GELLER RUDMAN Electronically Filed ROBBINS Superior Court ... · 2010-1-CV-180413...

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2010-1-CV-18041 3

Santa Clara — Civil

ROBBINS GELLER RUDMAN& DOWD LLP

RANDALL J. BARON (150796)A. RICK ATWOOD, JR. (156529)MAXWELL R. HUFFMAN (264687)655 West Broadway, Suite 1900San Diego, CA 92101Telephone: 6 1 9/23 1- 105 8

619/23 1-7423 (fax)

Lead Counsel for the Class

[Additional counsel appear 0n signature page.]

Electronically Filed

by Superior Court of CA,County of Santa Clara,

on 3/13/2019 12:14 PMReviewed By: R. WalkerCase #2010-1 -CV-1 80413Envelope: 2621287

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF SANTA CLARA

In re MCAFEE, INC. SHAREHOLDERLITIGATION

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Consolidated action, including: )

Greenberg v. McAfee, Ina, Santa Clara County)

Superior Court, Case N0. 1:10-CV-180413g

Colwell v. McAfee, Ina, Santa Clara County)

Superior Court, Case N0. 1:10-CV-180420)

Faulkner v. McAfee, Inc., Santa Clara County )

Superior Court, Case N0. 1:10-CV-180597 )

Korsinsky v. Bass, Santa Clara County Superior)

Court, Case No. 1:10—cv—180928g

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This Document Relates To:

ALL ACTIONS.

Lead Case No. 1:10-CV-180413

CLASS ACTION

STEULATION OF SETTLEMENT

Judge: Hon. Thomas E. Kuhnle

Dept: 5

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STIPULATION OF SETTLEMENT1527689_2

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This Stipulation 0f Settlement dated March 13, 20 19 (“Stipulation” 0r “Settlement”), is entered

into by and among the following Parties in the above-entitled consolidated action (the “Action”): (i)

plaintiff Central Laborers’ Pension Fund (“Plaintiff”), 0n its own behalf and 0n behalf of each 0f the

Class Members (as defined below), and (ii) defendants Intel Corporation (“Intel”), McAfee, Inc.

(“McAfee”), and David G. DeWalt (“DeWalt”) (Intel, McAfee and DeWalt, collectively,

“Defendants”), by and through their respective undersigned counsel in the Action. Upon and subject t0

the terms and conditions hereof, Plaintiff, on the one hand, and each of the Defendants, on the other

hand (collectively, the “Parties”), intend this Settlement to be a final and complete resolution of all

disputes which were asserted or Which could have been asserted between the Parties With respect to the

Action.

This Settlement is subject to the approval of the Superior Court of the State of California,

County of Santa Clara (the “Court”). A11 terms herein With initial capitalization shall, unless defined

elsewhere in this Settlement, have the meanings ascribed to them in ‘][1 below.

I. PROCEDURAL HISTORY

On August 19, 2010, McAfee and Intel entered into an agreement and plan 0f merger (the

“Merger Agreement”), pursuant t0 which, among other things, Intel, through its wholly-owned

subsidiary, Jefferson Acquisition Corporation, would acquire all outstanding shares 0f McAfee stock at

a price 0f $48.00 per share in cash subject t0 a vote of McAfee’s shareholders, unless dissenting

shareholders exercised their statutory appraisal rights pursuant t0 Section 262 0f the Delaware General

Corporation Law (“DGCL”).

Commencing August 19, 2010, McAfee shareholders, Fred Greenberg, Meryl Faulkner, Jack

Arthur Colwell, and Gersh Korsinsky each filed actions 0n behalf of holders 0f McAfee common stock

alleging that the Merger Agreement was unfair and undervalued McAfee. These actions were

consolidated into Lead Case No. 1:10-CV-180413 and a consolidated amended complaint (the

“Complaint”) was filed 0n January 6, 201 1. The Complaint alleged that the deal terms were unfair, that

the proxy statement dated September 21, 2010 (the “Proxy Statement”) was false and misleading, and

that the Defendants and McAfee’ s former outside directors breached their fiduciary duties and/or aided

and abetted the alleged breaches of others.

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On November 2, 2010, McAfee’s shareholders approved the Merger Agreement and on

February 28, 201 1, Intel completed the acquisition 0f McAfee.

By order dated January 17, 2012, the Court granted Central Laborers’ Pension Fund’ s motion t0

intervene in the Action, granted its motion t0 certify the Class (as defined below) and appointed the law

firm of Robbins Geller Rudman & Dowd LLP (“Robbins Geller”) as Lead Counsel for the Class.

Through an order dated April 2, 2012, the Court ordered the issuance of the Notice of Pendency (as

defined below), which informed Class Members about the Action, provided Class Members with the

ability to be excluded from the Class, and advised that Class Members Who did not request exclusion

would be bound by any subsequent judgment in this Action. Twenty-one requests for exclusion from

the Action were received from Class Members.

On November 2, 2012, following extensive discovery, including document productions and

depositions (including expert depositions), the Court granted summary judgment in favor 0f

Defendants, as well as all 0f McAfee’s former outside directors Charles Robel, Carl Bass, Thomas

Darcy, Leslie Denend, Jeffrey Miller, Lorrie Norrington, Denis O’Leary, Robert Pangia and Anthony

Zingale.

In a decision filed 0n November 15, 2017, the Court of Appeal 0f the State 0f California, Sixth

Appellate District, affirmed the judgment in favor of McAfee’s former outside directors and reversed

the judgment as t0 Defendants. The matter was thereafter remanded and set for trial to commence on

December 10, 2018. Following remand, the Parties engaged in additional fact discovery. In addition t0

the motion practice described above, the Parties also filed motions in limine challenging expert reports

regarding damages and liability.

On July 16, 20 1 8, the Parties engaged in mediation, which did not resolve the matter. Following

the in-person mediation session in July 2018, the Parties continued to discuss a potential resolution

through a mediator. On October 15, 2018, the Court granted a motion for summary judgment in favor

of McAfee and dismissed the claim against it. On October 30, 2018, the Parties reached an agreement

in principle t0 resolve the Action subject t0 formalizing the agreement in this Stipulation and obtaining

the Court’s approval.

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II. CLAIMS OF PLAINTIFF AND BENEFITS OF SETTLEMENT

Plaintiff believes that the claims asserted in the Action have merit. However, Plaintiff and its

counsel recognize and acknowledge the expense and length of continued proceedings necessary to

prosecute the Action against the Defendants through judgment, trial, and appeals. Plaintiff and its

counsel also have taken into account the uncertain outcome and the risk 0f any litigation, especially in

complex actions such as this Action, as well as the difficulties and delays inherent in such litigation.

Plaintiff and its counsel also are mindful 0f the inherent problems 0f proof under and possible defenses

to the Violations asserted 0r which could have been asserted in the Action. Plaintiff and its counsel

believe that the Settlement confers substantial benefits upon the Class and is in the best interest of the

Class.

III. DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY

Defendants have denied and continue t0 deny each and all of the claims and contentions alleged

by Plaintiff in the Action. Defendants expressly have denied and continue to deny all charges of

wrongdoing or liability against them arising out 0f any of the conduct, statements, acts, or omissions

alleged, or that could have been alleged, in the Action. Defendants also have denied and continue to

deny, inter alia, the allegations that Plaintiff has suffered damage, 0r was otherwise harmed by the

conduct alleged in the Action. Defendants have asserted and continue to assert that, at all times, they

acted in good faith and in a manner they reasonably believed to be in accordance With all applicable

rules, regulations, and laws.

Nonetheless, Defendants have concluded that further conduct of the Action could be protracted

and expensive. Defendants have taken into account the uncertainty and risks inherent in any litigation,

especially in complex cases like this Action. Defendants have, therefore, determined that it is desirable

and beneficial t0 them that the Action be settled in the manner and upon the terms and conditions set

forth in this Settlement.

NOW, THEREFORE, IT IS HEREBY STIPULATED, CONSENTED TO AND AGREED,

by Plaintiff and Defendants that, subject t0 the approval of the Court and pursuant to Section 382 of the

California Code of Civil Procedure and Rule 3.769 of the California Rules of Court and the other

conditions set forth below, for the good and valuable consideration set forth herein and conferred 0n the

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Class Members, the Action against Defendants shall be finally and fully settled and compromised, With

entry 0f the Judgment as defined below in ‘][1 .1 1, and that the Released Plaintiff Parties’ Claims shall be

finally and fully compromised, settled, released, and discharged as against the Released Defendant

Parties, and that the Released Defendant Parties’ Claims shall be finally and fully compromised, settled,

released, and discharged as against the Released Plaintiff Parties, in the manner set forth herein.

A. Definitions

In addition to the terms defined elsewhere in this Settlement, the following capitalized terms as

used in this Settlement shall have the meanings specified below:

1.1 “Administrative Costs” means all costs and expenses associated With providing notice 0f

the Settlement to the Class, soliciting claims, administering and distributing the Net Settlement Fund t0

Settlement Payment Recipients, paying escrow costs and fees, if any, or otherwise administering or

carrying out the terms 0f the Settlement, and all Taxes and/or Tax Expenses.

1.2 “Claims Administrator” means the firm 0f Gilardi & C0. LLC.

1.3 “Class” means all holders of McAfee common stock Who exchanged their shares for

consideration in the acquisition 0f McAfee by Intel Corporation at the price of $48.00 per share.

Excluded from the Class are Defendants and any person, firm, trust, corporation 0r other entity related

to or affiliated with any Defendant. Also excluded from the Class is any Person Who validly requested

exclusion from the Class following the issuance 0f the Notice of Pendency.

1.4 “Class Counsel” 0r “Lead Counsel for the Class” means Robbins Geller.

1.5 “Class Member” means a Person Who falls Within the definition 0f the Class as set forth

above in ‘J[1 .3.

1.6 “Effective Date” means the first date by Which all 0f the events and conditions specified

in ‘][6.1 have occurred or been met.

1.7 “Escrow Account” means the escrow account Which is to be maintained by the Escrow

Agent and into which the Settlement Amount shall be deposited, pursuant t0 ‘J[2.1.

1.8 “Escrow Agent” means Robbins Geller 0r its successor(s).

1.9 “Fee and Expense Award” means an award t0 Class Counsel of fees and expenses t0 be

paid from the Settlement Fund, subject t0 approval by the Court, in full satisfaction 0f any and all

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claims for attorneys’ fees and expenses that have been, could be, or could have been asserted by Class

Counsel, any other counsel, 0r any Class Member.

1.10 “Final” means, With respect t0 any court order, including Without limitation the

Judgment, that such order represents a final and binding determination 0f all issues Within its scope that

has not been reversed, vacated, or modified in any way and is n0 longer subject t0 appellate review,

either because of disposition on appeal and conclusion 0f the appellate process 0r because 0f the

passage, without action, 0f the time limit for seeking appellate review. An order becomes Final when

either: (a) n0 appeal has been filed and the time has passed for any notice of appeal to be timely filed; 0r

(b) an appeal has been filed and either (i) the court of appeal has either affirmed the judgment or

dismissed that appeal and the time for any reconsideration or further appellate review has passed, or

(ii) a higher court has granted further appellate review and that court has either affirmed the underlying

judgment 0r affirmed the court 0f appeal’s decision affirming the judgment or dismissing the appeal.

For purposes 0f this paragraph, an “appea ”shall include appeals as 0f right, discretionary appeals,

interlocutory appeals, proceedings involving any petition for a writ of certiorari or other writ that may

be filed in connection with approval or disapproval of this Settlement. Any appeal or other proceeding

pertaining to any order concerning the issue 0f attorneys’ fees and expenses, the distribution of the Net

Settlement Fund 0r the procedures for determining recognized claims shall not in any way delay or

preclude the Judgment from becoming Final.

1.11 “Judgment” means the Order and Final Judgment pursuant to California Rule 0f Court

3.769(h) to be entered in the Action in all material respects in the form attached as Exhibit B hereto.

1.12 “Net Settlement Fund” means the Settlement Fund as defined herein less any Fee and

Expense Award, Administrative Costs, and any award to Plaintiff Central Laborers’ Pension Fund for

its representation of the Class.

1.13 “Notice” has the meaning ascribed to it in ‘][3. 1.

1.14 “Notice 0f Pendency” refers to the Notice of Pendency 0f Class Action that was issued in

connection with the Court’s order of April 2, 2012.

1.15 “Party” means any one 0f the Parties.

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1.16 “Person” means an individual, corporation, partnership, limited partnership, limited

liability partnership, association, joint stock company, joint venture, limited liability company,

professional corporation, estate, legal representative, trust, unincorporated association, government 0r

any political subdivision 0r agency thereof, and any business, legal 0r other entity, and their spouses,

heirs, predecessors, successors, representatives, or assignees.

1.17 “Preliminary Approval Order” has the meaning ascribed t0 it in ‘J[3.1.

1.18 “Released Defendant Parties” means Defendants, individually and collectively, and any

and all of their families, parent entities, subsidiaries, joint ventures and joint venturers, related or

affiliated entities, controlling 0r managing persons or entities, associates, investors, affiliates or

subsidiaries and each and all 0f their past, present, 0r future officers, directors, managing directors,

stockholders, employees, attorneys, financial 0r investment advisors, principals, insurers, excess

insurers and reinsurers, consultants, accountants and auditors, investment banks and bankers,

commercial banks and bankers, entities providing fairness opinions, brokers, dealers, underwriters,

analysts, engineers, advisers 0r agents, spouses, heirs, executors, assigns, trustees, general or limited

partners or partnerships, limited liability companies, members, personal or legal representatives, estates,

administrators, and each 0f their respective predecessors, successors, and assigns, whether 0r not served

With process and Whether or not such person appeared or was named as a defendant in the Action.

1.19 “Released Defendant Parties’ Claims” means all claims (including Unknown Claims),

demands, losses, rights, and causes of action of any nature whatsoever that have been or could be

asserted in the Action, or in any court, tribunal, forum 0r proceeding, by any Released Defendant Party

against any 0f the Released Plaintiff Parties, which arise out of 0r relate in any way t0 the institution,

prosecution, settlement or dismissal of the Action; provided, however, that the Released Defendant

Parties’ Claims shall not include claims t0 enforce this Settlement.

1.20 “Released Plaintiff Parties” means Plaintiff Central Laborers’ Pension Fund, all Class

Members and their counsel, including Class Counsel.

1.21 “Released Plaintiff Parties’ Claims” means any and all manner of claims (including

Unknown Claims), actions, demands, losses, rights, causes of action, liabilities, obligations, judgments,

suits, disputes, matters and issues 0f any kind or nature whatsoever (including, but not limited t0, any

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claims for damages (whether compensatory, special, incidental, consequential, punitive, exemplary or

otherwise), inj unctive relief, declaratory relief, rescission 0r rescissionary damages, interest, attorneys’

fees, expert 0r consulting fees, costs, expenses, 0r any other form of legal or equitable relief

whatsoever), known 0r unknown, contingent or absolute, suspected 0r unsuspected, disclosed 0r

undisclosed, hidden 0r concealed, liquidated 0r unliquidated, matured 0r unmatured, accrued or

unaccrued, apparent or unapparent, that have been 0r could have been asserted in the Action or in any

court, tribunal, forum 0r proceeding (including, but not limited to, any claims arising under federal,

state 0r foreign law, common law, statute, rule, 0r regulation relating to alleged fraud, breach of any

duty, negligence, Violations 0f the federal or state securities and disclosure laws, 0r otherwise, and any

claims relating to unjust enrichment 0r self—dealing, including, but not limited to, claims relating t0

compensation, and including all claims within the exclusive jurisdiction of the federal courts), by or 0n

behalf of Plaintiff or by or on behalf of any other Class Member in his, her, or its capacity as a

shareholder of McAfee, whether individual, direct, class, derivative, representative, legal, equitable, 0r

any other type 0r in any other capacity, against the Released Defendant Parties, and that could have

arisen 0r now d0 arise out 0f, relate t0, concern, 0r are based upon the allegations, conduct, facts,

events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions, 0r

any other matter, thing 0r cause whatsoever, 0r any series thereof embraced, involved, 0r set forth in 0r

otherwise related, directly or indirectly, t0 the Action or the subject matter of the Action. Released

Plaintiff Parties’ Claims do not include any claims t0 enforce this Settlement.

1.22 “Settlement Amount” means the sum of Eleven Million Seven Hundred Thousand

Dollars ($1 1,700,000) in cash.

1.23 “Settlement Fund” means the Settlement Amount plus any interest earned as set forth in

‘J[2.4 below.

1.24 “Settlement Hearing” means the hearing described more fully in ‘][3.1 t0 be held by the

Court t0 determine Whether the Settlement should be approved as fair, reasonable and adequate;

Whether t0 enter the Judgment, in substantially the form attached as Exhibit B hereto; and Whether to

approve the plan 0f distribution, the Fee and Expense Application (as defined in (117.1), and award to

Plaintiff for its representation 0f the Class.

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1.25 “Settlement Payment Recipients” means all Class Members Who submit a valid Proof 0f

Claim to the Claims Administrator.

1.26 “Summary Notice” has the meaning ascribed to it in ‘][3. 1.

1.27 “Unknown Claims” means:

(a) any and all Released Plaintiff Parties’ Claims which Plaintiff or any other Class

Member does not know or suspect to exist in his, her, 0r its favor at the time 0f the release 0f the

Released Plaintiff Parties’ Claims against the Released Defendant Patties, including (without limitation)

claims Which if known by him, her, or it, might have affected his, her, or its decision(s) With respect to

the Settlement; and

(b) any and all Released Defendant Parties’ Claims which any Defendant or any

other Released Defendant Party does not know or suspect t0 exist in his, her, or its favor at the time 0f

the release of the Released Defendant Parties’ Claims against the Released Plaintiff Parties, including

(without limitation) claims Which if known by him, her, or it might have affected his, her, or its

decisi0n(s) with respect t0 the Settlement.

2. Settlement Amount, Escrow Agent, and Taxes

a. The Settlement Amount

2.1 In consideration for the full settlement, satisfaction, compromise, and release of the

Released Plaintiff Parties’ Claims as to the Released Defendant Parties, Defendants shall cause the

Settlement Amount to be paid either by wire transfer(s) 0r by check(s) at Defendants’ election, into the

Escrow Account Within thirty (30) calendar days after a Court order granting final approval of the

Settlement; provided that, at least five (5) business days before the Court order granting final approval

of the Settlement, Plaintiff shall have provided Defendants’ counsel with Wire transfer instructions,

mailing information, and a properly executed W-9. If the entire Settlement Amount is not timely paid

to the Escrow Agent, Plaintiff may terminate the Settlement but only if: (i) Class Counsel has notified

Defendants’ counsel in writing 0f Plaintiff’s intention t0 terminate the Settlement 0n this basis, and (ii)

the entire Settlement Amount is not transferred to the Escrow Agent Within five (5) business days after

Class Counsel provided such written notice.

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2.2 Apart from the payment 0f the Settlement Amount in accordance With ‘][2. 1, Defendants

shall have n0 further monetary obligation to Plaintiff 0r the Class Members or Class Counsel under this

Settlement. A11 Administrative Costs and any Fee and Expense Award and any and all costs associated

With the allocation and distribution of the Net Settlement Fund Will be paid solely out 0f the Settlement

Fund, and n0 Defendant shall have any obligation t0 pay 0r bear any amounts, expenses, costs,

damages, assessment or fees to 0r for the benefit 0f Plaintiff, any Class Member, or Plaintiff’ s counsel

in connection With this Settlement other than the payment 0f the Settlement Amount.

2.3 Prior t0 the deposit 0f the Settlement Amount into the Escrow Account pursuant t0 ‘J[2. 1,

and notwithstanding ‘J[2.1, Defendants agree t0 cause to be made advance payments up to a total of

$250,000 to be used solely for Administrative Costs actually incurred. Additional sums for this

purpose, if any, Will be paid by Defendants only upon agreement 0f the Patties. Plaintiff agrees that any

such advance payments of Administrative Costs shall be credited towards Defendants’ obligation t0 pay

the Settlement Amount into the Escrow Account. If the Settlement is not approved by the Coufi 0r does

not become effective pursuant t0 the terms 0f this Settlement, then Plaintiff and its counsel, including

Class Counsel 0r any Class Member, shall have n0 obligation or responsibility to pay back any

Administrative Costs that have been advanced or incurred pursuant to this (112.3.

b. The Escrow Agent

2.4 The Escrow Agent may invest the Settlement Fund deposited pursuant to ‘][2.1 in short

term United States Agency 0r Treasury Securities 0r other instruments backed by the Full Faith &

Credit of the United States Government 0r an agency thereof, 0r fully insured by the United States

Government or an agency thereof, and shall reinvest the proceeds of these instruments as they mature in

similar instruments at their then-current market rates. A11 risks related to the investment 0f the

Settlement Fund in accordance with the investment guidelines set forth in this paragraph shall be borne

by the Settlement Fund, and the Defendants shall have n0 responsibility for, interest in, or liability

whatsoever with respect to investment decisions or the actions of the Escrow Agent, or any transactions

executed by the Escrow Agent, including disbursement 0r failure of disbursement, payment of fees,

costs, expenses or taxes, elections, or any other act, omission or obligation regarding the Settlement

Fund, including With respect t0 the Settlement or further 0rder(s) 0f the Court.

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2.5 The Escrow Agent shall not disburse the Settlement Fund except as provided in the

Settlement, by an order 0f the Court, 0r with the written agreement 0f Defendants.

2.6 A11 funds held by the Escrow Agent shall be deemed and considered to be in custodia

legis of the Court, and shall remain subj ect to the jurisdiction of the Court, until such time as such funds

shall be distributed pursuant t0 this Settlement, and/or further order(s) of the Court.

2.7 After the Settlement Amount is deposited into the Escrow Account pursuant t0 ‘J[2. 1, all

Administrative Costs shall be paid from the Settlement Fund, without approval from the Defendants 0r

the Court. If the Settlement does not become effective pursuant t0 the terms 0f the Settlement, then any

amounts paid 0r incurred for such expenses in this paragraph shall not be returned t0 Defendants and/or

their insurers, and Plaintiff and its counsel, including Class Counsel and/or any Class Member, shall

have n0 responsibility 0r obligation t0 pay back any such Administrative Costs.

c. Taxes

2.8 The Parties and the Escrow Agent agree to treat the Settlement Fund as being at all times

a “qualified settlement fund” within the meaning 0f Treas. Reg. §1.468B-1. In addition, the Escrow

Agent shall timely make such elections as necessary or advisable to carry out the provisions of this

Section (c), including, if necessary, the “relation-back election” (as defined in Treas. Reg. §1.468B-

1(1')(2)) back t0 the earliest permitted date. Such elections shall be made in compliance With the

procedures and requirements contained in such Treasury regulations promulgated under §1.468B 0f the

Internal Revenue Code of 1986, as amended (the “Code”). It shall be the responsibility of the Escrow

Agent to timely and properly prepare and deliver the necessary documentation for signature by all

necessary parties, and thereafter t0 cause the appropriate filing to occur.

2.9 For the purpose of §1.468B 0f the Code and the Treasury regulations thereunder, the

Escrow Agent shall be designated as the “administrator” 0f the Settlement Fund. The Escrow Agent

shall timely and properly file all informational and other tax returns necessary or advisable with respect

to the Settlement Fund (including, Without limitation, the returns described in Treas. Reg. §1.468B-

2(k)). Such returns (as well as the election described in ‘J[2.8 hereof) shall be consistent with this

Section and in all events shall reflect that all Taxes 0n the income earned by the Settlement Fund shall

be paid out 0f the Settlement Fund as provided in ‘J[2. 10 hereof.

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2. 10 A11: (a) taxes (including any estimated taxes, interest 0r penalties) arising With respect t0

the income earned by the Settlement Fund, including any taxes 0r tax detriments that may be imposed

upon Defendants 0r the Released Defendant Parties With respect to any income earned by the

Settlement Fund for any period during Which the Settlement Fund does not qualify as a “qualified

settlement fund” for federal or state income tax purposes (“Taxes”); and (b) expenses and costs incurred

in connection With the operation and implementation of this Section (c) (including, Without limitation,

expenses of tax attorneys and/or accountants and mailing and distribution costs and expenses relating t0

filing (0r failing to file) the returns described in this Section (c)) (“Tax Expenses”), shall be paid out of

the Settlement Fund. In no event shall Defendants 0r the Released Defendant Parties have any

responsibility for or liability with respect to the Taxes or the Tax Expenses. The Settlement Fund shall

indemnify and hold each 0f the Defendants and the Released Defendant Parties harmless for Taxes and

Tax Expenses (including, without limitation, Taxes payable by reason of any such indemnification).

Further, Taxes and Tax Expenses shall be treated as, and considered to be, a cost 0f administration of

the Settlement Fund and shall be timely paid by the Escrow Agent out 0f the Settlement Fund without

further consent 0f Defendants, or prior order from the Court, and the Escrow Agent shall be obligated

(notwithstanding anything herein t0 the contrary) to withhold from distribution to Settlement Payment

Recipients any funds necessary to pay such amounts, including the establishment 0f adequate reserves

for any Taxes and Tax Expenses (as well as any amounts that may be required to be Withheld under

Treas. Reg. §1.468B-2(l)(2)); neither Defendants nor the Released Defendant Parties are responsible

therefor nor shall they have any liability With respect thereto. The Parties hereto agree t0 cooperate

With the Escrow Agent, each other, and their tax attorneys and accountants t0 the extent reasonably

necessary t0 carry out the provisions 0f this ‘][2. 10.

3. Submission 0f the Settlement t0 the Court for Approval

3.1 As soon as practicable after this Settlement has been executed, the Parties shall: (1) take

all steps necessary t0 stay the Action pending further order 0f the Court; and (2) jointly apply to the

Court for entry of an Order in the form attached hereto as Exhibit A (the “Preliminary Approval

Order”), providing for, among other things: (a) preliminary approval 0f the Settlement of the Action

embodied in this Settlement; (b) the dissemination of the Notice of Proposed Settlement 0f Class Action

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(the “Notice”), substantially in the form attached hereto as Exhibit A- 1, together With a Proof of Claim

form, substantially in the form attached hereto as Exhibit A-2; (c) the publication 0f the Summary

Notice of Proposed Settlement 0f Class Action (the “Summary Notice”), substantially in the form

attached hereto as Exhibit A-3; and (d) the scheduling of the Settlement Hearing at which the Court

shall consider: (i) Whether the Settlement is fair, reasonable and adequate and, upon maknig such

determination, direct consummation pursuant to its terms, (ii) the joint request of the Parties that the

Judgment be entered in all material respects, substantially in the form attached hereto as Exhibit B, (iii)

Class Counsel’ s application for an award 0f attorneys’ fees and expenses, and award t0 Plaintiff Central

Laborers’ Pension Fund for its representation of the Class, and (iv) any objections to any of the

foregoing. The Parties shall jointly request at the Settlement Hearing that the Judgment be entered, and

shall take all reasonable and appropriate steps to obtain Final entry of the Judgment in all material

respects, substantially in the form attached hereto as Exhibit B.

3.2 Defendants’ counsel shall arrange t0 have provided t0 Class Counsel and/or the Claims

Administrator the stockholder list and other information at n0 cost, in an electronically-readable format,

that was used as the basis for distributing the consideration paid in the transaction to McAfee’s

shareholders. This stockholder list and related information shall be used solely t0 effectuate this

Settlement and shall in all events be kept confidential.

4. Releases

4.1 Upon the Effective Date, Plaintiff and each and every Class Member, and anyone acting

on their behalf, including their heirs, representatives, attorneys, affiliates, executors, trustees,

administrators, predecessors, successors, and assigns of each 0f them, in their capacity as such, shall be

deemed t0 have, and by operation 0f the Judgment shall have, fully, finally, and forever waived,

released, relinquished, and discharged against the Released Defendant Parties all of the Released

Plaintiff Parties’ Claims, whether 0r not such Class Member executes and delivers a Proof 0f Claim

form, and whether or not such Class Member shares or seeks t0 share in the Net Settlement Fund.

4.2 Upon the Effective Date, Plaintiff and each and every Class Member, and their heirs,

representatives, attorneys, affiliates, executors, trustees, administrators, predecessors, successors, and

assigns of each 0f them, in their capacity as such, shall be permanently barred and enjoined from

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maintaining, initiating, asserting, prosecuting 0r enforcing against each and every one 0f the Released

Defendant Parties, in any court 0r forum, either directly or indirectly, on their own behalf or 0n behalf

of any class 0r other person, any and all 0f the Released Plaintiff Parties’ Claims, Whether or not such

Class Member executes and delivers a Proof of Claim form, and Whether or not such Class Member

shares or seeks to share in the Net Settlement Fund.

4.3 Upon the Effective Date, each of the Released Defendant Parties shall be deemed to

have, and by operation 0f the Judgment shall have, fully, finally, and forever released, relinquished, and

discharged Released Plaintiff Parties from the Released Defendant Parties’ Claims.

4.4 With respect t0 any and all Released Plaintiff Parties’ Claims and Released Defendant

Parties’ Claims, the Parties stipulate and agree that upon the Effective Date, Plaintiff and Defendants

shall expressly waive, and each of the Class Members shall be deemed t0 have, and by operation of the

Judgment shall have, expressly waived, relinquished and released any and all provisions, rights and

benefits conferred by any law of any state 0r territory 0f the United States or other jurisdiction, 0r

principle of common law or foreign law, which is similar, comparable, or equivalent t0 Cal. CiV. Code

§1542, Which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THECREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TOEXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THERELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVEMATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THEDEBTOR OR RELEASED PARTY.

Plaintiff and Defendants acknowledge, and the other Class Members and the Released Defendant

Parties by operation 0f law t0 the maximum extent permitted by law shall be deemed to have

acknowledged, that they may discover facts in addition t0 or different from those now known or

believed t0 be true with respect t0 the Released Plaintiff Parties’ Claims and the Released Defendant

Parties’ Claims, but that it is the intention of Plaintiff and Defendants, and by operation of law the other

Class Members and the Released Defendant Parties, t0 completely, fully, finally and forever extinguish

any and all Released Plaintiff Parties’ Claims and Released Defendant Parties’ Claims, known or

unknown, suspected 0r unsuspected, contingent 0r non-contingent, whether 0r not concealed or hidden,

Which now exist, 0r heretofore existed, 0r may hereafter exist, upon any theory of law or equity now

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existing or coming into existence in the future, including, but not limited t0, conduct which is negligent,

reckless, intentional, With 0r without malice, or a breach of any duty, law or rule, and Without regard t0

the subsequent discovery of additional or different facts. Plaintiff and Defendants acknowledge, and the

other Class Members and the Released Defendant Parties by operation 0f law shall be deemed to have

acknowledged, that the inclusion of “Unknown Claims” in the definition of Released Plaintiff Parties’

Claims and Released Defendant Parties’ Claims was separately bargained for and was a key element 0f

the Settlement of Which this release is a part.

5. Administration and Calculation 0f Claims, Distribution and Supervision0f the Settlement Fund

5.1 The Claims Administrator, subj ect t0 such supervision and direction 0f Class Counsel 0r

the Court, as may be necessary 0r as circumstances may require, shall administer and calculate the

claims submitted by Class Members and shall oversee distribution 0f the Net Settlement Fund t0 the

Settlement Payment Recipients. The Released Defendant Parties shall have n0 responsibility for,

interest in, 0r liability whatsoever With respect t0 the administration, allocation, 0r distribution of the

Settlement Fund 0r Net Settlement Fund, or the actions 0r decisions 0f the Claims Administrator, and

shall have n0 liability t0 Class Members in connection therewith. The Settlement Fund shall be applied

as follows:

(a) to pay Administrative Costs;

(b) to pay the Taxes and Tax Expenses described in ‘J[2. 10 above;

(c) to pay the Fee and Expense Award and award t0 Plaintiff Central Laborers’

Pension Fund, if and to the extent allowed by the Court; and

(d) to distribute the Net Settlement Fund to Settlement Payment Recipients as

allowed by the Settlement 0r the Court.

5.2 Following the Effective Date, the Net Settlement Fund Will be disbursed by the Claims

Administrator to the Settlement Payment Recipients and Will be allocated on a per-share basis among

the Settlement Payment Recipients Who have submitted t0 the Claims Administrator a valid Proof of

Claim, signed under penalty of perj ury, within ninety (90) days after mailing 0f the Notice 0r such other

time as may be set by the Court.

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5.3 Except as otherwise ordered by the Court, all Class Members who fail to timely submit a

valid Proof of Claim Within such period, or such other period as may be ordered by the Court, or

otherwise allowed, shall be forever barred from receiving any payments pursuant t0 this Settlement, but

Will in all other respects be subject to and bound by the provisions of this Settlement, including the

terms 0f the Judgment and all releases contained herein. Notwithstanding the foregoing, Class Counsel

shall have the discretion (but not the obligation) t0 accept for processing late submitted claims so long

as the distribution of the Net Settlement Fund t0 Settlement Payment Recipients is not materially

delayed. No Person shall have any claim against Plaintiff, Class Counsel, 0r the Claims Administrator

by reason of the decision t0 exercise such discretion Whether to accept late submitted claims.

5.4 If there is any balance remaining in the Net Settlement Fund after a reasonable time from

the date of distribution 0f the Net Settlement Fund (Whether by reason 0f tax refunds, uncashed checks,

or otherwise), then, after the Claims Administrator has made reasonable and diligent efforts to have

Class Members Who are entitled t0 participate in the distribution of the Net Settlement Fund cash their

distributions, Class Counsel shall, if feasible, reallocate such balance among Settlement Payment

Recipients, Who cashed their initial distribution check and who would receive a minimum of $10.00, in

an equitable and economic fashion. These redistributions shall be repeated until the balance remaining

in the Net Settlement Fund is no longer practicable to distribute to Class Members. Thereafter, any

balance which still remains in the Net Settlement Fund shall be donated to the Santa Clara Public Law

Center.

5.5 No Person shall have any claim against Plaintiff and its counsel, including Class

Counsel, any Claims Administrator, or any other Person designated by Plaintiff’s counsel to assist With

claims processing, based 0n the distributions made substantially in accordance with this Settlement, or

further order(s) of the Court.

5.6 It is understood and agreed by the Parties that the distribution 0f the Net Settlement

Fund, including, but not limited to, any adjustments to a claim, is not a part 0f the Settlement and is to

be considered by the Court separately from the Court’s consideration 0f the fairness, reasonableness,

and adequacy 0f the Settlement, and any order or proceeding relating t0 distribution 0f the Net

Settlement Fund shall not operate to terminate 0r cancel the Settlement or affect the finality of the

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Court’ s Judgment approving the Settlement, or any other orders entered pursuant to the Settlement. The

time t0 appeal from approval 0f the Settlement shall commence upon the Court’s entry of the Judgment

regardless of Whether a distribution plan has been approved.

6. Conditions 0f Settlement

6.1 The Effective Date of the Settlement shall be subj ect to the following conditions, which

the Parties shall use their best efforts to achieve:

(a) the Court enters the Preliminary Approval Order in all material respects in the

form attached hereto as Exhibit A;

(b) the Court has approved the Settlement described herein, following Notice t0 the

Class and a Settlement Hearing, as prescribed herein;

(c) the Court enters the Judgment in all material respects in the form attached hereto

as Exhibit B, or a judgment in a form other than that provided in Exhibit B that is acceptable to all 0f

the Parties;

(d) no Party has exercised its right to terminate the Settlement;

(e) the Judgment has become Final as defined in (111.10;

(f) the Settlement Amount shall have been deposited in the Escrow Account as

required by the Settlement; and

(g) the Parties have complied with their obligations set forth herein in all material

respects.

6.2 Upon the Effective Date, any and all remaining interest or right 0f any Defendant 0r any

Released Defendant Party in or to the Settlement Fund, if any, shall be forever extinguished.

6.3 If all the conditions specified in ‘][6.1 are not met, then the Settlement shall be null and

void and of n0 force and effect subject t0 ‘][9.2 and ‘J[9.3, unless Class Counsel and counsel for

Defendants mutually agree in writing to proceed With the Settlement.

7. Attorneys’ Fees and Expenses and Service Award

7.1 Class Counsel may apply for an award of attorneys’ fees and expenses from the entire

Settlement Fund (the “Fee and Expense Application”), Without deduction for any Administrative Costs

paid by Defendants pursuant t0 ‘J[2.3. Class Counsel may also request a service award (“Service

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Award”) for Plaintiff Central Laborers’ Pension Fund for its time and effort in prosecuting this Action

for the benefit 0f the Class. The Parties acknowledge and agree that any Fee and Expense Award and

Service Award shall be paid solely from the Settlement Fund.

7.2 Any attorneys’ fees and expenses awarded t0 Class Counsel by the Coufi shall be paid t0

Class Counsel immediately upon an order awarding such fees and expenses, after the Settlement

Amount has been paid into the Escrow Account, notwithstanding the existence of any timely filed

objections thereto, 0r potential for appeal therefrom, 0r collateral attack on the Settlement or any part

thereof, subj ect to Class Counsel’s several obligation to make appropriate refunds or repayments to the

Settlement Fund, if and when, as a result of any appeal and/or further proceedings 0n remand, 0r

successful collateral attack, the fee or expense award is lowered 0r extinguished, or the Settlement shall

terminate, 0r be canceled, or shall not become effective for any reason. The procedure for and the

allowance 0r disallowance by the Court 0f any applications for attorneys’ fees and expenses, t0 be paid

out of the Settlement Fund, are not part 0f the Settlement, and are to be considered by the Court

separately from the Court’s consideration of the fairness, reasonableness, and adequacy 0f the

Settlement, and any order or proceeding relating t0 the Fee and Expense Application, or any appeal

from any order relating thereto 0r reversal 0r modification thereof, shall not operate to terminate or

cancel the Settlement, or affect 0r delay the finality 0f the Judgment approving the Settlement and the

resolution 0f the Action set forth therein.

7.3 Class Counsel shall allocate the Fee and Expense Award amongst other Plaintiff’s

counsel in a manner in which it in good faith believes reflects the contributions 0f such counsel t0 the

prosecution and settlement 0f the Action.

7.4 The Released Defendant Parties shall have no input into or responsibility or liability

regarding the fairness, reasonableness, 0r adequacy of the Fee and Expense Award or any service award

for Plaintiff Central Laborers’ Pension Fund (provided, however, that it shall be the sole plaintiff

entitled t0 such an award), 0r the allocation by Class Counsel of the Fee and Expense Award.

8. Stay Pending Court Approval

8.1 Plaintiff and Defendants agree that all outstanding discovery and other obligations will

be stayed Without delay and t0 stay all further proceedings in the Action and not t0 initiate any other

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proceedings other than those incident t0 the Settlement itself pending the occurrence 0f the Effective

Date 0r after this Settlement has been terminated pursuant to its terms.

9. Termination 0f Settlement; Effect 0f Termination

9.1 Plaintiff and Defendants shall each have the right t0 terminate the Settlement by

providing written notice of their election to d0 so to each other Within ten (10) business days of: (a) the

Court’s declining t0 enter the Preliminary Approval Order in any material respect prejudicial t0 the

party electing t0 terminate, substantially in the form attached hereto as Exhibit A; (b) the Court’s

declining to enter the Judgment in any material respect, substantially in the form attached hereto as

Exhibit B; 0r (c) the Court’s entry of the Judgment but on 0r following appellate review, remand,

collateral attack or other proceedings, the Judgment is modified or reversed in any material respect.

Neither a modification nor a reversal on appeal 0f the amount of the Fee and Expense Award shall be

deemed a material modification of the Judgment 0r this Settlement.

9.2 Notwithstanding anything t0 the contrary set forth herein, in the event that the Court

approves the Settlement and enters the Judgment, but Defendants fail t0 cause the Settlement Amount t0

be deposited in accordance With this Settlement, nothing herein shall be construed to limit or prejudice

in any way any of Plaintiff’s rights t0 seek enforcement 0f the terms 0f the Settlement, including

specifically, rights t0 sue for breach of contract and for specific performance and/or t0 seek appropriate

legal and/or equitable relief from the Court to enforce the Settlement.

9.3 Unless otherwise ordered by the Court, in the event the Settlement shall terminate, 0r be

canceled, or shall not become effective for any reason, within ten (10) business days after written

notification of such event is sent by counsel for Defendants to the Escrow Agent, the Escrow Agent

shall refund the Settlement Fund to Defendants, less approved expenses Which have either been

disbursed or are chargeable t0 the Settlement Fund. The Escrow Agent or its designee shall apply for

any tax refund owed on the Settlement Fund and pay the proceeds, after deduction of any fees or

expenses incurred in connection With such application(s) for refund, pursuant to written instructions

from Defendants’ counsel.

9.4 If the Effective Date does not occur, or if this Settlement is disapproved, canceled or

terminated pursuant t0 its terms, or the Settlement otherwise does not become Final for any reason,

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then: (a) this Settlement shall be deemed null and void with the exception of ‘JI‘JI63, 7.2, 9.2, 9.3, 10.6,

10.9 hereto, which shall remain in full force and effect, and Plaintiff and Defendants shall be deemed t0

have reverted to their respective litigation status in all respects as if the Settlement had not been

executed and the related orders had not been entered, and in that event all of their respective claims and

defenses as t0 any issue in the Action shall be preserved Without prejudice, and neither the Settlement,

the Exhibits hereto, nor the settlement negotiations shall be used or referred t0 in any action or

proceeding for any purpose (other than to enforce the terms remaining in effect); and (b) if the

Settlement Amount has been paid into the Escrow Account, the Escrow Agent shall return and refund

the Settlement Amount (including accrued interest) and all payments disbursed, less Administrative

Costs Which have been disbursed.

9.5 If the Court does not enter the Judgment in substantially the form of Exhibit B hereto, or

if the Court enters the Judgment and appellate review is sought and, on such review, the Judgment is

vacated, modified, 0r reversed, then this Settlement shall be cancelled and terminated, unless all parties

Who are adversely affected thereby, in their sole discretion Within thirty (30) days from the date 0f the

mailing 0f such ruling t0 such parties, provide written notice t0 all other parties hereto of their intent t0

proceed With the Settlement under the terms of Judgment as modified by the Court 0r on appeal. Such

notice may be provided 0n behalf of Plaintiff by Class Counsel. N0 Party shall have any obligation

whatsoever t0 proceed under any terms other than in the form provided and agreed t0 herein; provided,

however, that no order 0f the Court concerning any fee and expense application, or any modification or

reversal 0n appeal 0f such order, shall constitute grounds for cancellation 0r termination of this

Settlement by any Party.

9.6 Any Party that seeks to enforce this Settlement in any action or by motion practice in this

Court and is deemed t0 be a prevailing party shall be entitled t0 seek an award 0f attorneys’ fees and

expenses.

10. Miscellaneous Provisions

10.1 This Settlement compromises claims which are contested and shall not be deemed an

admission by any Party as t0 the merits of any claim 0r defense.

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10.2 A11 of the Exhibits attached hereto are material and integral parts hereof and shall be

incorporated by reference as though fully set forth herein.

10.3 This Settlement may not be amended 0r modified, nor may any of its provisions be

waived, except by a written instrument signed by counsel for Plaintiff and Defendants or their

successors—in-interest.

10.4 The headings herein are used for the purpose of convenience only and are not meant to

have legal effect.

10.5 Plaintiff and Defendants represent and agree that the terms 0f the Settlement were

negotiated at arm’s length and in good faith by Plaintiff and Defendants, and reflect a settlement that

was reached voluntarily based upon adequate information and sufficient discovery and after

consultation With experienced legal counsel. Defendants and Plaintiff agree that, during the course of

this litigation, the litigants and their respective counsel at all times complied with the requirements 0f

California Code of Civil Procedure §128.7. The Parties reserve their right t0 rebut, in a manner that

such party determines to be appropriate, any contention made in any public forum that the Action was

brought 0r defended in bad faith or Without a reasonable basis.

10.6 Defendants deny any and all allegations of wrongdoing, fault, liability 0r damage in the

Action. Plaintiff and Defendants covenant and agree that neither this Settlement, nor the fact 0r any

terms of it, or any communications relating thereto, is evidence, or an admission or concession by

Plaintiff or Defendants or their counsel, any Class Member, or any other Released Defendant Party or

Released Plaintiff Party, 0f any fault, liability or wrongdoing whatsoever, as to any facts 0r claims

alleged 0r asserted in the Action, or any other actions or proceedings, or as t0 the validity or merit 0f

any of the claims or defenses alleged 0r asserted in any such action or proceeding. This Settlement is

not a finding or evidence 0f the validity 0r invalidity 0f any claims 0r defenses in the Action, any

wrongdoing by Plaintiff, Defendants, any Class Member or other Released Defendant Party 0r Released

Plaintiff Party, or any damages or injury to Plaintiff, Defendants, any Class Member 0r other Released

Defendant Party or Released Plaintiff Party. Neither the Settlement, nor any act performed or document

executed pursuant t0 0r in furtherance of the Settlement: (a) is 0r may be deemed t0 be, or may be used

as, a presumption, concession, or admission 0f, 0r evidence of, the validity of any Released Plaintiff

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Parties’ Claim or of any wrongdoing 0r liability 0f the Released Defendant Parties; 0r (b) is 0r may be

deemed to be, or may be used as, a presumption, concession, or admission of, or evidence 0f, any fault

or omission 0f any of the Released Defendant Parties in any civil, criminal, or administrative

proceeding in any court, administrative agency, or other tribunal; or (c) is 0r may be deemed to be, 0r

may be used as, an admission or evidence that any claims asserted by Plaintiff or its counsel were not

valid in any civil, criminal, or administrative proceeding. The Released Defendant Parties may file the

Settlement and/or the Judgment in any action that may be brought against them in order t0 support a

defense or counterclaim based 0n principles 0f res judicata, collateral estoppel, release, good faith

settlement, judgment bar 0r reduction, or any other theory of claim preclusion 0r issue preclusion 0r

similar defense or counterclaim.

10.7 The consummation of the Settlement shall be under the authority of the Court, and the

Court shall retain jurisdiction for the purpose 0f enforcement or implementation 0f the terms of this

Settlement.

10.8 Without further order of the Court, Plaintiff and Defendants may agree to reasonable

extensions of time t0 carry out any of the provisions of this Settlement.

10.9 T0 the extent permitted by law, all agreements made and orders entered during the

course 0f the Action relating t0 the confidentiality of documents 0r information shall survive this

Settlement.

10.10 The waiver by Plaintiff or Defendants of any breach of this Settlement shall not be

deemed a waiver 0f any other prior 0r subsequent breach of any provision of this Settlement.

10.1 1 This Stipulation and the Exhibits attached hereto constitute the entire agreement between

Plaintiff, 0n the one hand, and Defendants, on the other hand, and supersede any prior agreements

among Plaintiff, on the one hand, and Defendants, 0n the other hand, With respect to the Settlement. N0

representations, warranties or inducements have been made to or relied upon by any Party concerning

this Stipulation or its Exhibits, other than the representations, warranties and covenants expressly set

forth in such documents. It is understood by the Parties that, except for the matters expressly

represented herein, the facts or law with respect t0 Which this Settlement is entered into may turn out t0

be other than 0r different from the facts now known to each party 0r believed by such party t0 be true;

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each party therefore expressly assumes the risk of the facts or law turning out to be so different, and

agrees that this Settlement shall be in all respects effective and not subj ect t0 termination by reason of

any such different facts or law.

10. 12 This Stipulation may be executed in one 0r more counterparts, including by facsimile

and electronic mail. A11 executed counterparts and each 0f them shall be deemed t0 be one and the

same instrument. A complete set of executed counterparts shall be filed With the Court.

10.13 The Parties and their respective counsel 0f record agree that they Will use their

reasonable best efforts to obtain all necessary approvals of the Court required by this Settlement

(including, but not limited to, using their reasonable best efforts to resolve any obj ections raised to the

Settlement), and to promptly agree upon and execute all such other documentation as may be

reasonably required t0 obtain final approval by the Court of the Settlement.

10. 14 Each counsel signing this Stipulation represents and warrants that such counsel has been

duly empowered and authorized t0 sign this Stipulation 0n behalf of his or her clients.

10.15 This Stipulation shall not be construed more strictly against one Party than another

merely by Virtue 0f the fact that it, 0r any part of it, may have been prepared by counsel for one of the

Parties, it being recognized that it is the result of arm’s—length negotiations between the Parties, and all

Parties have contributed substantially and materially t0 the preparation 0f this Stipulation.

10.16 This Settlement shall bind and inure to the benefit of the current and former parents,

subsidiaries, predecessors, successors, partners (limited and general), agents, representatives,

successors, heirs, and assigns of the Parties, and shall inure t0 the benefit 0f all of the Released

Defendant Parties and the Released Plaintiff Parties (including the Class Members).

10.17 This Settlement, and any and all disputes arising out 0f or relating in any way t0 this

Settlement, whether in contract, tort 0r otherwise, shall be governed by and construed in accordance

With the laws of the State 0f California, Without regard t0 conflicts 0f law principles. The Parties agree

that any dispute arising out 0f 0r relating in any way t0 the Settlement shall not be litigated 0r otherwise

pursued in any forum 0r venue other than the Court, and the Parties expressly waive any right to

demand a jury trial as t0 any such dispute.

_ 23 _


IN WITNESS WHEREOF, the Parties hereto have caused this Stipulation to be executed, by

2 their duly authorized attorneys, dated as of :? ft '3 , 2019. I

3 ROBBINS GELLER RUDMAN &DOWDLLP

4 RANDALL J. BARON A. RICK ATWOOD, JR.

5 MAXWELL R. HUFFMAN

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MAXWELL R. HUFFMAN

655 West Broadway, Suite 1900 San Diego, CA 92101 Telephone: 619/231-1058 619/231-7423 (fax)


CAVANAGH & O'HARA PATRICK J. O'HARA 407 East Adams Street Springfield, IL 62701 Telephone: 217/544-1771 217/544-9894 (fax)

Additional counsel for plaintiff Central Laborers' Pension Fund

MUNGER, TOLLES & OLSON LLP JOHN W. SPIEGEL ROBERT L. DELL ANGELO JOHN M. GILDERSLEEVE MARIAJHAI STE~ili~

ROBERT L. DELL ANGELO

350 Grand Avenue, 50th Floor Los Angeles, CA 90071 Tel: 213/683-9100 Fax: 213/687-3702

Counsel for Defendants Intel Corporation and McAfee Inc.

STIPULATION OF SETTLEMENT

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GIBSON DUNN & CRUTCHER LLP PAUL J. COLLINS 1881 Page Mill Road Palo Alto, CA 94304 Tel: 650/849-5300 Fax: 650/849-5333

Counsel for Defendants Intel Corporation and McAfee, Inc.

WILSON SONSINI GOODRICH & ROSATI, P.C. BORIS FELDMAN RODNEY G. STRICKLAND,

650 Page Mill Road Palo Alto, CA 94304-1001 Tel: 650/493-9300 Fax: 650/493-6811

Counsel for Defendant David G. De Walt

- 25 -STIPULATION OF SETTLEMENT

EXHIBIT A

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$>

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RANDALL J. BARON (150796)A. RICK ATWOOD, JR. (156529)MAXWELL R. HUFFMAN (264687)655 West Broadway, Suite 1900San Diego, CA 92101Telephone: 619/23 1- 1058619/23 1-7423 (fax)





Consolidated action, including:

Greenberg v. McAfee, Inc., Santa Clara CountySuperior Court, Case No. 1:10-CV-180413

Colwell v. McAfee, Inc., Santa Clara CountySuperior Court, Case No. 1:10-CV-180420

Faulkner v. McAfee, Inc., Santa Clara CountySuperior Court, Case No. 1:10-CV-180597

Korsinsky v. Bass, Santa Clara County Superior

Court, Case N0. 1:10-CV-180928

This Document Relates T0:

ALL ACTIONS.

Lead Case No. 1:10-CV- 1 80413

CLASS ACTION

[PROPOSED] ORDER GRANTINGPRELIMINARY APPROVAL OF CLASSACTION SETTLEMENT AND PROVIDINGFOR NOTICE

Judge: Hon. Thomas E. Kuhnle

)

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)EXHIBITA

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Dept: 5

)

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)

)

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-1-[PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT

1534757_2

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WHEREAS, the Parties t0 the above-entitled action (the “Action”), plaintiff Central Laborers’

Pension Fund (“Plaintiff”) and defendants Intel Corporation (“Intel”), McAfee, Inc. (“McAfee”), and

David G. DeWalt (“DeWalt”), entered into a Stipulation 0f Settlement dated March 13, 2019

(“Stipulati0n” or “Settlement”), which is subj ect to review by this Court and Which, together With the

Exhibits thereto, sets forth the terms and conditions for the Settlement 0f the claims in the Action; and

the Court having read and considered the Stipulation and the accompanying documents; and the Parties

having consented to the entry of this Order; and all capitalized terms used herein having the meanings

defined in the Stipulation;

IT IS HEREBY ORDERED that:

1. The Court preliminarily finds that the Settlement is sufficiently fair, reasonable, and

adequate t0 warrant providing notice 0f the Settlement t0 the Class. As a result, the Court preliminarily

approves the Settlement and adopts the terms of the Stipulation for the purpose 0f this Order Granting

Preliminary Approval of Class Action Settlement and Providing for Notice (the “Order”).

2. A hearing (the “Settlement Hearing”) shall be held before the Court on

, 2019, at _: _ _.m., in Department 5 0f the Superior Court of the State of

California, County of Santa Clara, 191 North First Street, San Jose, CA 951 13 to determine:

(a) Whether the Settlement should be approved by the Court as fair, reasonable, and

adequate;

(b) Whether the Judgment, attached as Exhibit B t0 the Stipulation, should be entered

in all material respects;

(c) Whether the proposed plan 0f distribution should be approved; and

(d) Whether the Court should approve Class Counsel’s application for an award of

attorneys’ fees and expenses (the “Fee and Expense Application”), and Plaintiff’ s request for payment

for its time, effort and service in representing the Class in this Action (“Service Award”).

3. A11 papers in support 0f the Settlement, the plan of distribution, the Fee and Expense

Application, and Service Award shall be served and filed n0 later than fourteen (14) calendar days

before the deadline for filing objections, and any reply briefs shall be served and filed 0n 0r before

seven (7) calendar days before the Settlement Hearing.

_ 2 _

[PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT1534757_2

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4. The Court may adj ourn 0r continue the Settlement Hearing 0r any aspect thereof without

further notice t0 the Class.

5. The Court may approve the Settlement at 0r after the Settlement Hearing with such

modification as may be consented to by the Parties t0 the Stipulation and Without further notice t0 the

Class.

6. Class Counsel is hereby authorized t0 retain the firm 0f Gilardi & C0. LLC (“Claims

Administrator”) t0 supervise and administer the notice procedure as well as the processing of claims as

more fully set forth below:

(a) Within five (5) calendar days 0f the date of this Order, Defendants’ counsel, at n0

cost, shall provide Class Counsel and/or the Claims Administrator with the stockholder list and other

information, in an electronically-readable format, that was used as the basis for distributing the

consideration paid to McAfee stockholders in connection with Intel’s acquisition 0f McAfee;

(b) Within fourteen (14) calendar days 0f the date 0f this Order (the “Notice Date”),

the Claims Administrator shall cause a copy 0f the Notice and Proof of Claim, substantially in the forms

annexed as Exhibits A-l and A-2 hereto, t0 be mailed, by First-Class Mail, postage prepaid, to all

members 0f the Class Who can be identified with reasonable effort;

(c) Within seven (7) calendar days of the Notice Date, the Claims Administrator

shall cause the Summary Notice, substantially in the form annexed as Exhibit A-3 hereto, to be

published once in The Wall Street Journal, Investor’s Business Daily and over the Business Wire;

(d) Within fourteen (14) calendar days 0f the Notice Date, the Claims Administrator

shall post the Stipulation, Notice and Proof 0f Claim on WWW.McAfeeShareholderSettlement.com;

(e) Within two (2) business days 0f filing, the Claims Administrator shall post all

papers in support 0f final approval 0f the Settlement, the plan 0f distribution, and request for attorneys’

fees and expenses and service award 0n WWW.McAfeeShareholderSettlement.com; and

(f) At least seven (7) calendar days prior t0 the Settlement Hearing, Class Counsel

shall serve on Defendants’ counsel and file With the Court proof of such mailing and publication by

affidavit 0r declaration.

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7. The Claims Administrator shall make additional copies 0f the Notice and Proof 0f Claim

available t0 nominee holders such as brokerage firms who held McAfee common stock and exchanged

their shares for consideration in the acquisition 0f McAfee by Intel at the price of $48.00 per share.

Such nominee holders are requested t0 forward copies of the Notice and Proof 0f Claim t0 all beneficial

owners of such shares promptly after receipt of the Notice and Proof of Claim or t0 provide the Claims

Administrator with a list of the names and addresses 0f such beneficial owners promptly. The Claims

Administrator shall mail copies of the Notice and Proof 0f Claim t0 any beneficial owners Where

addresses are provided t0 the Claims Administrator by the nominee owners 0f such common shares.

A11 reasonable expenses incurred in identifying and notifying Class Members, as well as administering

the Settlement, shall be paid as set forth in the Stipulation.

8. The Court approves, in form and content, the Notice, Proof of Claim, and Summary

Notice, substantially in the forms annexed as Exhibits A-l, A-2 and A-3 hereto, and finds that the

giving 0f notice as specified herein meets the requirements of the California Code 0f Civil Procedure

and due process, is the best notice practicable under the circumstances, including individual notice to all

Class Members Who can be identified through reasonable efforts, and shall constitute due and sufficient

notice t0 all persons and entities entitled to receive notice.

9. In order t0 be entitled to participate in the Net Settlement Fund, in the event the

Settlement is consummated in accordance With its terms set forth in the Stipulation, each Class Member

shall take the following actions and be subject t0 the following conditions:

(a) Within ninety (90) calendar days after the Notice Date, each Person claiming t0

be a Settlement Payment Recipient shall be required to submit to the Claims Administrator a completed

Proof of Claim, substantially in a form contained in Exhibit A-2 attached hereto and as approved by the

Court, signed under penalty 0f perjury.

(b) Except as otherwise ordered by the Court, all Class Members Who fail t0 timely

submit a Proof 0f Claim within such period, 0r such other period as may be ordered by the Court, shall

be forever barred from receiving any payments pursuant t0 the Stipulation and the Settlement set forth

therein, but Will in all other respects be subj ect to and bound by the provisions of the Stipulation, the

releases contained therein, and the Judgment. Notwithstanding the foregoing, Class Counsel may, in its

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discretion, accept for processing late submitted claims so long as the distribution 0f the Net Settlement

Fund to Settlement Payment Recipients is not materially delayed.

(c) As part of the Proof of Claim, each Class Member shall submit to thejurisdiction

of the Court With respect t0 the claim submitted.

10. The Court will consider obj ections to the Settlement, the plan 0f distribution, the Fee and

Expense Application, and/or the Service Award. Any person wanting to object may do so in writing.

Such objections and any supporting papers, accompanied by proof 0f Class membership, shall be filed

With the Clerk of the Court, Superior Court 0f the State of California, County 0f Santa Clara, Civil

Complex Center, 191 North First Street, San Jose, CA 951 13, and copies 0f all such papers served such

that they are received n0 later than sixty (60) calendar days after the Notice Date, upon the following:

Maxwell R. Huffman, Robbins Geller Rudman & Dowd LLP, 655 West Broadway, Suite 1900, San

Diego, CA 92101, 0n behalf 0f the Plaintiff and the Class. Persons who object in writing t0 the

Settlement, the plan 0f distribution, the Fee and Expense Application, and/or the Service Award and

desire t0 present evidence at the Settlement Hearing should include in their written objections copies 0f

any exhibits they intend t0 introduce into evidence at the Settlement Hearing. If an objector hires an

attorney t0 represent him, her, or it for the purposes of making an objection, the attorney must both

effect service 0f a notice of appearance on counsel listed above and file it with the Court by n0 later

than sixty (60) calendar days after the Notice Date. A Class Member who files a written objection does

not have to appear at the Settlement Hearing for the Court t0 consider his, her 0r its obj ection. Class

Members may make oral obj ections t0 the Settlement at the Settlement Hearing without first submitting

a written objection. Any member 0f the Class who does not make his, her, 0r its objection in the

manner provided shall be deemed to have waived such objection and shall be foreclosed from making

any objection to the fairness 0r adequacy of the Settlement set forth in the Stipulation, to the plan of

distribution, t0 the Fee and Expense Application, and to the Service Award, unless the Court orders

otherwise.

11. The passage of title and ownership 0f the Settlement Fund t0 the Escrow Agent in

accordance with the terms and obligations of the Stipulation is approved. N0 Person that is not a Class

_ 5 _

[PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL 0F CLASS ACTION SETTLEMENT1534757_2

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Member or counsel to plaintiffs shall have any right to any portion 0f, or in the distribution of, the

Settlement Fund unless otherwise ordered by the Court 0r otherwise provided in the Stipulation.

12. A11 funds held by the Escrow Agent shall be deemed and considered to be in custodia

legis, and shall remain subject to the jurisdiction 0f the Court, until such time as such funds shall be

distributed pursuant to the Stipulation and/or further order(s) of the Court.

13. Neither the Released Defendants Parties nor their counsel shall have any responsibility

for the plan of distribution 0r any application for attorneys’ fees and expenses submitted by Class

Counsel, 0r the service award requested by Plaintiff, and such matters will be considered separately

from the fairness, reasonableness, and adequacy 0f the Settlement.

14. If the Settlement, including any amendment made in accordance with the Stipulation, is

not approved by the Court or shall not become effective for any reason whatsoever, the Settlement and

Stipulation (including any modification thereof), and any action taken or t0 be taken in connection

therewith (including this Order and anyjudgment entered herein), shall be terminated and shall become

null and void and 0f no further force and effect except that neither Plaintiff nor its counsel shall have

any obligation to repay any Administrative Costs paid 0r incurred prior t0 payment of the Settlement

Amount t0 the Settlement Fund pursuant t0 ‘J[2.3 of the Stipulation nor any Administrative Costs

actually and properly disbursed 0r incurred after the payment 0f the Settlement Amount into the

Settlement Fund.

15. Neither the Stipulation, nor any of its terms 0r provisions, nor any 0f the negotiations,

discussions, or proceedings connected with it, nor any act performed 0r document executed pursuant t0

or in furtherance 0f the Stipulation 0r the Settlement, may be construed as an admission 0r concession

by the Released Defendant Parties of the truth 0f any 0f the allegations in the Action, or of any liability,

fault, 0r wrongdoing 0f any kind.

16. The Court retains jurisdiction over all proceedings arising out of 0r related to the

Stipulation and/or the Settlement.

17. A11 proceedings in the Action, other than proceedings as may be necessary t0 carry out

the terms and conditions 0f the Settlement, are hereby stayed and suspended until further order 0f this

Court.

_ 6 _

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18. Without further order of the Court, the Parties may agree t0 reasonable extensions of

time t0 carry out any 0f the provisions 0f this Order or the Stipulation.

19. If the Settlement provided for in the Stipulation shall be approved by the Coufi following

the Settlement Hearing, a Judgment shall be entered as described in the Stipulation.

20. Pending final determination of whether the Settlement should be approved, neither the

Plaintiff, nor any Class Member, directly or indirectly, representatively, or in any other capacity, shall

commence 0r prosecute against any of the Released Defendant Parties, any action 0r proceeding in any

court or tribunal asserting any 0f the Released Plaintiff Parties’ Claims.

IT IS SO ORDERED.

DATED:THE HONORABLE THOMAS E. KUHNLEUNITED STATES DISTRICT JUDGE

Submitted by:


RANDALL J. BARONA. RICK ATWOOD, JR.MAXWELL R. HUFFMAN

MAXWELL R. HUFFMAN

655 West Broadway, Suite 1900San Diego, CA 92 1 01Telephone: 6 1 9/23 1- 1058619/23 1-7423 (fax)


_ 7 _


EXHIBIT A-1

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CLASS ACTIONConsolidated action, including:



Faulkner v. McAfee, Inc., Santa Clara County

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NOTICE OF PROPOSED SETTLEMENT OF

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Superior Court, Case No. 1:10-CV-180597g

JUdge: Hon- Thomas E- KUhnle

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CLASS ACTION

EXHIBIT A-l

Korsinsky v. Bass, Santa Clara County Superior Dept: 5

Court, Case N0. 1:10-CV- 1 80928


ALL ACTIONS.

_ 1 _

NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION1527939_2

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TO: ALL PERSONS OR ENTITIES WHO HELD SHARES OF COMMON STOCKIN MCAFEE, INC. (“MCAFEE”) AND EXCHANGED THEIR SHARES FORCONSIDERATION IN THE ACQUISITION OF MCAFEE BY INTEL CORPORATIONAT THE PRICE OF $48.00 PER SHARE (THE “CLASS”)1

PLEASE READ THIS NOTICE CAREFULLY. THIS NOTICE RELATES TO APROPOSED SETTLEMENT OF THE ACTION REFERRED TO IN THE CAPTIONAND CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS.

THE PURPOSE OF THIS NOTICE

The purpose 0f this Notice is to inform you 0f a proposed settlement (the “Settlement”) of the

above-captioned action (the “Action”), by and among the parties t0 the Action pending before the

Superior Court of the State 0f California, County 0f Santa Clara (the “Court”), and 0f a hearing t0 be

held before the Court, in Department 5, 191 North First Street, San Jose, California, 0n ,

2019, at _.m. (the “Settlement Hearing”). The purpose 0f the Settlement Hearing is t0 determine:

(a) Whether the Court should approve the Settlement 0f the Action for a total of Eleven Million Seven

Hundred Thousand Dollars ($1 1,700,000.00) 0n the terms and conditions set forth in the Stipulation 0f

Settlement dated March 13, 2019 (“Stipulation”)2; (b) whether the Court should approve the proposed

plan 0f distribution; (c) whether the Court should grant the application 0f Class Counsel for an award of

attorneys’ fees and expenses and a plaintiff service award; and (d) such other matters as may properly

come before the Court.

The Court has the right to adj ourn the Settlement Hearing without further notice t0 the Class.

The Court also has the right to approve the Settlement with or Without modifications, t0 enter its final

judgment and t0 order the payment 0f attorneys’ fees and expenses without further notice to the Class.

1

Excluded from the Class are Defendants and any person, firm, trust, corporation 0r other entity

related t0 0r affiliated With any Defendant. Also excluded from the Class is any Person who validly

requested exclusion from the Class following the issuance 0f the Notice of Pendency. If you requestedexclusion from the Class in connection with the Notice 0f Pendency, n0 further action is required to beexcluded from the Class for purposes of the Settlement 0r any judgment that may be entered in this

Action.

2 The Stipulation and other related documents can be obtained 0n the case dedicated website at

WWW.McAfeeShareholderSettlement.com. A11 capitalized terms used herein have the same meanings as

the terms defined in the Stipulation.

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WHAT IS THIS LAWSUIT ABOUT?

On August 19, 2010, McAfee and Intel Corporation entered into an agreement and plan 0f

merger (the “Merger Agreement”), pursuant to which, among other things, Intel Corporation, through

its Wholly-owned subsidiary, Jefferson Acquisition Corporation (“Jefferson,” and together with Intel

Corporation, “Intel”), would acquire all outstanding shares of McAfee stock at a price 0f $48.00 per

share in cash subj ect to a vote 0f McAfee’ s shareholders, unless dissenting shareholders exercised their

statutory appraisal rights pursuant to Section 262 0f the Delaware General Corporation Law (“DGCL”).

This Action alleges that Defendant David DeWalt (“DeWalt”), who served as McAfee’s Chief

Executive Officer and a member of the McAfee Board of Directors, breached his fiduciary duties to the

Class. The Action further alleges that Defendants Intel and McAfee aided and abetted these alleged

breaches 0f fiduciary duty. Defendants deny these allegations. The Stipulation has a detailed

procedural history of the Action. The Stipulation can be obtained at

WWW.McAfeeShareholderSettlement.com.

REASONS FOR THE SETTLEMENT

Plaintiff, through its counsel, has investigated the claims and allegations asserted in the Action,

as well as the underlying events and transactions relevant t0 the Action. In evaluating the Settlement,

Plaintiff and its counsel have considered: (i) the benefits to the members of the Class (as defined

above) from the Settlement; (ii) the attendant risks of continued litigation and the uncertainty of the

outcome 0f the Action; (iii) the probability 0f success on the merits and the allegations contained in the

Action, including the uncertainty relating to the proof 0f those allegations; (iv) the desirability of

permitting the Settlement t0 be consummated as provided by its terms; and (V) the conclusion of Class

Counsel that the terms and conditions of the Settlement are fair, reasonable, adequate, and in the best

interests of the Class.

Defendants have denied, and continue to deny, that they have committed or aided and abetted in

the commission of any Violation of law 0r engaged in any of the other wrongful acts alleged in the

Action, and expressly maintain that they have diligently and scrupulously complied with their fiduciary

and other legal duties, and are entering into the Settlement solely t0 eliminate the burden and expense 0f

further litigation.

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SUMMARY OF THE SETTLEMENT TERMS

In consideration for the full settlement and release of all Released Plaintiff Parties’ Claims (as

defined below), Intel and/or its insurers Will pay a total of Eleven Million Seven Hundred Thousand

Dollars ($1 1,700,000.00) (the “Settlement Amount”) for the benefit 0f the Class. This amount is in

addition to the $48.00 per share consideration McAfee common stock holders received pursuant to the

Merger Agreement.

The full terms 0f the agreement are set forth in the Stipulation (for instructions 0n how t0 obtain

further information, see “Scope 0f This Notice” below).

DISTRIBUTION OF THE NET SETTLEMENT FUND

If the Settlement is approved, the Settlement Amount, plus all accrued interest earned by the

Escrow Agent through permissible investments (the “Settlement Fund”), less any Fee and Expense

Award and plaintiff service award approved by the Court, and Administrative Costs (the “Net

Settlement Fund”), will be distributed as follows:

(a) Proof of Claim

Any Class Member Who wishes to participate in the distribution of the Net Settlement Fund

shall submit to the Claims Administrator a completed Proof 0f Claim, With adequate supporting

documentation, in the form enclosed and mail 0r submit it online so that it is postmarked (if mailed)

0r received (if submitted electronically) n0 later than , 2019. The Proof of Claim

may also be obtained and submitted online at WWW.McAfeeShareholderSettlement.com. Any Proof of

Claim submitted t0 the Claims Administrator after such date may be rejected as untimely. A11 Class

Members Who submit a valid Proof 0f Claim t0 the Claims Administrator will be “Settlement Payment

97Recipients. Notwithstanding the foregoing, Class Counsel shall have the discretion (but not the

obligation) t0 accept for processing late submitted claims so long as the payment t0 Settlement Payment

Recipients is not materially delayed. N0 Class Member shall have any claim against Plaintiff, Class

Counsel, 0r the Claims Administrator by reason 0f the decision to exercise such discretion whether t0

accept late submitted claims.

(b) Plan of Distribution of the Net Settlement Fund

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Following the Effective Date, the Net Settlement Fund will be disbursed by the Claims

Administrator to the Settlement Payment Recipients and will be allocated on a per-share basis amongst

the Settlement Payment Recipients based 0n the number 0f shares 0f McAfee common stock the

applicable Settlement Payment Recipient received consideration for in the acquisition of McAfee by

Intel at the price 0f $48.00 per share. No distribution shall be made t0 Settlement Payment Recipients

Who would otherwise receive a distribution of less than $10.00. Ifthere is any balance remaining in the

Net Settlement Fund after a reasonable time from the date of distribution 0f the Net Settlement Fund

(whether by reason of tax refunds, uncashed checks, 0r otherwise), then, after the Claims Administrator

has made reasonable and diligent efforts t0 have Class Members who are entitled t0 participate in the

distribution 0f the Net Settlement Fund cash their distributions, Class Counsel shall, if feasible,

reallocate such balance among Settlement Payment Recipients, Who cashed their initial distribution

check and Who would otherwise receive a distribution 0f at least $ 10.00, in an equitable and economic

fashion. These redistributions shall be repeated until the balance remaining in the Net Settlement Fund

is n0 longer practicable to distribute to Class Members. Thereafter, any balance which still remains in

the Net Settlement Fund shall be donated to the Santa Clara County Public Law Center.

JUDGMENT AND RELEASE OF CLAIMS

If the Settlement is approved, the Court Will enter an order and final judgment (the “Judgment”)

on the merits against the named Plaintiff and the Class that will release Released Defendant Parties

from all Released Plaintiff Parties’ Claims. Released Plaintiff Parties’ Claims means any and all

manner of claims (including Unknown Claims), actions, demands, losses, rights, causes of action,

liabilities, obligations, judgments, suits, disputes, matters and issues 0f any kind or nature whatsoever

(including, but not limited to, any claims for damages (whether compensatory, special, incidental,

consequential, punitive, exemplary 0r otherwise), injunctive relief, declaratory relief, rescission 0r

rescissionary damages, interest, attorneys’ fees, expert or consulting fees, costs, expenses, or any other

form of legal or equitable relief whatsoever), known 0r unknown, contingent 0r absolute, suspected or

unsuspected, disclosed 0r undisclosed, hidden or concealed, liquidated 0r unliquidated, matured or

unmatured, accrued or unaccrued, apparent or unapparent, that have been 0r could have been asserted in

the Action or in any court, tribunal, forum 0r proceeding (including, but not limited to, any claims

_ 5 _

NOTICE OF PROPOSED SETTLEMENT 0F CLASS ACTION1527939_2

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arising under federal, state or foreign law, common law, statute, rule, or regulation relating t0 alleged

fraud, breach 0f any duty, negligence, Violations 0f the federal or state securities and disclosure laws, 0r

otherwise, and any claims relating t0 unjust enrichment or self—dealing, including, but not limited t0,

claims relating t0 compensation, and including all claims Within the exclusive jurisdiction of the federal

courts), by 0r 0n behalf 0f Plaintiff or by or 0n behalf 0f any other Class Member in his, her, or its

capacity as a shareholder of McAfee, whether individual, direct, class, derivative, representative, legal,

equitable, 0r any other type 0r in any other capacity, against the Released Defendant Parties, and that

could have or now d0 arise out of, relate t0, concern, or are based upon the allegations, conduct, facts,

events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions, 0r

any other matter, thing 0r cause whatsoever, 0r any series thereof embraced, involved, 0r set forth in 0r

otherwise related, directly or indirectly, t0 the Action or the subject matter of the Action. Released

Plaintiff Parties’ Claims do not include any claims t0 enforce the Settlement.

Unknown Claims means:

1. any and all Released Plaintiff Parties’ Claims which Plaintiff 0r any other Class Member

does not know 0r suspect to exist in his, her, 0r its favor at the time 0f the release of the Released

Plaintiff Parties’ Claims against the Released Defendant Parties, including (Without limitation) claims

Which if known by him, her, or it, might have affected his, her, 0r its decisi0n(s) With respect to the

Settlement; and

2. any and all Released Defendant Parties’ Claims Which any Defendant or any other

Released Defendant Party does not know or suspect to exist in his, her, or its favor at the time of the

release of the Released Defendant Parties’ Claims against the Released Plaintiff Parties, including

(without limitation) claims Which if known by him, her, or it might have affected his, her, or its

decisi0n(s) with respect t0 the Settlement.

THE LAWYERS REPRESENTING THE CLASS

Class Counsel, Robbins Geller Rudman & Dowd LLP, Will represent the interests 0f all

members of the Class. You Will not be separately charged for these lawyers. As discussed below, any

payment of attorneys’ fees and expenses will be paid from the Settlement Fund. If you want to be

represented by your own lawyer, you may hire one at your own expense.

_ 6 _

NOTICE OF PROPOSED SETTLEMENT 0F CLASS ACTION1527939_2

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CLASS COUNSEL’S APPLICATION FOR ATTORNEYS’ FEES AND EXPENSES

Concurrently with seeking final approval 0f the Settlement, Class Counsel will apply t0 the

Court for an award 0f attorneys’ fees of 30% of the Settlement Amount, which is $3,5 10,000, plus up t0

$650,000 in expenses (the “Fee and Expense Application”). At the same time, Class Counsel may also

apply to the Court for a service award to Plaintiff, the Central Laborers’ Pension Fund, of up t0 $5,000.

Any Fee and Expense Award 0r plaintiff service award approved by the Court will be paid from the

Settlement Fund. Class Counsel will make the Fee and Expense Application n0 later than ,

20 1 9.

RIGHT TO APPEAR AND OBJECT

If you are a Class Member, you may obj ect t0 the terms 0f the Settlement. Whether or not you

object t0 the terms of the Settlement, you may also object t0 the requested attorneys’ fees and expenses,

the award to Plaintiff and/or the plan 0f distribution. In order for any objection to be considered, you

must appear at the Settlement Hearing 0r you must file a written statement, accompanied by proof of

Class membership, With the Court, and send a copy t0 Class Counsel such that it is received by

, 2019. The Court’s address is: Superior Court 0f Santa Clara County, 191 North First

Street, San Jose, CA 951 13 and Class Counsel’s address is: Robbins Geller Rudman & Dowd LLP, c/o

Maxwell Huffman, 655 West Broadway, Suite 1900, San Diego, CA 92101. The objection should state

Whether it applies only to the obj ector, t0 a specific subset 0f the Class, or t0 the entire Class, and also

state With specificity the grounds for the objection. Any person Who fails t0 object in the manner

provided above either by appearing at the Settlement Hearing and/or filing a written objection in

advance 0f the Settlement Hearing shall be deemed t0 have waived such objection and shall forever be

barred from making any such objection in the Action.

THE ORDER AND FINAL JUDGMENT OF THE COURT

If the Court determines that the Settlement is fair, reasonable, and adequate, the parties to the

Action will ask the Court to enter an Order and Final Judgment against the named Plaintiff and the

Class, which Will, among other things:

(a) approve the Settlement as fair, reasonable, and adequate, and direct

consummation of the Settlement in accordance with its terms and conditions;

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(b) release the Released Defendant Parties from the Released Plaintiff Parties’

Claims, and release the Released Plaintiff Parties from the Released Defendant Parties’ Claims; and

(c) retain jurisdiction over all matters relating to the administration and

consummation of the Settlement described therein.

In the event the Settlement is not approved, the Settlement shall be of no fufiher force and effect

and each party shall then be returned to his, her, 0r its respective position prior t0 the Settlement without

prejudice and as if the Settlement had not been entered into.

SCOPE OF THIS NOTICE

The foregoing description 0f the Settlement Hearing, the Action, the terms of the proposed

Settlement and other matters described herein does not purport to be comprehensive. Accordingly,

members 0f the Class are referred to the documents filed With the Court in the Action. You or your

attorney may examine the documents filed in the Action during regular business hours 0n any business

day at the office 0f the Superior Court of California, County of Santa Clara, 191 North First Street, San

Jose, CA 951 13 or online at: http://WWW.scscourt.org/online_services/case_info.

If you would like further information, you may contact:

Rick NelsonShareholder Relations


655 West Broadway, Suite 1900San Diego, CA 921011-800-449-4900

or

the Claims Administrator at

McAfee Shareholder Litigation

c/o Gilardi & Co. LLCP.O. Box 30254College Station, TX 77842-32541-844-510-5941WWW.McAfeeShareholderSettlement.cominfo@McAfeeShareholderSettlement.com

NOTICE TO THOSE HOLDING STOCK FOR THE BENEFIT OF OTHERS

Brokerage firms, banks and/or other persons or entities Who held shares of McAfee’ s common

stock for the benefit of others are directed promptly t0 (1) provide the Claims Administrator with a list

of the names and addresses of such beneficial owners; 0r (2) forward a copy of the Notice and Proof 0f

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Claim to all 0f their respective beneficial owners. If additional copies of the Notice and Proof 0f Claim

are needed for forwarding to such beneficial owners, they may be obtained from the Claims

Administrator by writing t0:


Claims Administratorc/o Gilardi & Co. LLCP.O. BOX 30254

College Station, TX 77842-3254

or downloaded from the Internet at www.McAfeeShareholderSettlement.com.

If you choose t0 mail the Notice and Proof of Claim yourself, you may obtain from the Claims

Administrator (without cost to you) as many additional copies of these documents as you will need t0

complete the mailing.

Regardless 0f whether you choose to complete the mailing yourself or elect t0 have the mailing

performed for you, you may obtain reimbursement for or advancement 0f reasonable administrative

costs actually incurred or expected to be incurred in connection with forwarding the Notice and which

would not have been incurred but for the obligation t0 forward the Notice, upon submission 0f

appropriate documentation to the Claims Administrator.

PLEASE DO NOT WRITE OR CALL THE COURT.

DATED;, 2019 BY ORDER OF THE SUPERIOR COURT

STATE OF CALIFORNIACOUNTY OF SANTA CLARA

_ 9 _


EXHIBIT A-2

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Faulkner v. McAfee, Inc., Santa Clara County Judge: Hon- Thomas E- KUhnle

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PROOF 0F CLAIM

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EXHIBIT A-2

Korsinsky v. Bass, Santa Clara County Superior



ALL ACTIONS.

_ 1 _

PROOF OF CLAIM1528053_2

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I. GENERAL INSTRUCTIONS

1. A11 capitalized terms not otherwise defined shall have the same meanings as set forth in

the Stipulation of Settlement dated March 13, 2019 (“Settlement”), which can be downloaded at


2. T0 recover as a member of the Class based 0n your claims in the action entitled In re

McAfee, Inc. Shareholder Litigation, Lead Case N0. 1:10-CV-180413 (the “Action”), YOU MUST

MAIL OR SUBMIT ONLINE YOUR COMPLETED AND SIGNED PROOF OF CLAIM,

ACCOMPANIED BY COPIES OF THE DOCUMENTS REQUESTED HEREH\I, ON OR BEFORE

, 2019, ADDRESSED AS FOLLOWS:


Claims Administratorc/o Gilardi & Co. LLCP.O. BOX 30254College Station, TX 77842-3254Online Submissions: WWW.McAfeeShareholderSettlement.com

3. Submission 0f this Proof 0f Claim, however, does not assure that you Will share in the

proceeds 0f the Settlement 0f the Action.

4. If you are a member of the Class and you did not timely request exclusion in connection

With the Notice of Pendency, you Will be bound by the terms of any judgment entered in the Action,

WHETHER OR NOT YOU SUBMIT A PROOF OF CLAIM.

II. DEFINITIONS

1. “Class” means all holders of McAfee common stock Who exchanged their shares for

consideration in the acquisition 0f McAfee by Intel Corporation at the price of $48.00 per share.

Excluded from the Class are Defendants and any person, firm, trust, corporation 0r other entity related

to or affiliated with any Defendant. Also excluded from the Class is any Person Who validly requested

exclusion from the Class following the issuance 0f the Notice of Pendency.

2. “Defendants” means Intel Corporation (“Intel”), McAfee, Inc. (“McAfee”), and David

G. DeWalt (“DeWalt”).

3. “Notice 0f Pendency” refers to the Notice of Pendency 0f Class Action that was issued in

connection with the Court’s order of April 2, 2012.

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4. “Released Defendant Parties” means Defendants, individually and collectively, and any

and all of their families, parent entities, subsidiaries, joint ventures and joint venturers, related or

affiliated entities, controlling 0r managing persons or entities, associates, investors, affiliates or

subsidiaries and each and all 0f their past, present, 0r future officers, directors, managing directors,

stockholders, employees, attorneys, financial 0r investment advisors, principals, insurers, excess

insurers and reinsurers, consultants, accountants and auditors, investment banks and bankers,

commercial banks and bankers, entities providing fairness opinions, brokers, dealers, underwriters,

analysts, engineers, advisers 0r agents, spouses, heirs, executors, assigns, trustees, general or limited

partners or partnerships, limited liability companies, members, personal or legal representatives, estates,

administrators, and each 0f their respective predecessors, successors, and assigns, whether 0r not served

With process and Whether or not such person appeared or was named as a defendant in the Action.

5. “Released Plaintiff Parties’ Claims” means any and all manner of claims (including

Unknown Claims), actions, demands, losses, rights, causes of action, liabilities, obligations, judgments,

suits, disputes, matters and issues 0f any kind or nature whatsoever (including, but not limited t0, any

claims for damages (whether compensatory, special, incidental, consequential, punitive, exemplary or

otherwise), inj unctive relief, declaratory relief, rescission 0r rescissionary damages, interest, attorneys’

fees, expert 0r consulting fees, costs, expenses, 0r any other form of legal or equitable relief

whatsoever), known 0r unknown, contingent or absolute, suspected 0r unsuspected, disclosed 0r

undisclosed, hidden 0r concealed, liquidated 0r unliquidated, matured 0r unmatured, accrued or

unaccrued, apparent or unapparent, that have been 0r could have been asserted in the Action or in any

court, tribunal, forum 0r proceeding (including, but not limited to, any claims arising under federal,

state 0r foreign law, common law, statute, rule, 0r regulation relating to alleged fraud, breach of any

duty, negligence, Violations 0f the federal or state securities and disclosure laws, 0r otherwise, and any

claims relating to unjust enrichment 0r self—dealing, including, but not limited to, claims relating t0

compensation, and including all claims within the exclusive jurisdiction of the federal courts), by or 0n

behalf of Plaintiff or by or on behalf of any other Class Member in his, her, or its capacity as a

shareholder of McAfee, whether individual, direct, class, derivative, representative, legal, equitable, 0r

any other type 0r in any other capacity, against the Released Defendant Parties, and that could have 0r

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now do arise out of, relate to, concern, or are based upon the allegations, conduct, facts, events,

transactions, acts, occurrences, statements, representations, misrepresentations, omissions, 0r any other

matter, thing 0r cause whatsoever, 0r any series thereof embraced, involved, or set forth in or otherwise

related, directly or indirectly, to the Action or the subject matter of the Action. Released Plaintiff

Parties’ Claims d0 not include any claims t0 enforce this Settlement.

III. CLAIMANT IDENTIFICATION

1. If you held McAfee common stock and exchanged your shares for consideration in the

acquisition 0f McAfee by Intel at the price 0f $48.00 per share, use Part I 0f this form entitled

“Claimant Identification” to list the claimant name, mailing address, and account information if relevant

(such as for a claim submitted on behalf 0f an IRA, Trust, or estate account). Please list the most

current claimant 0r account name as you would like the information t0 appear on the check if eligible

for payment. Please also provide a telephone number and/or e—mail address, as the Claims

Administrator may need t0 contact you with questions about the claim submitted. If your Claimant

Identification information changes, please notify the Claims Administrator in writing at the address

above.

2. A11 joint purchasers must sign this claim. If you are acting in a representative capacity

on behalf 0f a Class Member (for example, as an executor, administrator, trustee, 0r other

representative), you must submit evidence of your current authority t0 act on behalf 0f that Class

Member. Such evidence would include, for example, letters testamentary, letters 0f administration or a

copy of the trust documents 0r other documents which provide you with authority to submit the claim.

Please also indicate your representative capacity under your signature 0n page _ of this Proof of

Claim.

IV. CLAIM FORM

Use Part II of this form entitled “Schedule 0f Transactions in McAfee Common Stock” to

provide the number of shares of McAfee common stock you held and received consideration for in the

acquisition of McAfee by Intel at the price 0f $48.00 per share.

Broker confirmations 0r other documents verifying the number 0f shares 0f McAfee

common stock you received consideration for in the acquisition 0f McAfee by Intel at the price 0f

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$48.00 per share, should be attached t0 your claim. Failure t0 d0 so could delay verification 0f

your claim 0r result in rejection 0f your claim.



In re McAfee, Inc. Shareholder Litigation,

Lead Case N0. 1:10-CV- 1 80413

PROOF OF CLAIM

Must Be Postmarked (if Mailed) 0r Received (if Submitted Online) N0 Later Than:

, 2019

Please Type or Print

PART I: CLAIMANT IDENTIFICATION

Beneficial Owner’s Name (First, Middle, Last)

Street Address

City State or Province

Zip Code or Postal Code Country

Email Address

Social Security Number or

Taxpayer Identification Number

Area Code Telephone Number (work)

Area Code Telephone Number (home)

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Record Owner’s Name (if different from beneficial owner listed above)

PART II: SCHEDULE OF TRANSACTIONS IN MCAFEE COMMON STOCK

A. Number of shares 0f McAfee common stock you held and received consideration for in

the acquisition 0f McAfee by Intel at the price of $48.00 per share:

Broker confirmations 0r other documents verifying the number 0f shares of McAfee commonstock you received consideration for in the acquisition of McAfee by Intel at the price 0f $48.00 per

share, should be attached t0 your claim. Failure to d0 so could delay verification of your claim or result

in rejection 0f your claim.

V. SUBMISSION TO JURISDICTION OF COURT ANDACKNOWLEDGMENTS

1. I (We) submit this Proof of Claim under the terms of the Settlement described in the

Notice. I (We) also submit t0 the jurisdiction 0f the Superior Court 0f the State 0f California, County of

Santa Clara, with respect to my (our) claim as a Class Member. I (We) further acknowledge that I am

(we are) bound by and subj ect t0 the terms 0f any judgment that may be entered in the Action. I (We)

agree to furnish additional information to the Claims Administrator t0 support this claim if requested t0

do so. I (We) have not submitted any other claim covering the McAfee common stock I (we) held and

received consideration for in the acquisition 0f McAfee by Intel at the price of $48.00 per share, and

know 0f n0 other person having done so 0n my (our) behalf.

2. I (We) will fully and completely satisfy, finally and forever settle, release and discharge

from, and covenant not t0 sue With respect to, the Released Plaintiff Patties’ Claims as to each and all 0f

the Released Defendant Parties.

3. I (We) hereby warrant and represent that I (we) have not assigned 0r transferred or

purported t0 assign or transfer, voluntarily or involuntarily, any matter released pursuant to this release

or any other part or portion thereof.

4. I (We) hereby warrant and represent that I (we) have included information about all of

my (our) holdings in McAfee common stock requested in this Proof 0f Claim.

I declare under penalty 0f perjury under the laws of the State of California that the foregoing is

true and correct.

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Executed this day of (Month/Year).

(Sign your name here)

(Type or print your name here)

(Capacity 0f person(s) signing,

e. g., Beneficial Purchaser,

Executor or Administrator)

ACCURATE CLAIMS PROCESSING TAKES ASIGNIFICANT AMOUNT OF TIME.

THANK YOU FOR YOUR PATIENCE.

Reminder Checklist:

1. Please sign the above declaration.

2. Remember t0 attach copies of supporting documentation.

3. D0 not send originals 0f certificates or other documentation as they Will not be returned.

4. Keep a copy of your Proof 0f Claim and all supporting documentation for your records.

5. If you desire an acknowledgment 0f receipt 0f your Proof 0f Claim, please send it

Certified Mail, Return Receipt Requested.

6. If you move, please send your new address to the address below.

7. D0 not use red pen or highlighter on the Proof of Claim or supporting documentation.

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THIS PROOF OF CLAIM MUST BE POSTMARKED (IF MAILED) OR RECEIVED (IF

SUBMITTED ONLINE) NO LATER THAN, 2019, ADDRESSED AS FOLLOWS:


Claims Administrator

c/o Gilardi & C0. LLCP.O. Box 30254

College Station, TX 77842-3254

www.McAfeeShareholderSettlement.com

_ 8 _


EXHIBIT A-3

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SUMMARY NOTICE OF PROPOSED

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Faulkner v. McAfee, Inc., Santa Clara County )

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SETTLEMENT OF CLASS ACTION

EXHIBIT A-3

Judge: Hon. Thomas E. KuhnleSuperior Court, Case No. 1:10-CV-180597Dept: 5Korsinsky v. Bass, Santa Clara County Superior



ALL ACTIONS.

_ 1 _

SUMMARY NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION1527982_2

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IF YOU HELD SHARES OF COMMON STOCK IN MCAFEE, INC. (“MCAFEE”) ANDEXCHANGED YOUR SHARES FOR CONSIDERATION IN THE ACQUISITION OFMCAFEE BY INTEL CORPORATION (“INTEL”) AT THE PRICE OF $48.00 PERSHARE, YOUR RIGHTS MAY BE AFFECTED BY THE SETTLEMENT OF A CLASSACTION.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Superior Court of the State of

California, County 0f Santa Clara, that a hearing will be held on, 2019, at _:_ _.m. (the

“Settlement Hearing”), in Department 5, 191 North First Street, San Jose, California 951 13, for the

purpose of determining: (1) whether the proposed settlement 0f the claims in the Action for the sum of

$1 1,700,000.00 in cash on the terms set forth in the Stipulation of Settlement dated March 13, 2019

(“Stipulation” or “Settlement”) should be approved by the Court as fair, reasonable, and adequatel; (2)

whether the plan of distribution is fair, reasonable, and adequate and therefore should be approved; and

(3) whether the application of Class Counsel for an award of attorneys’ fees and expenses and a service

award to Plaintiff, the Central Laborers’ Pension Fund, should be approved.

If you received consideration for your McAfee common stock shares in the acquisition 0f

McAfee by Intel at the price of $48.00 per share, your rights may be affected by the Settlement of this

Action. If you have not received a more detailed Notice of Proposed Settlement of Class Action

(“Notice”) and a copy of the Proof of Claim, you may obtain copies by writing t0 McAfee Shareholder

Litigation, Claims Administrator, c/o Gilardi & Co. LLC, P.O. Box 30254, College Station, TX 77842-

3254, or you can download a copy at www.McAfeeShareholderSettlement.com. If you are a Class

Member, in order to share in the Settlement proceeds, you must submit a Proof of Claim by mail

postmarked n0 later than , 20 1 9, or submitted electronically no later than, 2019,

establishing that you are entitled to recovery. You will be bound by any judgment rendered in the

Action whether or not you make a claim. If you requested exclusion from the Class in connection with

the Notice of Pendency, n0 further action is required t0 be excluded from the Class for purposes of the

Settlement or any judgment that may be entered in this Action.

1

A11 capitalized terms not otherwise defined herein shall have the same meanings as set forth in the

Stipulation. The Stipulation can be Viewed and/or downloaded at


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Although you may appear and be heard at the Settlement Hearing without filing a written

submission in advance, should you Wish to file a written obj ection to the Settlement, the plan 0f

distribution, or Class Counsel’ s request for an award of attorneys’ fees and expenses and/or the service

award to Plaintiff, you may do so by filing it With the Court at the address below and sending it to Class

Counsel listed below such that it is received no later than , 2019:

The Court:

Clerk 0f the CourtSUPERIOR COURT OF CALIFORNIACOUNTY OF SANTA CLARA191 North First Street

San Jose. CA 951 13

Class Counsel:

Maxwell HuffmanROBBINS GELLER RUDMAN & DOWD LLP655 West Broadway, Suite 1900San Diego. CA 92101

Inquiries regarding the Settlement or the Action may be made t0 a representative 0f Class

Counsel 0r the Claims Administrator:


Shareholder Relations

655 West Broadway, Suite 1900

San Diego, CA 921011-800-449-4900


Claims Administrator

c/o Gilardi & Co. LLCP.O. Box 30254

College Station, TX 77842-32541-844-5 10-5941

WWW.McAfeeShareholderSettlement.com

PLEASE DO NOT CONTACT DEFENDANTS, THE COURT, OR THE CLERK OF

THE COURT ABOUT THE SETTLEMENT.

DATED:, 2019 BY ORDER OF THE SUPERIOR COURT

STATE OF CALIFORNIACOUNTY OF SANTA CLARA

_ 3 _


EXHIBIT B

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Faulkner v. McAfee, Inc., Santa Clara County

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[PROPOSED] ORDER AND FINAL

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JUdge: Hon- Thomas E- KUhnle

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JUDGMENT

EXHIBIT B

Korsinsky v. Bass, Santa Clara County Superior Dept: 5

Court, Case N0. 1:10-CV- 1 80928


ALL ACTIONS.

_ 1 _

[PROPOSED] ORDER AND FINAL JUDGMENT1527706_2

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This matter having come before the Superior Court of California for the County 0f Santa Clara

(the “Court”) for hearing (the “Settlement Hearing”) 0n a motion for final approval of the terms 0f the

Stipulation 0f Settlement dated March 13, 2019 (the “Settlement”)1; and due and adequate notice of the

Settlement Hearing having been given to the Class as ordered in the Court’s, 2019 Order

Granting Preliminary Approval of Class Action Settlement and Providing for Notice (the “Order”); and

the Court having considered the papers filed and proceedings herein and otherwise being fully

informed, and good cause appearing therefore, it is now ORDERED, ADJUDGED AND DECREED

THAT:

1. This Court has jurisdiction over the subject matter 0f this Action and over all of the

parties t0 the Action, including all members of the Class.

2. This Order and Final Judgment (the “Judgment”) incorporates and makes part hereof (i)

the Settlement; and (ii) the Court-approved Notice of Proposed Settlement of Class Action (the

“Notice”), Proof 0f Claim form and Summary Notice of Proposed Settlement of Class Action (the

“Summary Notice”), which were filed with the Court as Exhibits A-l, A-2 and A-3 t0 the Settlement.

3. The Notice given to the Class was the best notice practicable under the circumstances,

including individual notice to all members of the Class Who could be identified through reasonable

effort along with publication 0f the Summary Notice. The Notice provided due and adequate notice 0f

the Action and 0f the matters set forth in the Settlement, and the Notice fully satisfied the requirements

of state law and due process, and any other applicable law, statute 0r rule. A full opportunity t0 be

heard has been afforded t0 all Parties and the Class.

4. Pursuant t0 this Court’s order dated January 17, 2012, this Action is a certified class

action. The Class is defined as all holders 0f McAfee, Inc. (“McAfee”) common stock Who exchanged

their shares for consideration in the acquisition 0f McAfee by Intel Corporation at the price of $48.00

per share. Excluded from the Class are Defendants and any person, firm, trust, corporation 0r other

entity related t0 or affiliated with any Defendant. Also excluded from the Class is any Person who

validly requested exclusion from the Class following the issuance 0f the Notice of Pendency. The

Except as otherwise expressly provided herein, all capitalized terms shall have the same meaningsand/or definitions as set forth in the Settlement.

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individuals 0r entities who validly requested exclusion from the Class are identified in Exhibit A

attached hereto.

5. The Court hereby finds that the Settlement should be approved in that the Settlement is,

in all respects, fair, reasonable, and adequate to the Class. Accordingly, the Settlement is hereby

approved in its entirety, pursuant t0 the requirements of §382 0f the California Code 0f Civil Procedure

and Rule 3.769 of the California Rules of Court. The Parties are hereby directed t0 effectuate the

Settlement according t0 its terms. The Parties and all Class Members are hereby bound by this

Judgment and by the terms 0f the Settlement.

6. The Parties are to bear their own costs and fees, except as otherwise provided in the

Settlement.

7. Upon the Effective Date, Plaintiff and each and every Class Member shall be deemed t0

have, and by operation 0f this Judgment shall have, fully, finally, and forever waived, released,

relinquished, any and all manner of claims (including Unknown Claims), actions, demands, losses,

rights, causes 0f action, liabilities, obligations, judgments, suits, disputes, matters and issues of any kind

or nature whatsoever (including, but not limited t0, any claims for damages (Whether compensatory,

special, incidental, consequential, punitive, exemplary 0r otherwise), injunctive relief, declaratory relief,

rescission 0r rescissionary damages, interest, attorneys’ fees, expert or consulting fees, costs, expenses,

or any other form of legal 0r equitable relief whatsoever), known 0r unknown, contingent 0r absolute,

suspected 0r unsuspected, disclosed 0r undisclosed, hidden or concealed, liquidated 0r unliquidated,

matured or unmatured, accrued 0r unaccrued, apparent 0r unapparent, that have been or could have been

asserted in the Action or in any court, tribunal, forum or proceeding (including, but not limited t0, any

claims arising under federal, state 0r foreign law, common law, statute, rule, 0r regulation relating to

alleged fraud, breach 0f any duty, negligence, Violations 0f the federal 0r state securities and disclosure

laws, or otherwise, and any claims relating to unjust enrichment or self—dealing, including, but not

limited t0, claims relating to compensation, and including all claims Within the exclusive jurisdiction 0f

the federal courts), by 0r on behalf 0f Plaintiff or by 0r 0n behalf of any other Class Member in his, her,

or its capacity as a shareholder 0f McAfee, Whether individual, direct, class, derivative, representative,

legal, equitable, 0r any other type or in any other capacity, against the Released Defendant Parties, and

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that could have or now do arise out of, relate t0, concern, 0r are based upon the allegations, conduct,

facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions,

or any other matter, thing or cause whatsoever, or any series thereof embraced, involved, 0r set forth in

or otherwise related, directly 0r indirectly, to the Action 0r the subj ect matter 0f the Action, whether 0r

not such Class Member executes and delivers a Proof 0f Claim form, and Whether or not such Class

Member shares or seeks to share in the Net Settlement Fund, and except for claims to enforce the

Settlement.

8. Upon the Effective Date, Plaintiff and each and every Class Member, and anyone acting

on their behalf, including their heirs, representatives, attorneys, affiliates, executors, trustees,

administrators, predecessors, successors, and assigns of each 0f them, in their capacity as such, shall be

permanently barred and enjoined from maintaining, initiating, asserting, prosecuting or enforcing

against each and every one 0f the Released Defendant Parties, in any court or forum, either directly or

indirectly, on their own behalf or on behalf 0f any class or other person, any and all of the Released

Plaintiff Parties’ Claims, whether 0r not such Class Member executes and delivers a Proof 0f Claim

form, and whether or not such Class Member shares or seeks t0 share in the Net Settlement Fund.

9. Upon the Effective Date, each of the Released Defendant Parties shall be deemed to

have, and by operation of this Judgment shall have, fully, finally, and forever released, relinquished,

and discharged Released Plaintiff Parties from the Released Defendant Parties’ Claims.

10. Upon the Effective Date, With respect t0 any and all Released Plaintiff Parties’ Claims

and Released Defendant Parties’ Claims, Plaintiff and Defendants shall expressly waive, and each of the

Class Members shall be deemed to have, and by operation of this Judgment shall have, expressly

waived, relinquished and released any and all provisions, rights and benefits conferred by any law of

any state 0r territory 0f the United States 0r other jurisdiction, 0r principle of common law or foreign

law, Which is similar, comparable, 0r equivalent to Cal. CiV. Code §1542, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THECREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TOEXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THERELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVEMATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THEDEBTOR OR RELEASED PARTY.

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Plaintiff and Defendants acknowledge, and the other Class Members and the Released Defendant

Parties by operation 0f law t0 the maximum extent permitted by law shall be deemed to have

acknowledged, that they may discover facts in addition t0 or different from those now known or

believed t0 be true with respect t0 the Released Plaintiff Parties’ Claims and the Released Defendant

Parties’ Claims, but that it is the intention of Plaintiff and Defendants, and by operation of law the other

Class Members and the Released Defendant Parties, t0 completely, fully, finally and forever extinguish

any and all Released Plaintiff Parties’ Claims and Released Defendant Parties’ Claims, known or

unknown, suspected 0r unsuspected, contingent 0r non-contingent, whether 0r not concealed or hidden,

Which now exist, 0r heretofore existed, 0r may hereafter exist, upon any theory of law or equity now

existing or coming into existence in the future, including, but not limited t0, conduct which is negligent,

reckless, intentional, With 0r without malice, or a breach of any duty, law or rule, and Without regard t0

the subsequent discovery of additional or different facts. Plaintiff and Defendants acknowledge, and the

other Class Members and the Released Defendant Parties by operation 0f law shall be deemed to have

acknowledged, that the inclusion of “Unknown Claims” in the definition of Released Plaintiff Parties’

Claims and Released Defendant Parties’ Claims was separately bargained for and was a key element 0f

the Settlement of Which this release is a part.

11. Neither this Judgment, the Settlement, nor any act performed or document executed

pursuant t0 or in furtherance 0f the Settlement: (a) is or may be deemed to be, 0r may be used as, a

presumption, concession, 0r admission of, 0r evidence of, the validity of any Released Plaintiff Parties’

Claim or of any wrongdoing 0r liability 0f the Released Defendant Parties; 0r (b) is 0r may be deemed

to be, 0r may be used as, a presumption, concession, 0r admission of, 0r evidence of, any fault or

omission 0f any 0f the Released Defendant Parties in any civil, criminal, 0r administrative proceeding

in any court, administrative agency, 0r other tribunal; or (c) is 0r may be deemed t0 be an admission or

evidence that any claims asserted by Plaintiff 0r its counsel were not valid in any civil, criminal, or

administrative proceeding. The Released Defendant Parties may file the Settlement and/or this

Judgment in any action that may be brought against them in order t0 support a defense or counterclaim

based on principles 0f res judicata, collateral estoppel, release, good faith settlement, judgment bar or

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reduction, or any other theory 0f claim preclusion or issue preclusion or similar defense 0r

counterclaim.

12. The Action is hereby concluded, provided however, and Without affecting the finality 0f

this Judgment in any way, this Court hereby retains jurisdiction over: (a) interpretation, implementation

and enforcement 0f the Settlement; and (b) all parties hereto for the purpose 0f enforcement and

administration 0f the Settlement. This Judgment shall not discharge or release any claim to enforce, 0r

any claim arising out of 0r relating t0, any breach of the Settlement.

13. In the event that the Settlement does not become effective in accordance With its terms,

or the Effective Date does not occur, then this Judgment shall be rendered null and void to the extent

provided by and in accordance With the Settlement and shall be vacated and, in such event, all orders

entered and releases delivered in connection herewith shall be null and void t0 the extent provided by

and in accordance With the Settlement.

14. Any plan 0f distribution submitted by Class Counsel or any order entered regarding any

attorneys’ fee and expense application shall in n0 way disturb 0r affect this Judgment and shall be

considered separate from this Judgment.

15. The Court finds that during the course 0f the Action, the Parties and their respective

counsel at all times acted professionally and in compliance with California Code 0f Civil Procedure

§128.7, and all other similar statutes 0r court rules with respect t0 any claims or defenses in the Action.

16. Without further order of the Court, the Parties may agree t0 reasonable extensions of

time t0 carry out any 0f the provisions 0f the Settlement.

17. There being no just reason for delay, the Court hereby directs that this Judgment be

entered by the Clerk of the Court.

18. Plaintiff shall give notice 0f this Judgment t0 all Parties.

IT IS SO ORDERED.

DATED:THE HONORABLE THOMAS E. KUHNLEJUDGE OF THE SUPERIOR COURT

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Submitted by:


RANDALL J. BARONA. RICK ATWOOD, JR.MAXWELL R. HUFFMAN

MAXWELL R. HUFFMAN

655 West Broadway, Suite 1900San Diego, CA 92 1 01Telephone: 6 1 9/23 1- 1058619/23 1-7423 (fax)



-7-

DECLARATION OF SERVICE BY E-MAIL

I, JACLYN STARK, not a party t0 the within action, hereby declare that on March 13, 2019,served the attached STIPULATION OF SETTLEMENT on the parties in the within action by e-mail

addressed as follows:

COUNSEL FOR PLAINTIFFS:

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NAME FIRM EMAILRandall J. Baron Robbins Geller Rudman & [email protected]. Rick Atwood, Jr. Dowd LLP [email protected] T. WissbroeckerMaxwell R. Huffman

[email protected] an @rgrdlaw.com

Patrick J. O’HaraJohn T. Long

Cavanagh & O’Hara, LLP [email protected]@cavanagh-ohara.com

COUNSEL FOR DEFENDANTS:

NAME FIRM EMAIL

Paul J. Collins Gibson Dunn & Crutcher LLP pcollins @ gibsondunn.com

Rodney G. Strickland, Jr. Wilson Sonsini Goodrich &Rosati. P.C.

[email protected]

Robert L. Dell AngeloMaria Jhai

John W. SDieEel

Munger, Tolles & Olson LLP [email protected]@[email protected]

U JAGiYN STARK

GELLER RUDMAN Electronically Filed ROBBINS Superior Court ... · 2010-1-CV-180413...

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Transcript of GELLER RUDMAN Electronically Filed ROBBINS Superior Court ... · 2010-1-CV-180413...