx
Xxxxxxx Xxxxxx
/s/ Xxxx X. Xxxxxx
---------------------------------------
Xxxx X. Xxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
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XXXXXXX XXXXX XXXXXXX & XXXXXXXX LLP
Xxxxx Xxxxxx
/s/ Xxxxx Xxxxxx
---------------------------------------
Xxxxx Xxxxxx
Xxx Xxxxxxxxxxxx Xxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
X. Xxxxxxx Xxxxxxxx
Tower One
0000 Xxxx Xxxxxx Xxxxxx
Xxxxx 000
Xxxx Xxxxx, XX 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
Plaintiffs' Co-Lead Counsel
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XXXXXX & BIRD LLP
Xxxx X. Xxxxx
Georgia Bar No. 206526
Xxxxx X. Xxxx
Georgia Bar No. 379628
Xxxxx X. Xxxxxxx
Georgia Bar No. 185682
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
0000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
Counsel for Defendants
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