1 robbins geller rudman & dowd llp - class...

Case3:11-cv-02448-EMC Document174 Filed02/24/14 Page1 of 87

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

ROBBINS GELLER RUDMAN & DOWD LLP

SHAWN A. WILLIAMS (213113) SUNNY S. SARKIS (258073) Post Montgomery Center One Montgomery Street, Suite 1800 San Francisco, CA 94104 Telephone: 415/288-4545 415/288-4534 (fax) [email protected] [email protected]

- and - JEFFREY D. LIGHT (159515) JULIE A. KEARNS (246949) 655 West Broadway, Suite 1900 San Diego, CA 92101 Telephone: 619/231-1058 619/231-7423 (fax) [email protected] [email protected]

Lead Counsel for Plaintiffs [Additional counsel appear on signature page.]

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA

CURTIS AND CHARLOTTE WESTLEY, ) No. C 1-02448-EMC Individually and on Behalf of All Others ) and related consolidated action Similarly Situated, ) (Lead Case No. C 11-31 76-EMC)

) (Derivative Action) Plaintiffs, )

' STIPULATION OF SETTLEMENT VS.

OCLARO, INC., et al.,

Defendants.

In re OCLARO, INC. DERIVATIVE

Lead Case No. C 1 1-31 76-EMC LITIGATION

(Derivative Action)

This Document Relates To:

Westley v. Oclaro, Inc., et al., Cl 1-02448-EMC.

876821_5


1

This Stipulation of Settlement dated as of February 5, 2014 (the "Stipulation"), is made and

2 entered into by and among: (i) Lead Plaintiff Connecticut Laborers' Pension Fund (on behalf of itself

3 and each of the Class Members), by and through its counsel of record in the Litigation; and (ii)

4 Defendants Oclaro, Inc. ("Oclaro" or the "Company"), Alain Couder, and Jerry Turin, by and

5 through their counsel of record in the Litigation. The Stipulation is intended to fully, finally, and

6 forever resolve, discharge, and settle the Released Claims (as defined herein), subject to the approval

7 of the Court and the terms and conditions set forth in this Stipulation.

8 I. THE LITIGATION

9

A. The Commencement of the Action

10

On May 19, 2011, a class action lawsuit was filed against Oclaro and three of Oclaro's

11 executives, Alain Couder, Jerry Turin, and James Haynes alleging violations of the federal securities

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

laws, namely §sS 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act"). This

lawsuit was styled Westley v. Oclaro, et al., Inc., No. 3:11 -cv-02448 -EMC. Dkt. No, 1.

On June 3, 2011, the case was reassigned to the Honorable Edward M. Chen, in the San

Francisco division of the United States District Court for the Northern District of California. Dkt.

No. 5. On July 20, 2011, Judge Chen issued a Related Case Order for the following cases: Guindani

v. Couder, No. 11-cv-03176-PSG, Coney v. Couder, No. 11-cv-03214-HRL, and Braman v.

Couillaud, No. 11 -cv-03322-RS, which reassigned those cases to Judge Chen pursuant to Civil Local

Rule 3-12(a). Dkt. No. 26.

On July 18, 2011, Connecticut Laborers' Pension Fund ("CT Laborers") filed a motion to

appoint Lead Plaintiff and appoint Robbins Geller Rudman & Dowd LLP ("Robbins Geller") as

Lead Counsel, Dkt. No, 21. Defendants filed a Statement of Non-Opposition on July 22, 2011.

Dkt. No. 29, Thereafter, on September 12, 2011, the Court granted the motion to appoint CT

Laborers as Lead Plaintiff and appointed Robbins Geller as class counsel. Dkt. No. 37.

On July 20, 2011, the Court approved the parties' Stipulation and Order Consolidating

Actions, which approved of the consolidation of the derivative case, In re Oclaro, Inc. Derivative

Litigation, Lead Case No, 1 1-cv-03176-EMC with the securities case. Dkt. No. 27.

STIPULATION OF SETTLEMENT - C 1.-02448-EMC -1

28

876821_5


1

B. Motions to Dismiss

21

On October 27, 2011, Lead Plaintiff filed the Amended Complaint for Violation of the

3 Federal Securities Laws ("Amended Complaint"). Dkt. No. 39. On December 12,2011, Defendants

4 filed their Motion to Dismiss the Amended Complaint. Did. No. 44. On February 3, 2012, Lead

5 Plaintiff filed its Opposition to Defendants' Motion to Dismiss. Dkt. No. 50. On March 3, 2012,

6 Defendants filed their reply. Dkt. No. 54. Thereafter, on March 27, 2012, the Court issued an Order

7 granting Defendants' Motion to Dismiss. Dkt. No. 58.

8

On April 26, 2012, Lead Plaintiff filed the Second Amended Complaint for Violation of the

9 Federal Securities Laws ("Second Amended Complaint"). Dkt. No. 62. Thereafter, on May 25,

10 2012, Defendants filed their Motion to Dismiss the Second Amended Complaint. Dkt. No. 63. On

11 June 25, 2012, Lead Plaintiff filed its Opposition to Defendants' Motion to Dismiss the Second

12 Amended Complaint. Dkt. No. 67. On July 16, 2012, Defendants filed their reply. Dkt. No. 70. In

13 addition, on September 7, 2012, Defendants filed a Statement of Recent Authority in support of their

14 Motion to Dismiss the Second Amended Complaint on September 7, 2012 (Dkt. No. 75), to which

15 Lead Plaintiff filed a response on September 10, 2012. Dkt. No. 76. Subsequently, on September

16 21, 2012, the Court issued an Order granting Defendants' Motion to Dismiss the Second Amended

17 Complaint. Dkt. No. 79.

18

On October 4, 2012, Lead Plaintiff filed a Motion for Leave to File Motion for

19 Reconsideration of the Court's September 21, 2012 Order granting Defendants' Motion to Dismiss

20 the Second Amended Complaint ("Motion to Reconsider"). Dkt. No. 81. On October 30, 2012,

2111 Defendants filed a response to the Motion to Reconsider. Dkt. No. 91. On November 16, 2012

22 11 Lead Plaintiff filed its reply. Dkt. No. 93. On December 3, 2012, Lead Plaintiff filed a Statement of

23

24

25

26

27

Recent Decision pursuant to Civil Local Rule 7-3(d)(2) in support of the Motion to Reconsider. Dkt.

I No. 96. Lead Plaintiff filed an additional Statement of Recent Decision on December 21, 2012.

Dkt. No. 102. On January 4, 2013, Defendants filed a Statement of Recent Authority in Opposition

to Lead Plaintiff's Motion to Reconsider. I)kt. No. 103. Lead Plaintiff filed a response to

Defendants' Statement of Recent Authority on January 4, 2013. Dkt. No. 104.

STIPULATION OF SETTLEMENT C 1-02448-EMC -2

28

8768215


1

On January 10, 2013, the Court issued an Order granting in part, and denying in part, Lead

2 I Plaintiff's Motion to Reconsider ("January 10 Order"). Dkt. No. 107. The Court granted

3 I Defendants' motion as to statements made during July and August 2010 of the Class Period and

4 denied the motion with respect to statements made during May and June 2010 of the Class Period.

5 The Court permitted Lead Plaintiff leave to amend a single, final time with respect to the statements

6 made by Defendants in July and August 2010. The Court's ruling allowed discovery to proceed for

7 the May and June 2010 statements with respect to the element of scienter, while the litigation

8 remained at the pleading stage for the July and August 2010 statements.

9

On March 1, 2013, Lead Plaintiff filed a Third Amended Complaint for Violation of the

10 Federal Securities Laws ("Third Amended Complaint"). Dkt. No. 121.

11

On April 1, 2013, Defendants filed a Motion to Dismiss the Third Amended Complaint. Dkt.

12 No. 130. On April 15, 2013, Lead Plaintiff filed its Opposition to Defendants' Motion to Dismiss

13 the Third Amended Complaint. Dkt. No. 146. On April 22, 2013, Defendants filed their reply. Dkt.

14 No. 150. On May 30, 2013, the Court dismissed the allegations as to the July and August 2010

15 statements, set forth in the Third Amended Complaint, with prejudice. Dkt. No. 157.

16

C. Discovery by Lead Plaintiff

17

Following the Court's January 10 Order, Lead Plaintiff propounded its initial set of discovery

18 on Defendants, which included requests for production of documents, requests for admission and a

19 deposition notice pursuant to Federal Rule of Civil Procedure 30(b)(6) covering seven topics. Two

20 of the topics sought information regarding electronically stored information, three of the remaining

21 topics concerned Oclaro' s processes and procedures for analyzing demand, the calculation of book-

22 to-bill ratios, and revenue and sales forecasting; and two of the topics concerned Oclaro's May 6,

23 2010 offering and certain acquisitions by Oclaro during the Class Period. Lead Plaintiff also issued

24 twelve subpoenas for documents to third parties.

25

The Settling Parties engaged in substantial negotiations over the terms of a Stipulated

26 Protective Order, which the Court approved on April 12, 2013. Dkt. No. 145. Lead Plaintiff's

27 document requests culminated in the production of over 220,000 pages of documents by Defendants

28 and Rule 30(b)(6) depositions by two designees on five of the noticed topics.

876821_5 11 STIPULATION OF SETTLEMENT - Cl 1-02448-EMC -3


1

During the course of the discovery process, the Settling Parties engaged in multiple meet

2 and-confer negotiations to resolve various discovery disputes. Dkt. Nos, 123, 125. The Court

3 referred all discovery disputes to Magistrate Judge Nathanael M. Cousins who ordered the parties to

4 further meet and confer prior to seeking relief from the Court. Dkt. No. 122. After the parties

5 submitted a joint discovery letter to the Court on March 26, 2013, the Court issued an Order

6 I Requesting Documents Re: Discovery Dispute and scheduled a discovery hearing on April 3, 2013.

7 Dkt, Nos, 127-128. Following the April 3 hearing, Magistrate Judge Cousins issued a detailed order

8 concerning document production and timing, written response dates and the scope of the noticed

9 Rule 30(b)(6) depositions. Dkt. No. 138. On April 10, 2013, Lead Plaintiff submitted a discovery

10 letter to the Court regarding Defendants' proposed identification, scheduling and location of Rule

11 30(b)(6) witnesses. Dkt. No. 140. On April 10, 2013, the Court ordered Defendants to file a

12 response to Lead Plaintiff's discovery letter. Dkt. No. 141. On April 11, 2013, Defendants filed

13 their letter brief. Dkt. No. 142. On April 11, 2013, the Court denied Lead Plaintiff's request that

14 Defendants identify the witnesses prior to the depositions. Dkt. No. 143,

15 : D. Settlement Negotiations

16

The Settling Parties agreed to attend a mediation on August 27, 2013, before the Honorable

17 Layn R. Phillips (Ret.). In advance of the mediation, the Settling Parties submitted detailed

18 mediation statements on August 16, 2013 to Judge Phillips. The Settling Parties also exchanged

19 their mediation statements with each other. On September 2, 2013, Judge Phillips made a

20 Mediator's Recommendation to the Settling Parties, which was thereafter accepted by the Settling

21 Parties.

22 II. DEFENDANTS' DENIALS OF WRONGDOING AND LIABILITY

23

Defendants have denied and continue to deny each and all of the claims and allegations of

24 wrongdoing made by Lead Plaintiff in the Litigation (defined below) and maintain furthermore that

25 they have meritorious defenses. Defendants expressly have denied and continue to deny all charges

26 of wrongdoing or liability against them arising out of any of the conduct, statements, acts or

27 omissions alleged, or that could have been alleged, in the Litigation. Defendants also have denied

28 and continue to deny, among other allegations, the allegations that the Lead Plaintiff or the Class

8768215

STIPULATION OF SETTLEMENT C 1-02448-EMC


have suffered any damage, that the price of Oclaro common stock was artificially inflated by reasons

of alleged misrepresentations, non-disclosures or otherwise, or that the Lead Plaintiff or the Class

were harmed by the conduct alleged in the Litigation. Pursuant to the terms set forth below, this

Stipulation shall in no event be construed as or deemed to be evidence of an admission or concession

by Defendants with respect to any claim of fault, liability, wrongdoing, or damage whatsoever.

Nonetheless, Defendants have concluded that further conduct of the Litigation would be

7 protracted and expensive, and that it is desirable that the Litigation be fully and finally settled in the

8 manner and upon the terms and conditions set forth in this Stipulation. Defendants also have taken

9 into account the uncertainty and risks inherent in any litigation, especially in complex cases like the

10 Litigation. Defendants have, therefore, determined that it is desirable and beneficial to them that the

11 Litigation be settled in the manner and upon the terms and conditions set forth in this Stipulation.

12 III. CLAIMS OF THE LEAD PLAINTIFF AND BENEFITS OF SETTLEMENT

13 The Lead Plaintiff believes that the claims asserted in the Litigation have merit. However,

14 Lead Plaintiff and its counsel recognize and acknowledge the expense and length of continued

15 proceedings necessary to prosecute the Litigation against Defendants through trial, post-trial motions

16 and appeals particularly in light of the procedural posture of the case and the most recent ruling

17 dismissing the Third Amended Complaint. Lead Plaintiff and its counsel also have taken into

18 account the uncertain outcome and the risk of any litigation, especially in complex actions such as

19 the Litigation, as well as the difficulties and delays inherent in such litigation. Lead Plaintiff and its

20 counsel also are mindful of the inherent problems of proof under and possible defenses to the

21 securities law violations asserted in the Litigation. its counsel believe

22

23

24

25

26

27

settlement set forth in the Stipulation confers substantial benefits upon the Class. Based on their

evaluation, Lead Plaintiff and its counsel have determined that the settlement set forth in the

Stipulation is in the best interests of the Class.

IV. TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among the

Lead Plaintiff (for itself and the Class Members) and the Defendants, by and through their respective

STIPULATION OF SETTLEMENT CII -02448-EMC -5

28

8768215


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

counsel or attorneys of record, that, subject to the approval of the Court, the Litigation and the

Released Claims shall be finally and fully compromised, settled, and released, and the Litigation

shall be dismissed with prejudice, as to all Settling Parties, upon and subject to the terms and

conditions of the Stipulation, as follows.

1. Definitions

As used in the Stipulation the following terms have the meanings specified below. In the

event of any inconsistency between any definitions set forth below and any definition set forth in any

other document related to the settlement set forth in this Stipulation, the definition set forth below

shall control.

1.1 "Authorized Claimant" means any Class Member whose claim for recovery has been

allowed pursuant to the terms of the Stipulation.

1.2 "Claims Administrator" means the firm of Gilardi & Co. LLC.

1.3 "Class" means all Persons who purchased or otherwise acquired the common stock of

Oclaro between May 6, 2010 and October 28, 2010, inclusive, excluding Defendants, Oclaro's

officers and directors during the Class Period, and their immediate families and affiliates. Also

excluded from the Class are those Persons who validly and timely request exclusion from the Class.

1.4 "Class Member" or "Member of the Class" mean a Person who falls within the

definition of the Class as set forth in ¶1.3 above.

1.5

"Class Period" means the period between May 6, 2010 and October 28, 2010,

inclusive.

1.6

"Defendants" means Oclaro, Alain Couder and Jerry Turin.

1.7

"Effective Date" means the first date by which all of the events and conditions

specified in ¶7.1 of the Stipulation have been met and have occurred.

1.8 "Escrow Agent" means the law firm of Robbins Geller Rudman & Dowd LLP or its

successor(s).

1.9 "Final" means, with respect to any order of court, including, without limitation, the

Final Order and Judgment, that such order represents a final and binding determination of all issues

within its scope and has not been reversed, vacated, or modified in any way and is no longer subject

STIPULATION OF SETTLEMENT Cl 1-02448-EMC -6- 8768215


to appellate review, either because of disposition on appeal and conclusion of the appellate process

or because of passage, without action, of time for seeking appellate review. Without limitation, an

order becomes Final when: (a) either no appeal has been filed and the time has passed for any notice

of appeal to be timely filed; or (b) an appeal has been filed and either (i) the court of appeals

has/have 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 or affirmed the court of appeals' decision

affirming the judgment or dismissing the appeal. For purposes of this paragraph, an "appeal" shall

include appeals as of 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 of attorneys' fees and expenses, the Plan of Allocation of the Settlement Fund, as

hereinafter defined, or the procedures for determining Authorized Claimants' recognized claims

shall not in any way delay or preclude the Final Order and Judgment from becoming Final.

1.10 "Final Order" means the Order Approving the Settlement and Order of Dismissal

with Prejudice, substantially in the form attached hereto as Exhibit B.

1.11 "Individual Defendants" means Alain Couder and Jerry Turin.

1.12 "Judgment" means the judgment to be rendered by the Court, substantially in the

form attached hereto as Exhibit C.

1.13 "Lead Counsel" means Robbins Geller Rudman & Dowd LLP.

1.14 "Lead Plaintiff' means Connecticut Laborers' Pension Fund.

1.15 "Litigation" means the securities class action Wesiley v. Oclaro, Inc., et al., No. Cli-

02448-EMC.

1.16 "Net Settlement Fund" means the portion of the Settlement Fund that shall be

distributed to Authorized Claimants as allowed by the Stipulation, the Plan of Allocation, or the

Court, less (i) any Court awarded attorneys' fees, costs, and expenses; (ii) notice and administration

costs; (iii) Taxes and Tax Expenses; and (iv) other Court-approved deductions.

1.17 "Oclaro" or the "Company" means Oclaro, Inc.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

STIPULATION OF SETTLEMENT - CII -02448-EMC -7 8768215


1

1.18 "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

or any political subdivision or agency thereof, and any business, legal or other entity, and their

spouses, heirs, predecessors, successors, representatives, or assignees.

1.19 "Plaintiff' means any plaintiff who has appeared in the Litigation.

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

1.20 "Plaintiffs' Counsel" means any counsel who has appeared for any Plaintiff in the

I Litigation.

1.21 "Plan of Allocation" means a plan or formula of allocation of the Settlement Fund

I whereby the Net Settlement Fund shall be distributed to Authorized Claimants. Any Plan of

Allocation is not part of the Stipulation and neither Defendants nor their Related Parties shall have

I any responsibility or liability with respect thereto.

1.22 "Related Parties" means each of a Defendant's past, present or future directors,

officers, employees, partnerships and partners, principals, insurers, co-insurers, reinsurers,

controlling shareholders, attorneys, accountants or auditors, investment banks and investment

bankers, underwriters, advisors, financial advisors, personal or legal representatives, analysts,

associates, predecessors, successors, parents, subsidiaries, divisions, joint ventures and joint

venturers, agents, assigns, spouses, heirs, executors, estates, administrators, related or affiliated

entities, any entity in which a Defendant has a controlling interest, any members of any Individual

Defendant's immediate family, and any trust of which any Individual Defendant is the settlor or

which is for the benefit of any Individual Defendant's family.

1.23 "Released Claims" means any and all claims or causes of action (including Unknown

Claims), debts, demands, disputes, rights, suits, matters, damages, obligations or liabilities of any

kind, nature, and/or character whatsoever (including, but not limited to, any claims for damages,

interest, attorneys' fees, expert or consulting fees, and any and all other costs, expenses or liabilities

whatsoever), whether known or unknown, whether under federal, state, local, statutory, common

law, foreign law, or any other law, rule or regulation, whether fixed or contingent or absolute,

accrued or unaccrued, liquidated or unliquidated, at law or in equity, matured or unmatured,

STIPULATION OF SETTLEMENT - C 1-02448-EMC

EM 8768215


8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

876825

concealed or hidden, asserted or that might have been asserted, by Lead Plaintiff or the Class

Members, or any of them, against the Released Persons based upon, arising out of, or related to (a)

the purchase or acquisition of Oclaro common stock during the Class Period and any of the facts,

I transactions, events, occurrences, disclosures, statements, acts, omissions, or failures to act which

were or could have been alleged in or embraced or otherwise referred to or encompassed by the

I Litigation, regardless of what legal theory based, including, without limitation, claims for

negligence, gross negligence, recklessness, fraud, breach of duty of care and/or loyalty or violations

of common law, administrative rule or regulation, tort, contract, equity, or otherwise of any federal

statutes, rules, regulations or common law, or the law of any foreign jurisdiction; or (b) that

I Defendants improperly defended or settled the Litigation, the Released Claims, or both. Released

I Claims do not include any derivative claims, including those claims pending in this Court in In re

Oclaro, Inc. Derivative Litigation, Lead Case No. C 11-31 76-EMC.

1.24 "Released Persons" means each and all of the Defendants and their Related Parties.

1.25 "Settlement Amount" means Three Million Seven Hundred Thousand Dollars

1($3,700,000) in cash to be paid by wire transfer to the Escrow Agent pursuant to ¶2.1 of this

Stipulation.

1.26 "Settlement Fund" means the Settlement Amount plus all interest and accretions

thereto and which may be reduced by payments or deductions as provided herein or by Court order.

1.27 "Settling Parties" means, collectively, Defendants and Lead Plaintiff on behalf of

I itself and the Class.

1.28 "Unknown Claims" means any Released Claims which Lead Plaintiff or any Class

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

Released Persons which, if known by him, her, or it, might have affected his, her, or its settlement

with and release of the Released Persons, or might have affected his, her, or its decisions with

respect to this settlement. Unknown Claims include those Released Claims in which some or all of

the facts compromising the claim may be suspected, or even undisclosed or hidden. With respect to

any and all Released Claims, the Settling Parties stipulate and agree that, upon the Effective Date,

Lead Plaintiff shall expressly waive and relinquish, and each of the Class Members shall be deemed

STIPULATION OF SETTLEMENT - Cl 1-02448-EMC


Ito have, and by operation of the Judgment shall have, expressly waived and relinquished, the

provisions, rights, and benefits of California Civil Code § 1542, which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.


to have, and by operation of the Judgment shall have, expressly waived and relinquished, any and all

provisions, rights, and benefits conferred by any law of any state or territory of the United States, or

principle of common law or foreign law, which is similar, comparable or equivalent to California

Civil Code § 1542. Lead Plaintiff and Class Members may hereafter discover facts in addition to or

different from those which he, she or it now knows or believes to be true with respect to the subject

matter of the Released Claims, but Lead Plaintiff upon the Effective Date shall expressly, fully,

finally, and forever settle and release and each Class Member, upon the Effective Date, shall be

deemed to have, and by operation of the Judgment shall have, fully, finally, and forever settled and

released any and all Released Claims, known or unknown, suspected or unsuspected, contingent or

non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed,

upon any theory of law or equity now existing or coming into existence in the future, including, but

not limited to, conduct which is negligent, reckless, intentional, with or without malice, or a breach

of any duty, law or rule, without regard to the subsequent discovery or existence of such different or

additional facts. Lead Plaintiff acknowledges, and the Class Members shall be deemed by operation

of the Judgment to have acknowledged, that the foregoing waiver was separately bargained for and a

ement of the settlement of which this release is a part.

2. The Settlement

a. The Settlement Fund

2.1 The Settlement Amount shall be deposited by or on behalf of Oclaro no later than ten

(10) business days after the later of (a) the order granting the motion for preliminary approval or (b)

the receipt by Defendants' counsel of wire instructions and a Form W-9 providing the tax

identification number for the escrow account. If such amount is not paid timely, any unpaid amount

STIPULATION OF SETTLEMENT -Cl 1-02448-EMC

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

8768215


will earn interest at the rate of 5% per annum until paid. Except with respect to interest on any

amounts paid untimely pursuant to this paragraph or the cost of providing transfer record

I information to Lead Counsel and/or the Claims Administrator or otherwise provided in the

I Stipulation, under no circumstance will Defendants collectively be required to pay more than the

Settlement Amount pursuant to the Stipulation and Settlement set forth herein.

b. The Escrow Agent

2.2 The Escrow Agent shall invest the Settlement Amount deposited pursuant to 12.1

hereof in short term United States Agency or Treasury Securities or other instruments backed by the

full faith and credit of the United States Government or an Agency thereof, or 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. All risks related to the

investment of the Settlement Fund shall be borne by the Settlement Fund and the Released Persons

shall have no 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.

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

Stipulation, by an order of the Court, or with the written agreement of counsel for Defendants.

2.4 Subject to further order(s) and/or directions as may be made by the Court, or as

provided in the Stipulation, the Escrow Agent is authorized to execute such transactions as are

consistent with the terms of the Stipulation.

2.5 All funds held by the Escrow Agent shall be deemed and considered to be in custodia

legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such

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

2.6 Prior to the Effective Date, Lead Counsel may use up to $600,000 from the

Settlement Fund without further approval of the Court or Defendants, to pay reasonable costs and

expenses actually incurred in connection with providing notice to the Class, locating Class Members,

soliciting claims, assisting with the filing of claims, administering and distributing the Net

Settlement Fund to Authorized Claimants, processing Proof of Claim and Release forms, and paying

escrow fees and costs, if any, and all Taxes and Tax Expenses. In the event that Lead Counsel seeks

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

STIPULATION OF SETTLEMENT CII -02448-EMC -11 8768215


more than $600,000 prior to the Effective Date to pay such expenses, Lead Counsel shall seek

approval from Oclaro's counsel which shall not be unreasonably withheld. After the Effective Date,

such expenses shall be paid from the Settlement Fund without further approval of the Court or

I Defendants.

C. Taxes

2.7 (a) The Settling Parties and the Escrow Agent agree to treat the Settlement Fund

as being at all times a "Qualified Settlement Fund" within the meaning ofTreas. Reg. § 1.46813- 1. In

addition, the Escrow Agent shall timely make such elections as necessary or advisable to carry out

the provisions of this ¶2.7, including the "relation-back election" (as defined in Treas. Reg. § 1.46813-

1) back to the earliest permitted date. Such elections shall be made in compliance with the

procedures and requirements contained in such regulations. 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 to cause the appropriate filing to occur.

(b) For the purpose of §1.468B of the Internal Revenue Code of 1986, as

amended, and the regulations promulgated thereunder, the "administrator" shall be the Escrow

Agent. 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 ¶2.7(a)

hereof) shall be consistent with this ¶2.7 and in all events shall reflect that all Taxes (including any

estimated Taxes, interest, or penalties) on the income earned by the Settlement Fund shall be paid

out of the Settlement Fund as provided in ¶2.7(c) hereof.

(c) All (a) taxes (including any estimated taxes, interest or penalties) arising with

respect to the income earned by the Settlement Fund, including any taxes or tax detriments that may

be imposed upon the Released Persons or their counsel 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 ¶2.7 (including, without

limitation, expenses of tax attorneys and/or accountants and mailing and distribution costs and

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

STIPULATION OF SETTLEMENT CII -02448-EMC -12 8768215


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

expenses relating to filing (or failing to file) the returns described in this ¶2.7) ("Tax Expenses"),

shall be paid out of the Settlement Fund; in all events neither the Released Persons nor their counsel

shall have any liability or responsibility for the Taxes or the Tax Expenses. The Escrow Agent,

through the Settlement Fund, shall indemnify and hold each of the Released Persons and their

counsel 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 of administration of the Settlement Fund and shall be timely paid by the

Escrow Agent out of the Settlement Fund without prior order from the Court and the Escrow Agent

shall be authorized (notwithstanding anything herein to the contrary) to withhold from distribution to

Authorized Claimants any funds necessary to pay such amounts, including the establishment of

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 the Defendants nor their Related Parties are

responsible nor shall they have any liability for any Taxes or Tax Expenses. The parties hereto agree

to cooperate with the Escrow Agent, each other, and their tax attorneys and accountants to the extent

reasonably necessary to carry out the provisions of this ¶2.7.

d. Termination of Settlement

2.8 In the event that the Stipulation is not approved or the Stipulation is terminated,

canceled, or fails to become effective for any reason, the Settlement Fund (including accrued

interest) less expenses paid, incurred or due and owing in connection with the administration of

settlement, including providing notice to the Class, locating Class Members, soliciting claims,

assisting with the filing of claims administering and distributing the Net Settlement Fund to

Authorized Claimants, processing Proof of Claim and Release forms, escrow fees and costs if any

and all Taxes and Tax Expenses, provided for herein, shall be refunded pursuant to written

instructions from counsel to the Defendants (in accordance with ¶7.4 herein).

3. Preliminary Approval Order and Settlement Hearing

3.1

Promptly after execution of the Stipulation, the Settling Parties shall submit the

Stipulation together with its exhibits (the "Exhibits") to the Court and shall apply for entry of an

order on the earliest available date (the "Preliminary Approval Order"), substantially in the form of

STIPULATION OF SETTLEMENT --Cl 1-02448-EMC -13 8768215


Exhibit A attached hereto, requesting, inter alia, the preliminary approval of the settlement set forth

in the Stipulation, and approval for the mailing of a settlement notice (the "Notice") and publication

of a summary notice, substantially in the forms of Exhibits A-i and A-3 attached hereto. Oclaro

shall provide Oclaro's transfer records at no cost to Lead Counsel and/or the Claims Administrator.

3.2 Lead Counsel shall request that after notice is given, the Court hold a hearing (the

"Settlement Hearing") and approve the settlement of the Litigation as set forth herein.

3.3 At the Settlement Hearing, the Settling Parties shall jointly request entry of the Final

Order in the form attached hereto as Exhibit B.

(a) finally approving the settlement as fair, reasonable and adequate, within the

meaning of Rule 23 of the Federal Rules of Civil Procedure, and directing consummation pursuant to

its terms;

(b) directing that the Litigation be dismissed without costs and expenses, except

as set forth in this Stipulation, and with prejudice, and releasing the Released Claims;

(c) permanently barring and enjoining the institution and prosecution, by Lead

Plaintiff and/or the Class Members, of any other action against the Released Persons in any court

asserting the Released Claims;

(d) reserving jurisdiction over the Litigation, including all future proceedings

concerning the administration, consummation, and enforcement of this Stipulation;

(e) finding that the Litigation was prosecuted and defended on a good faith basis

in accordance with the Private Securities Litigation Reform Act of 1995 (the "PSLRA") and Rule 11

of the Federal Rules of Civil Procedure;

(f) finding, pursuant to Rule 54(b) of the Federal Rules of Civil Procedure, that

there is no just reason for delaying and directing entry of a final judgment; and

(g) containing such other and further provisions consistent with the terms of this

Stipulation to which the Settling Parties expressly consent in writing.

3.4 At or after the Settlement Hearing, Lead Counsel also will request that the Court

approve the Plan of Allocation of settlement proceeds and the Fee and Expense Application.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

STIPULATION OF SETTLEMENT - Cl 1-02448-EMC -14 8768215


1 4. Releases

2 4.1

Upon the Effective Date, the Lead Plaintiff and each and every Class Member, for

3 themselves and for any Person claiming now or in the future through or on behalf of them, shall be

4 deemed to have, and by operation of the Final Order and Judgment shall have, fully, finally, and

5 forever waived, released, relinquished, discharged, and dismissed each and every one of the

6 Released Claims against each and every one of the Released Persons, whether or not such Class

7 I Member executes and delivers the Proof of Claim and Release form, and whether or not such Class

8 I Member shares or seeks to share in the Settlement Fund.

9

4.2 Upon the Effective Date, Lead Plaintiff and each and every Class Member, for

10 themselves and for any Person claiming now or in the future through or on behalf of them, shall

11 covenant or be deemed to have covenanted not to sue the Released Persons with respect to all such

12 Released Claims, and shall be forever barred and enjoined from commencing, instituting,

13 prosecuting or continuing to prosecute any action or other proceeding in any court of law or equity,

14 arbitration tribunal, administrative forum, or any other forum, asserting the Released Claims against

15 any of the Released Persons except to enforce the terms and conditions contained in this Stipulation

16 or the Judgment entered pursuant thereto.

17

4.3 Upon the Effective Date, each of the Defendants and any Person claiming by or

18 through them shall be deemed to have, and by operation of the Final Order and Judgment shall have,

19 fully, finally, and forever released, relinquished, and discharged Lead Plaintiff, each and all of the

20 Class Members, Lead Counsel, and Plaintiffs' counsel from all claims (including Unknown Claims)

21 arising out of, relating to, or in connection with the institution, prosecution, assertion, settlement or

22 II resolution of the Litigation or the Released Claims except to enforce the releases and other terms and

23 II conditions contained in this Stipulation or any Court order (including, but not limited to, the

24 Judgment) entered pursuant thereto.

25 5. Administration and Calculation of Claims, Final Awards and Supervision and Distribution of the Settlement Fund

26 5.1 The Claims Administrator, subject to such supervision and direction of the Court as

27 may be necessary or as circumstances may require, shall administer and calculate the claims

28

8768215 STIPULATION OF SETTLEMENT C 1-02448-EMC - 15


1 I submitted by Class Members and shall oversee distribution of the Net Settlement Fund to Authorized

2 Claimants, pursuant to the Plan of Allocation.

3

5.2 The Settlement Fund shall be applied as follows:

(a) to pay all the costs and expenses reasonably and actually incurred in

5 connection with providing notice, locating Class Members, soliciting Class claims, assisting with the

6 filing of claims, administering and distributing the Net Settlement Fund to Authorized Claimants,

7 processing Proof of Claim and Release forms, and paying escrow fees and costs, if any;

8

(b) to pay the Taxes and Tax Expenses described in ¶2.7 hereof;

9

(c) to pay Lead Plaintiff's counsel attorneys' fees and expenses (the "Fee and

10 Expense Award"), if and to the extent allowed by the Court; and

11

(d) to distribute the balance of the Net Settlement Fund to Authorized Claimants

12 as allowed by the Stipulation, the Plan of Allocation, or the Court.

13

5.3 After the Effective Date, and in accordance with the terms of the Stipulation, the Plan

14 of Allocation, or such further approval and further order(s) of the Court as may be necessary or as

15 circumstances may require, the Net Settlement Fund shall be distributed to Authorized Claimants,

16 subject to and in accordance with the following.

17

5.4 Within ninety (90) days after the mailing of the Notice or such other time as may be

18 set by the Court, each Person claiming to be an Authorized Claimant shall be required to submit to

19 the Claims Administrator a completed Proof of Claim and Release form, substantially in the form of

20 Exhibit A-2 attached hereto, signed under penalty of perjury and supported by such documents as are

21

ed in the Proof of Claim and Release form.

22

5.5 Except as otherwise ordered by the Court, all Class Members who fail to timely

23 submit a valid Proof of Claim and Release form within such period, or such other period as may be

24 ordered by the Court, or otherwise allowed, shall be forever barred from receiving any payments

25 pursuant to the Stipulation and the settlement set forth herein, but will in all other respects be subject

26 to and bound by the provisions of the Stipulation, the releases contained herein, and the Judgment.

27 Notwithstanding the foregoing, Lead Counsel shall have the discretion to accept late-submitted

28

8768215

STIPULATION OF SETTLEMENT Cl 1-02448-EMC - 16


claims for processing by the Claims Administrator so long as the distribution of the Settlement Fund

is not materially delayed thereby.

5.6 The Net Settlement Fund shall be distributed to the Authorized Claimants

substantially in accordance with the Plan of Allocation set forth in the Notice and approved by the

Court. Any such Plan of Allocation is not part of this Stipulation. No funds from the Net Settlement

Fund shall be distributed to Authorized Claimants until the Effective Date. If there is any balance

remaining in the Net Settlement Fund after six (6) months from the initial date of distribution of the

Net Settlement Fund (whether by reason of tax refunds, uncashed checks or otherwise), Lead

Counsel shall, if feasible, reallocate such balance among Authorized Claimants in an equitable and

economic fashion. Thereafter, any balance which still remains in the Net Settlement Fund shall be

donated to the Bay Area Legal Aid.

5.7 Neither Defendants nor their Related Parties shall have any responsibility for, interest

in, or liability whatsoever with respect to the investment or distribution of the Settlement Fund or

Net Settlement Fund, the Plan of Allocation, the determination, administration, or calculation of

claims, the payment or withholding of Taxes, or any losses incurred in connection therewith. No

Person shall have any claim of any kind against the Defendants or their Related Parties with respect

to the matters set forth in ¶J5.1-5.9 hereof; and the Class Members, the Lead Plaintiff, and Lead

Plaintiffs counsel hereby fully, finally, and forever release, relinquish, and discharge the Defendants

and their Related Parties from any and all liability and claims arising from or with respect to the

investment or distribution of the Settlement Fund.

5.8 No Person shall have any claim against the Lead Plaintiff, Lead Plaintiffs counsel or

the Claims Administrator, or any other Person designated by Lead Plaintiffs counsel based on

distributions made substantially in accordance with the Stipulation and the settlement contained

herein, the Plan of Allocation, or further order(s) of the Court.

5.9 It is understood and agreed by the Settling Parties that any proposed Plan of

Allocation of the Net Settlement Fund including, but not limited to, any adjustments to an

Authorized Claimant's claim set forth therein, is not a part of the Stipulation and is to be considered

by the Court separately from the Court's consideration of the fairness, reasonableness, and adequacy

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

STIPULATION OF SETTLEMENT CI 1-02448-EMC -17- 8768215


1 of the settlement set forth in the Stipulation, and any order or proceeding relating to the Plan of

2 Allocation shall not operate to terminate or cancel the Stipulation or affect the finality of the Court's

3 Judgment approving the Stipulation and the settlement set forth therein, or any other orders entered

4 pursuant to the Stipulation. The time to appeal from approval of the settlement shall commence

5 upon the Court's entry of the Judgment regardless of whether a Plan of Allocation has been

6 approved.

7

5.10 All Persons who fall within the definition of Class Members (who do not exclude

8 themselves from the Class) shall be subject to and bound by the provisions of this Stipulation, the

9 releases contained herein, the Judgment with respect to all Released Claims, regardless of whether

10 such Persons seek or obtain by any means, including, without limitation, by submitting a Proof of

11 Claim and Release or any similar document, any distribution from the Settlement Fund or Net

12 Settlement Fund.

13

6. Lead Counsel's Attorneys' Fees and Expenses

14

6.1

Lead Counsel may submit an application or applications (the "Fee and Expense

15 Application") for: (a) an award of attorneys' fees; plus (b) expenses incurred in connection with

16 prosecuting the Litigation, plus any interest on such attorneys' fees and expenses at the same rate

17 and for the same periods as earned by the Settlement Fund (until paid) as may be awarded by the

18 Court. Lead Counsel reserves the right to make additional applications for fees and expenses

19 incurred.

20

6.2 The fees and expenses, as awarded by the Court, shall be paid to Lead Counsel from

21 the Settlement Fund, as ordered, immediately after the Court executes an order such fees

22 and expenses and enters the Final Order. Lead Counsel may thereafter allocate the attorneys' fees

23 among other Plaintiffs' Counsel in a manner in which they in good faith believe reflects the

24 contributions of such counsel to the initiation, prosecution, and resolution of the Litigation.

25

6.3 If, and when, as a result of any appeal and/or other further proceedings on remand, or

26 successful collateral attack, the Fee and Expense Award is reversed or modified, or if the Stipulation

27 is canceled or terminated for any other reason or not approved by the Court, or if there is an appeal

28 and any order approving the settlement does not become final and binding upon the Class, then Lead

8768215 11 STIPULATION OF SETTLEMENT- C1 1-02448-EMC - 18-


I Counsel shall, consistent with such termination, reversal or modification, refund to the Settlement

Fund such fees and expenses previously paid to them from the Settlement Fund, plus interest thereon

at the same rate as earned on the Settlement Fund, within ten (10) business days from receiving

notice from the Defendants' counsel or from a court of appropriate jurisdiction. Any refunds

I required pursuant to this paragraph shall be the several obligation of each Plaintiffs' Counsel to

make appropriate refunds or repayments to the Settlement Fund. Each Plaintiffs' Counsel, as a

condition of receiving such fees, expenses and/or costs on behalf of itself and each partner and/or

shareholder of it, agrees that its law firm and its partners and/or shareholders are subject to the

jurisdiction by the Court for the purpose of enforcing the provisions of this paragraph. Without

limitation, each Plaintiffs' Counsel agrees that the Court may, upon application of Defendants and

notice to Lead Counsel, summarily issue orders including, but not limited to, judgments and

attachment orders and may make appropriate findings of or sanctions for contempt, should such law

firm fail timely to repay fees and expenses pursuant to this ¶6.3.

6.4 The procedure for and the allowance or disallowance by the Court of any applications

by Lead Counsel for attorneys' fees and expenses, to be paid out of the Settlement Fund, are not part

of the settlement set forth in the Stipulation, and are to be considered by the Court separately from

the Court's consideration of the fairness, reasonableness, and adequacy of the settlement set forth in

the Stipulation, and any order or proceeding relating to the Fee and Expense Application, or any

appeal from any order relating thereto or reversal or modification thereof, shall not operate to

terminate or cancel the Stipulation, or affect or delay the finality of the Judgment approving the

Stipulation and the settlement of the Litigation set forth therein.

6.5 Any fees and expenses awarded by the Court shall be paid solely from the Settlement

Fund. Defendants and their Related Parties shall have no responsibility for and no liability

whatsoever with respect to any payment of attorneys' fees and expenses to Plaintiffs' Counsel from

the Settlement Fund.

6.6 Defendants and their Related Parties shall have no responsibility for, and no liability

whatsoever with respect to, the allocation among any other counsel for Lead Plaintiff, and/or any

other Person who may assert some claim thereto, of any Fee and Expense Award that the Court may

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

STIPULATION OF SETTLEMENT- CI 1-02448-EMC -19 876821_5


1 make in the Litigation, and the Defendants and their Related Parties take no position with respect to

2 such matters.

3

7. Conditions of Settlement, Effect of Disapproval, Cancellation or Termination

4

7.1

The Effective Date of the Stipulation shall be the date when all of the following shall 5

6

7

8

9

I have occurred and is conditioned on the occurrence of all of the following events:

(a) the Settlement Amount shall be timely deposited as provided by 112.1 hereof;

(b) the Court has entered the Preliminary Approval Order, as required by ¶3.1

I hereof;

(c) Oclaro has not terminated the Stipulation pursuant to 117.3 hereof; 10

(d) the Court has approved the settlement described herein, following notice to 11

the Class and a hearing, as prescribed by Rule 23 of the Federal Rules of Civil Procedure; 12

(e) the Court has entered the Final Order, substantially in the form of Exhibit B 13

I hereto; 14

(f) the Court has entered the Judgment, substantially in the form of Exhibit C 15

I hereto; and 16

(g) the Final Order and Judgment have become Final, as defined in ¶1.9 hereof. 17

7.2 Upon the occurrence of all of the events referenced in ¶7.1 hereof, any and all 18

remaining interest or right of the Defendants in or to the Settlement Fund, if any, shall be absolutely 19 20 and forever extinguished. If all of the conditions specified in 117.1 are not met, then the Stipulation

shall be canceled and terminated subject to ¶7.5 hereof unless Lead Counsel and counsel for the 21

Defendants mutually agree in writing to proceed with the Stipulation. 22

7.3 Oclaro shall have the option to terminate the settlement in the event that Class 23

Members who purchased in the aggregate more than a certain number of shares of Oclaro common 24

stock during the Class Period choose to exclude themselves from the Class, as set forth in a separate 25

agreement (the "Supplemental Agreement") executed between Lead Counsel and Defendants' 26

counsel. The Supplemental Agreement will not be filed with the Court unless requested by the Court 27

or unless a dispute among the Settling Parties concerning its interpretation or application arises and

8768215 11 STIPULATION OF SETTLEMENT- CI 1-02448-EMC -20

28


1 in that event, the Settling Parties will use their best reasonable efforts to file the Supplemental

2 I Agreement for the Court's in camera review and/or under seal.

3

7.4 In the event the Effective Date does not occur or this Stipulation shall terminate, or be

4 canceled, or otherwise fail to become effective for any reason, including, without limitation, in the

5 event that the settlement as described herein is not approved by the Court or the Final Order or

6 Judgment is reversed or vacated following any appeal taken therefrom, then:

7

(a) within ten (10) business days after written notification of such event is sent by

8 counsel for the Defendants or Lead Counsel to the Escrow Agent, the Settlement Fund (including

9 accrued interest) and all payments disbursed, less reasonable expenses which have been properly

10 disbursed pursuant to ¶J2.6 and 2.7 hereof, or are determined to be properly chargeable to the

11 Settlement Fund, up to the amount provided in Section 2.6 or such additional amounts consented by

12 Defendants as provided therein, shall be refunded, reimbursed, and repaid by the Escrow Agent

13 pursuant to written instructions by Defendants' counsel. If such amounts are not timely paid by the

14 Escrow Agent, then interest shall accrue at the rate of 5% per annum, until such amounts are paid;

15

(b) the Escrow Agent or its designee shall apply for any tax refund owed on the

16 Settlement Fund and pay the proceeds, after deduction of any fees or expenses reasonably incurred

17 in connection with such application(s) for refund, pursuant to written instructions from Defendants'

18 counsel;

19

(c) the Settling Parties shall be restored to their respective positions in the

20 Litigation as of May 2, 2013;

21 (d) the terms and provisions of the Stipulation, with the exception ofJJ1 .1-1.28,

22 2.6-2.8, 6.3-6.4, 7.4-7.5, and 8.5-8.6 hereof, shall have no further force and effect with respect to the

23

24

25

26

27

Settling Parties, and neither the existence nor the terms of this Stipulation (nor any negotiations

preceding this Stipulation nor any acts performed pursuant to, or in furtherance of, this Stipulation)

I shall be used in this Litigation or in any other proceeding for any purpose (other than to enforce the

terms remaining in effect); and

(e) any judgment or order entered by the Court in accordance with the terms of

the Stipulation shall be treated as vacated, nunc pro tunc. No order of the Court or modification or

STIPULATION OF SETTLEMENT Cli -02448-EMC -21

28

8768215


1 reversal on appeal of any order of the Court concerning the Plan of Allocation or the amount of any

2 attorneys' fees, costs, expenses, and interest awarded by the Court to any of Plaintiffs' counsel shall

3 constitute grounds for cancellation or termination of the Stipulation.

4

7.5 If the Court does not enter the Final Order and Judgment in the forms of Exhibit B

5 and C hereto, or if the Court enters the Final Order and Judgment and appellate review is sought and,

6 on such review, the Final Order or Judgment is vacated, modified, or reversed, then this Stipulation

7 and the settlement incorporated herein shall be cancelled and terminated, unless all parties who are

8 adversely affected thereby, in their sole discretion within thirty days from the date of the mailing of

9 such ruling to such parties, provide written notice to all other parties hereto of their intent to proceed

10 with the settlement under the terms of the Final Order and/or Judgment as modified by the Court or

11 on appeal. Such notice may be provided on behalf of Lead Plaintiff and the Class Members by Lead

12 Counsel. No Settling Party shall have any obligation whatsoever to proceed under any terms other

13 than in the form provided and agreed to herein; provided, however, that no order of the Court

14 concerning any fee and expense application, or any modification or reversal on appeal of such order,

15 shall constitute grounds for cancellation or termination of this Stipulation by any Settling Party.

16

Miscellaneous Provisions

17

8.1

The Settling Parties (a) acknowledge that it is their intent to consummate this

18 agreement; and (b) agree to cooperate to the extent reasonably necessary to effectuate and implement

19 all terms and conditions of the Stipulation and to exercise their best efforts to accomplish the

20 foregoing terms and conditions of the Stipulation.

21

8.2 Oclaro warrants and represents as to itself only, that it is not "insolvent" within the

22 meaning of 11 U.S.C. § 101(32) as of the time the Stipulation is executed and as of the time the

23 payments are actually transferred or made as reflected in the Stipulation. In the event of a final order

24 of a court of competent jurisdiction, not subject to any further proceedings, determining the transfer

25 of the Settlement Fund, or any portion thereof, by or on behalf of Oclaro to be a preference, voidable

26 transfer, fraudulent transfer or similar transaction under Title 11 of the United States Code

27 (Bankruptcy) or applicable state law and any portion thereof is required to be refunded and such

28 amount is not promptly deposited in the Settlement Fund by or on behalf of Oclaro, then, at the

8768215 11 STIPULATION OF SETTLEMENT Cl 1-02448-EMC -22


election of Lead Counsel, the settlement may be terminated and the releases given and the Judgment

entered in favor of Oclaro pursuant to the settlement shall be null and void. In such instance, the

releases given and the Judgment entered in favor of other Defendants shall remain in full force and

effect. Alternatively, Lead Counsel may elect to terminate the entire settlement as to all Defendants

and all of the releases given and the Judgment entered in favor of the Defendants pursuant to the

settlement shall be null and void and Lead Plaintiff may proceed as if the settlement were never

entered into.

8

8.3 The Settling Parties intend this settlement to be a final and complete resolution of all

9 disputes between them with respect to the Litigation. The settlement compromises claims which are

10 contested and shall not be deemed an admission by any Settling Party as to the merits of any claim or

11 defense.

12

8.4 While Defendants deny that the claims advanced in the Litigation were meritorious,

13 they will not assert in any public statement that the Litigation was not filed in good faith and/or is

14 not being settled voluntarily after consultation with competent legal counsel. The Final Order will

15 contain a finding that, during the course of the Litigation, the parties and their respective counsel at

16 all times complied with the requirements of Federal Rule of Civil Procedure 11 The Settling Parties

17 agree that the Settlement Amount and the other terms of the settlement were negotiated in good faith

18 by the Settling Parties, and reflect a settlement that was reached voluntarily after consultation with

19 competent legal counsel. The Settling Parties reserve their right to rebut, in a manner that such party

20 reasonably determines to be appropriate, any contention made by any of the Settling Parties in any

21

blic forum that the Litigation was

ht or defended in bad faith or without a reasonable basis.

22

8.5 Neither the Stipulation nor the settlement contained herein, nor any act performed or

23 document executed pursuant to or in furtherance of the Stipulation or the settlement: (a) is or may be

24 deemed to be or may be used as an admission of, or evidence of, the validity of any Released Claim,

25 any allegation made in the Litigation, or of any wrongdoing or liability of the Released Persons; or

26 (b) is or may be deemed to be or may be used as an admission of, or evidence of, any fault or

27 omission of any of the Released Persons in any civil, criminal or administrative proceeding in any

al court, administrative agency or other tribunal; or (c) is or may be deemed or used as an admission or

8768215 11 STIPULATION OF SETTLEMENTC1 I-02448-EMC -23


1 evidence that any claims asserted by Lead Plaintiff were not valid or that the amount recoverable

2 was not greater than the Settlement Amount, in any civil, criminal or administrative proceeding in

3 any court, administrative agency or other tribunal. Neither this Stipulation nor the settlement, nor

4 I any act performed or document executed pursuant to or in furtherance of this Stipulation or the

5 settlement shall be admissible in any proceeding for any purpose except that the Released Persons

6 may file the Stipulation and/or the Judgment in any action that may be brought against them in order

7 to support a defense or counterclaim based on principles of resjudicata, collateral estoppel, release,

8 good faith settlement, judgment bar or reduction, or any other theory of claim preclusion or issue

9 preclusion or similar defense or counterclaim.

10

8.6 All agreements made and orders entered during the course of the Litigation relating to

11 the confidentiality of information shall survive this Stipulation pursuant to their own terms.

12

8.7 All of the Exhibits to the Stipulation are material and integral parts hereof and are

13 I fully incorporated herein by this reference.

14

8.8 The Stipulation may be amended or modified only by a written instrument signed by

15 or on behalf of all Settling Parties or their respective successors-in-interest.

16

8.9 The Stipulation and the Exhibits attached hereto and the Supplemental Agreement

17 constitute the entire agreement among the parties hereto and no representations, warranties or

18 inducements have been made to any party concerning the Stipulation or its Exhibits other than the

19 representations, warranties, and covenants contained and memorialized in such documents. It is

20 understood by the Settling Parties that, except for the matters expressly represented herein, the facts

21 or law with respect to which this Stipulation is entered into ' turn out to be other than or different

22 from the facts now known to each party or believed by such party to be true; each party therefore

23 expressly assumes the risk of the facts or law turning out to be so different, and agrees that this

24 Stipulation shall be in all respects effective and not subject to termination by reason of any such

25 different facts or law. Except as otherwise provided herein, each party shall bear its own costs.

26

8.10 Lead Counsel, on behalf of the Class, is expressly authorized by Lead Plaintiff to take

27 all appropriate action required or permitted to be taken by the Class pursuant to the Stipulation to

28

8768215

STIPULATION OF SETTLEMENT- CI 1-02448-EMC -24


1 effectuate its terms and also is expressly authorized to enter into any modifications or amendments to

2 the Stipulation on behalf of the Class which they deem appropriate.

3

8.11 Each counsel or other Person executing the Stipulation or any of its Exhibits on

4 behalf of any party hereto hereby warrants that such Person has the full authority to do so.

5

8.12 The Stipulation may be executed in one or more counterparts. All executed

6 counterparts and each of them shall be deemed to be one and the same instrument. A complete set of

7 executed counterparts shall be filed with the Court.

8

8.13 The Stipulation shall be binding upon, and inure to the benefit of, the successors and

9 assigns of the parties hereto, including any corporation or other entity into or with which any party

10 merges, consolidates or reorganizes.

11

8.14 The Court shall retainjurisdiction with respect to implementation and enforcement of

12 the terms of the Stipulation, and all parties hereto submit to the jurisdiction of the Court for purposes

13 of implementing and enforcing the settlement embodied in the Stipulation.

14

8.15 This Stipulation and the Exhibits hereto shall be considered to have been negotiated,

15 executed and delivered, and to be wholly performed, in the State of California, and the rights and

16 obligations of the parties to the Stipulation shall be construed and enforced in accordance with, and

17 governed by, the internal, substantive laws of the State of California without giving effect to that

18 State's choice-of-law principles.

19

20

21

22

23

24

25

26

27

28

8768215

STIPULATION OF SETTLEMENT CII -02448-EMC -25


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

their duly authorized attorneys, dated as of Februar2014.


SHAWN A. WILLIAMS SUNNY S. RKIS

SHAWN A. WILLIAMS

Post Montgomery Center One Montgomery Street, Suite 1800 San Francisco, CA 94104 Telephone: 415/288-4545 415/2884534 (fax)


JEFFREY D. LIGHT JULIE A. KEARNS 655 West Broadway, Suite 1900 San Diego, CA 92101 Telephone: 619/231-1058 619/231-7423 (fax)

Lead Counsel for Plaintiffs

ROBERT M. CHEVERIE & ASSOCIATES GREGORY S. CAMPORA Commerce Center One 333 B. River Drive, Suite 101 East Hartford, CT 06108 Telephone: 860/290-9610 860/290-9611 (fax)

HOLZER HOLZER & FISTEL, LLC MICHAEL I. FISTEL, JR. 200 Ashford Center North, Suite 300 Atlanta, GA 30338 Telephone: 770/3920090 770/392-0029 (fax)

DYER & BERENS LLP ROBERT J. DYER III JEFFREY A. BERENS 303 East 17th Avenue, Suite 810 Denver, CO 80203 Telephone: 303/861-1764 3031395-0393 (fax)

Additional Counsel for Plaintiff

4

7

9

10

11

12

13

14

15

16

17

18

19

20

21

23

24

25

26

27

28

8768215 11 STIPULATION OP SETTLEMENT- C11-02448-EMC -26


ALSTON & BIRD LLP

2

GIDON M. CAINE

3

4 GIDON M. CAI -N

5 275 Middlefield Road, Suite 150

6

Menlo Park, CA 94025 Telephone: 650/838-2000

7

650/838-2001 (fax)

8

ALSTON & BIRD LLP JESSICA P. CORLEY (admitted pro hoc vice)

9

ANDREW 'F. SUMNER (admitted pro hoc vice) One Atlantic Center

10

1201 West Peachtree Street Atlanta, GA 30309

'I

Telephone: 404/8817000 404/881-7777 (fax)

12. jessica.corleya1stoncom andy.suniner(a1ston.com

13 Attorneys for Defendants

14

15

16

17

18

19

20

21

23

24

25

26

27

28

8768215 STiPULATION OF SETTLEMENT-Cl I-02448-EMC -.27


EXHIBIT A



SHAWN A. WILLIAMS (213113) SUNNY S. SARKIS (258073) Post Montgomery Center One Montgomery Street, Suite 1 800 San Francisco, CA 94104 Telephone: 415/288-4545 415/288-4534 (fax) [email protected] [email protected]

and - JEFFREY D. LIGHT (159515) JULIE A. KEARINS (246949) 655 West Broadway, Suite 1900 San Diego, CA 92101 Telephone: 619/231-1058 619/231-7423 (fax) jefflrgrdlaw.corn [email protected]


[Additional counsel appear on signature page.]

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

CURTIS AND CHARLOTTE WESTLEY, ) No. C11-02448-EMC Individually and on Behalf of All Others ) and related consolidated action Similarly Situated, ) (Lead Case No. C 1-3176-EMC)


) [PROPOSED] ORDER PRELIMINARILY vs. ) APPROVING SETTLEMENT AND

) PROVIDING FOR NOTICE OCLARO, INC., et al., )

) EXHIBIT A Defendants. )

In re OCLARO, INC. DERIVATIVE ) Lead Case No. Cl 1-3176-EMC LITIGATION ) (Derivative Action)

)

This Document Relates To: ) )

Wesiley v. Oclaro, Inc., et al., ) C 1-02448-EMC. )

)

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

8768303


1

WHEREAS, an action is pending before this Court styled Westley v. Oclaro, Inc., No. Cli-

2 I 02448-EMC (the "Litigation");

3

WHEREAS, the parties having made application, pursuant to Federal Rule of Civil

4 I Procedure 23(e), for an order approving the settlement of this Litigation, in accordance with a

5 I Stipulation of Settlement dated as of February 5, 2014 (the "Stipulation"), which, together with the

6 I Exhibits annexed thereto, sets forth the terms and conditions for a proposed settlement of the

7 Litigation and for dismissal of the Litigation with prejudice upon the terms and conditions set forth

8 I therein; and the Court having read and considered the Stipulation and the Exhibits annexed thereto;

9 I and

10

WHEREAS, all defined terms herein have the same meanings as set forth in the Stipulation.

11

NOW, THEREFORE, IT IS HEREBY ORDERED:

12

1. The Court does hereby preliminarily approve the Stipulation and the settlement set

13 forth therein, subject to further consideration at the Settlement Hearing described below.

14 2. The Court hereby certifies a Class, for settlement purposes only, defined as: all

15 Persons who purchased or otherwise acquired the common stock of Oclaro between May 6, 2010

16 and October 28, 2010, inclusive, excluding Defendants, Oclaro's officers and directors during the

Class Period, and their immediate families and affiliates. Also excluded from the Class are those

Persons who validly and timely request exclusion from the Class.

3. With respect to the Class, this Court finds solely for purposes of effectuating this

settlement that (a) the Members of the Class are so numerous that joinder of all Class Members in

the Litigation is impracticable; (b) there are questions of law and fact common to the Class which

predominate over any individual questions; (c) the claims of the Lead Plaintiff are typical of the

claims of the Class; (d) Lead Plaintiff and Lead Counsel have fairly and adequately represented and

protected the interests of all of the Class Members; and (e) a class action is superior to other

available methods for the fair and efficient adjudication of the controversy, considering: (i) the

interests of the Members of the Class in individually controlling the prosecution of the separate

[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR

17

18

19

20

21

22

23

24

25

26

27

28

876830_3

NOTICE - C 1-02448-EMC - 1


I I actions; (ii) the extent and nature of any litigation concerning the controversy already commenced by

2 Members of the Class; (iii) the desirability or undesirability of continuing the litigation of these

3 claims in this particular forum; and (iv) the difficulties likely to be encountered in the management

4 I of the class action.

5

6 : 4. A hearing (the "Settlement Hearing") shall be held before this Court on

7 I , 2014, at : .m., at the United States District Court for the Northern District of

8 California, 450 Golden Gate Avenue, San Francisco, CA 94102, to determine whether the proposed

9 I settlement of the Litigation on the terms and conditions provided for in the Stipulation is fair,

10 reasonable, and adequate to the Class and should be approved by the Court; whether the Final Order

11 and Judgment as provided in ¶J1 .10 and 1.12 of the Stipulation should be entered; whether the

12 proposed Plan of Allocation should be approved; and to determine the amount of fees and expenses

13 14 that should be awarded to Lead Counsel. The Court may adjourn the Settlement Hearing without

15 I further notice to the Members of the Class.

16

5. The Court approves, as to form and content, the Notice of Proposed Settlement of

17 Class Action (the "Notice"), the Proof of Claim and Release form (the "Proof of Claim"), and

18 Summary Notice annexed as Exhibits A-i, A-2, and A-3 hereto and finds that the mailing and

19 distribution of the Notice and publishing of the Summary Notice substantially in the manner and

20 form set forth in ¶J6-7 of this Order meet the requirements of Federal Rule of Civil Procedure 23

21

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

23 notice to all Class Members who can be identified through reasonable efforts, and shall constitute

24 due and sufficient notice to all Persons entitled thereto.

25 6. The firm of Gilardi & Co. LLC ("Claims Administrator") is hereby appointed to

26 supervise and administer the notice procedure as well as the processing of claims as more fully set

27 forth below:

28

8768303

[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE - C 1-02448-EMC -2


1

(a) The Claims Administrator shall make reasonable efforts to identify all Persons

2 who are Members of the Class and not later than , 2014 (the "Notice Date"), the

3 Claims Administrator shall cause a copy of the Notice and the Proof of Claim, substantially in the

4 forms annexed as Exhibits A-i and A-2 hereto, to be mailed by First-Class Mail to all Class

5 6 Members who can be identified with reasonable effort and post on its website the Stipulation and

7 Exhibits and provide a dedicated link to the website in the Notice (www.oclarosettlement.com );

8

(b) Not later than

2014, the Claims Administrator shall cause the

9 I Summary Notice to be published once in Investor's Business Daily, and once over the Business

10 Wire;

11 (c) Not later than , 2014, the Claims Administrator shall include at

12 www. oclarosettlement.com a calculator that will permit Class Members to input their transactions in

13 Oclaro common stock and then obtain a nonbinding estimate of their possible distribution;

14 (d) At least seven (7) calendar days prior to the Settlement Hearing, Lead Counsel

15 shall cause to be served on Defendants' counsel and filed with the Court proof, by affidavit or

16 17 declaration, of such mailing and publishing;

18 (e) Not later than , 2014, the Claims Administrator shall post at

19 www. oclarosettlement.com , the Motion for Final Approval of the Settlement, Plan of Allocation and

20 Request for Attorneys' Fees and Expenses; and

21 (f) Not later than , 2014, the Claims Administrator shall mail a

22 reminder notice to Class Members for whom the Claims Administrator has addresses that have not

23 responded.

24

25 7. Nominees who purchased or acquired Oclaro common stock for the beneficial

26 ownership of Class Members during the Class Period shall send the Notice and the Proof of Claim to

27 all beneficial owners of such Oclaro common stock within ten (10) days after receipt thereof, or send

28 a list of the names and addresses of such beneficial owners to the Claims Administrator within ten

8768303

[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE - C 1-02448-EMC - 3 -


1(10) days of receipt thereof, in which event the Claims Administrator shall promptly mail the Notice

and Proof of Claim to such beneficial owners. Lead Counsel shall, if requested, reimburse banks,

brokerage houses or other nominees solely for their reasonable expenses incurred in providing notice

to beneficial owners who are Class Members out of the Settlement Fund, which expenses would not

have been incurred except for the sending of such notice, subject to further order of this Court with

respect to any dispute concerning such compensation.

8. All Members of the Class shall be subject to and be bound by the provisions of the

I Stipulation, the releases contained therein, and the Final Order and Judgment with respect to all

Released Claims, regardless of whether such Persons seek or obtain by any means, including,

without limitation, by submitting a Proof of Claim or a similar document, any distribution from the

Settlement Fund or Net Settlement Fund. All Members of the Class shall also be subject and bound

by all determinations and judgments in the Litigation concerning the settlement, whether favorable

or unfavorable to the Class.

9. Class Members who seek any portion of the Settlement Fund shall complete and

submit Proofs of Claim in accordance with the instructions contained therein. Unless the Court

orders otherwise, all Proofs of Claim must be postmarked no later than ninety (90) days from the

Notice Date. Any Class Member who does not timely submit a Proof of Claim within the time

provided for, shall be barred from sharing in the distribution of the proceeds of the Settlement Fund,

unless otherwise ordered by the Court. Notwithstanding the foregoing, Lead Counsel may, in their

discretion, accept late-submitted claims for processing by the Claims Administrator so long as

distribution of the Net Settlement Fund is not materially delayed thereby. If there are sufficient

funds left in the Net Settlement Fund after six months from the initial date of distribution, the Claims

Administrator shall make a second distribution in an equitable and economic fashion. As set forth in

the Notice, the second distribution would be based on the percentage of the Net Settlement Fund that

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE - C 1-02448-EMC - 4

28

8768303


I each such Authorized Claimant bears to the total of the claims of all Authorized Claimants who

cashed their checks in the initial distribution. Additionally, only Authorized Claimants who cashed

I their checks in the initial distribution would receive a second distribution.

10. Any Member of the Class may enter an appearance in the Litigation, at their own

I expense, individually or through counsel of their own choice. If they do not enter an appearance,

they will be represented by Lead Counsel.

11. Any Person who would otherwise fall within the definition of a Class Member may,

I upon request, be excluded from the Class. Any such Person must submit to the Claims

Administrator a request for exclusion ("Request for Exclusion"), postmarked no later than

___________ 2014. A Request for Exclusion must state: (a) the name, address, and telephone

number of the Person requesting exclusion; (b) each of the Person's purchases, acquisitions and sales

of Oclaro common stock made during the Class Period, including the dates of purchase, acquisition

or sale, and the price paid or received for each such purchase, acquisition or sale (unless such

information is not readily available); and (c) that the Person wishes to be excluded from the Class.

Any Person may submit a Request for Exclusion for review even if the person cannot find the prices

or exact dates of the Person's purchases, acquisitions, and sales of Oclaro common stock made

during the Class Period. Any Person who submits a valid and timely Request for Exclusion in the

manner set forth in this paragraph shall have no rights under the Stipulation, shall not share in the

distribution of the Net Settlement Fund, and shall not be bound by the Stipulation or the Final Order

or Judgment entered in the Litigation.

12. Any Member of the Class may appear and show cause, if he, she, or it has any, why

the proposed settlement of the Litigation should or should not be approved as fair, reasonable, and

adequate, why a judgment should or should not be entered thereon, why the Plan of Allocation

should or should not be approved, why attorneys' fees and expenses should or should not be awarded

to counsel for the Lead Plaintiff -,provided, however, that no Class Member or any other Person shall

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE - CII -02448-EMC -5

8768303


I be heard or entitled to contest such matters, unless that Person has filed said objections, papers, and

I briefs with the Clerk of the United States District Court for the Northern District of California, on or

before , 2014. Any Member of the Class who does not make his, her, or its objection in

the manner provided shall be deemed to have waived such objection and shall forever be foreclosed

from making any objection to the fairness or adequacy of the proposed settlement as set forth in the

Stipulation, to the Plan of Allocation, or to the award of attorneys' fees and expenses to counsel for

Lead Plaintiff, unless otherwise ordered by the Court.

13. All funds held by the Escrow Agent shall be deemed and considered to be in custodia

I legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such

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

14. All opening briefs and supporting documents in support of the settlement, the Plan of

Allocation, and any application by Lead Counsel for attorneys' fees and expenses shall be filed and

served by , 2014, fourteen (14) calendar days prior to the deadline for objections in ¶12.

Any reply briefs and supporting documents shall be filed and served by , 2014, seven (7)

calendar days prior to the Settlement Hearing.

15. Neither the Released Persons nor the Defendants' counsel shall have any

responsibility for the Plan of Allocation or any application for attorneys' fees or expenses submitted

by Lead Counsel, and such matters will be considered separately from the fairness, reasonableness,

and adequacy of the settlement.

16. At or after the Settlement Hearing, the Court shall determine whether the Plan of

Allocation proposed by Lead Counsel, and any application for attorneys' fees or payment of

expenses shall be approved.

17. All reasonable expenses incurred in identifying and notifying Class Members, as well

as administering the Settlement Fund, shall be paid as set forth in the Stipulation. In the event the

settlement is not approved by the Court, or otherwise fails to become effective, neither Lead

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27


28

8768303


1 Plaintiff, nor any of its counsel shall have any obligation to repay any amounts incurred or properly

2 disbursed pursuant to 1[2.6 or 2.7 of the Stipulation.

3 18. Neither the Stipulation nor the settlement contained therein, nor any act performed or


5


7 any allegation made in the Litigation, or of any wrongdoing or liability of the Released Persons; or

8 (b) is or may be deemed to be or may be used as an admission of, or evidence of, any fault or

omission of any of the Released Persons in any civil, criminal or administrative proceeding in any

court, administrative agency or other tribunal; or (c) is or may be deemed or used as an admission or

evidence that any claims asserted by Lead Plaintiff were not valid or that the amount recoverable

was not greater than the Settlement Amount, in any civil, criminal or administrative proceeding in

any court, administrative agency or other tribunal. Neither the Stipulation nor the settlement, nor

any act performed or document executed pursuant to or in furtherance of the Stipulation or the

settlement shall be admissible in any proceeding for any purpose except that the Released Persons

may file the Stipulation and/or the Judgment in any action that may be brought against them in order

to support a defense or counterclaim based on principles of resjudicata, collateral estoppel, release,

good faith settlement, judgment bar or reduction, or any other theory of claim preclusion or issue

preclusion or similar defense or counterclaim.

19. The Court reserves the right to adjourn the date of the Settlement Hearing without

further notice to the Members of the Class, and retains jurisdiction to consider all further

applications arising out of or connected with the proposed settlement. The Court may approve the

settlement, with such modifications as may be agreed to by the Settling Parties, if appropriate,

without further notice to the Class.

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE - CII -02448-.EMC -7

28

8768303


1

20. The Court retains jurisdiction over all proceedings arising out of or related to the

2 I Stipulation and/or the settlement.

3 21. If the Stipulation and the settlement set forth therein is not approved or consummated

4 I for any reason whatsoever, this Order shall be rendered null and void and shall be vacated, nunc pro

5

6 tunc, and the Stipulation and settlement and all proceedings had in connection therewith shall be

7 I without prejudice to the rights of the Settling Parties status quo ante.

8

22. Without further order of the Court, the Settling Parties may agree to reasonable

9 extensions of time to carry out any of the provisions of this Order or the Stipulation.

10 23. Pending final determination as to whether the Settlement set forth in the Stipulation

11 should be approved, no Class Member shall commence, prosecute, pursue or litigate any Released

12 Claim against any Released Person.

13

14 IT IS SO ORDERED.

15 DATED:

16 THE HONORABLE EDWARD M. CHEN

17 UNITED STATES DISTRICT JUDGE

18 Submitted by:

19 ROBBINS GELLER RUDMAN &DOWDLLP

20 SHAWN A. WILLIAMS SUNNY S. SARKIS

21

22

23

SHAWN A. WILLIAMS

24 Post Montgomery Center One Montgomery Street, Suite 1800

25 San Francisco, CA 94104 Telephone: 415/288-4545

26 415/288-4534 (fax)

27

28

8768303

[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE .-C11-02448-EMC 8


1 ROBBINS GELLER REJDMAN

& DOWD LLP JEFFREY D. LIGHT JULIE A. KEARNS 655 West Broadway, Suite 1900 San Diego, CA 92101 Telephone: 619/231-1058 619/231-7423 (fax)


ROBERT M. CHEVERIE & ASSOCIATES GREGORY S. CAMPORA Commerce Center One 333 E. River Drive, Suite 101 East Hartford, CT 06108 Telephone: 860/290-9610 860/290-9611 (fax)

HOLZER HOLZER & FISTEL, LLC MICHAEL I. FISTEL, JR. 200 Ashford Center North, Suite 300 Atlanta, GA 30338 Telephone: 770/392-0090 770/392-0029 (fax)

DYER & BERENS LLP ROBERT J. DYER III JEFFREY A. BERENS 303 East 17th Avenue, Suite 810 Denver, CO 80203 Telephone: 303/861-1764 303/395-0393 (fax)

Additional Counsel for Plaintiff

2

3

AU

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27


28

8768303


EXHIBIT A-1


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28


SHAWN A. WILLIAMS (213113) SUNNY S. SARKIS (258073) Post Montgomery Center One Montgomery Street, Suite 1800 San Francisco, CA 94104 Telephone: 415/288-4545 415/288-4534 (fax) [email protected] [email protected]




CURTIS AND CHARLOTTE WESTLEY, ) No. C 1-02448-EMC Individually and on Behalf of All Others ) and related consolidated action Similarly Situated, ) (Lead Case No. C11-3176-EMC)


VS.

OCLARO, INC., et al., ) EXHIBIT A-i

Defendants. ) Lead Case No. C11-3176-EMC

In re OCLARO, INC. DERIVATIVE ) (Derivative Action) LITIGATION )

)


Westley v. Oclaro, Inc., et al., ) C 1-02448-EMC. )

)

NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION

8768354


Ifyou purchased or acquired Oclaro, Inc. ("Oclaro" or the "Company 9) 1 common stock

II during the period between May 6, 2010 and October 28, 2010, inclusive (the "Class Period"), and

are not otherwise excludedfrom the Class (see Question 6 below), you could get apaymentfroin a

II class action settlement.

A federal court authorized this Notice. This is not a solicitation from a lawyer.

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY AS YOUR

II RIGHTS MAY BE AFFECTED BY THE PROCEEDINGS IN THE LITIGATION.

Security and Time Period: Oclaro common stock purchased or acquired between May 6,

11 2010 and October 28, 2010, inclusive.

Settlement Fund: $3,700,000 in cash plus any interest earned. Your recovery will depend

on the timing of your purchases, acquisitions, and sales of Oclaro common stock during the Class

Period. Based on the information currently available to Lead Plaintiff and the analysis performed by

its damages consultants, it is estimated that if Class Members submit claims for 100% of the

shares eligible for distribution under the Plan of Allocation (described below), the estimated

average distribution per share of common stock will be approximately $0.15 before deduction

of Court-approved fees and expenses, including the cost of notifying Members of the Class and

settlement administration and any attorneys' fees and expenses awarded by the Court to

counsel for the Lead Plaintiff. Historically, actual claims rates are less than 100%, which result in

higher distributions per share. A Class Member's actual recovery will be a proportion of the Net

Settlement Fund determined by that claimant's recognized claim as compared to the total recognized

claims of all Class Members who submit valid Proof of Claim and Release forms ("Proof of Claim").

Reasons for Settlement: Avoids the costs and risks associated with continued litigation,

I including the danger of no recovery.

If the Case Had Not Settled: Continuing with the case could have resulted in loss at

summary judgment, trial or on appeal. The two sides vigorously disagree on both liability and the

This Notice incorporates by reference the definitions in the Stipulation of Settlement dated as of February 5, 2014 ("Stipulation"), and all capitalized terms used, but not defined herein, shall have the same meanings as in the Stipulation. The Stipulation can be obtained at www.oclarosettlement.com .

1

2

3

4

5

7

8

9

10

11

12

13

14

15

17

18

19

20

21

22

23

24

25

26

27

28

876835_4 NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION - C11-02448-EMC -1


1 amount of money that could have been won if Lead Plaintiff prevailed at trial. The issues on which

2 the parties disagree are many and include: (1) whether Defendants engaged in conduct that would

3 give rise to any liability to the Class under the federal securities laws, or any other laws; (2) whether

4 Defendants have valid defenses to any such claims of liability; (3) the method for determining

5 whether the price of Oclaro common stock was artificially inflated, if at all, during the relevant

6 period; (4) whether there was any such inflation and the amount of any such alleged inflation; (5) the

7 extent to which external factors or market factors influenced the trading price of Oclaro common

8 stock during the Class Period; (6) the extent that various facts alleged by Lead Plaintiff influenced

9 the trading price of Oclaro common stock during the Class Period; and (7) whether the facts alleged

10 were material, false, misleading or otherwise actionable under the federal securities laws.

11

Attorneys' Fees and Expenses: Court-appointed Lead Plaintiff's counsel will ask the Court

12 for attorneys' fees of 25% of the Settlement Fund and expenses not to exceed $175,000 to be paid

13 from the Settlement Fund plus interest. Lead Plaintiff's counsel have not received any payment for

14 their work for prosecuting this Litigation, and negotiating this settlement on behalf of the Lead

15 Plaintiff and the Class. If the above amounts are requested and approved by the Court, the average

16 cost per share of common stock will be approximately $0.04.

17

Deadlines:

18

Submit Claim: ,2014

19

Request Exclusion:

2014

20

File Objection:

2014

21

Court Hearing on Fairness of Settlement: 2014

22

More Information: www.oclarosettlement.com or

23 I

Claims Administrator:

Representative of Lead Plaintiff's counsel:

24

25

26

27

Oclaro Securities Litigation Claims Administrator do Gilardi & Co. LLC P.O. Box 8040 San Rafael, CA 94912-8040 1-800-447-7657

Rick Nelson Shareholder Relations Robbins Geller Rudman & Dowd LLP 655 West Broadway, Suite 1900 San Diego, CA 92101 1-800-449-4900

. Your legal rights are affected whether you act or do not act. Read this Notice carefully.

8768354 11 NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION - Cl 1-02448-EMC - 2 -

28


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT

SUBMIT A CLAIM FORM If you are a Class Member and do not exclude yourself from

the Class, the only way to get a payment is to submit a claim

form. You may submit a claim form and still object to any

aspect of the settlement, the request for an award of attorneys'

fees and expenses and/or the Plan of Allocation. If you submit

a claim form, you give up your right to participate in another

lawsuit against the Defendants for the legal claims in this case.

See Answer to Question 12 for a more detailed description of

what you are giving up if you submit a claim form.

I EXCLUDE YOURSELF

Get no payment. This is the only option that allows you to

participate in another lawsuit against the Defendants for the

legal claims in this case.

I OBJECT

If you are a Class Member and do not exclude yourself from

the Class, you may write to the Court if you do not like the

settlement, the request for attorneys' fees and expenses, or the

Plan of Allocation. If you submit an objection to the

settlement, Plan of Allocation or the request for an award of

attorneys' fees and expenses and do not submit a claim form

seeking payment from the settlement proceeds, your objection

may be rejected because you would no longer have an interest

in the settlement.

GO TO A HEARING You may ask to speak in Court about the fairness of the

settlement, the request for attorneys' fees and expenses, or the

Plan of Allocation.

I NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION C 1-02448-EMC -3

27

28

876835_4


1 DO NOTHING If you do nothing, you will not receive any payments, will

2 not be allowed to object to the settlement, Plan of

3

Allocation or Lead Plaintiff's counsel's request for an

4 award of attorneys' fees and expenses and will give up your

5 right to participate in another lawsuit against the

6

Defendants for the legal claims in this case. See Answer to

7

Question 12 for a more detailed description of what you are

8 giving up if you do nothing.

9 . These rights and options - and the deadlines to exercise them - are explained in this

10

11 Notice.

12 The Court in charge of this case must decide whether to approve the settlement. Payments

13 will be made if the Court approves the settlement and, if there are any appeals, after appeals

14 are resolved. Please be patient.

151 BASIC INFORMATION

'El 1. Why did I get this notice package?

17 You or someone in your family may have purchased or acquired Oclaro common stock

18 between May 6, 2010 and October 28, 2010, inclusive.

19 The Court directed that you be sent this Notice because you have a right to know about a

20 proposed settlement of a class action lawsuit, and about all of your options, before the Court decides

21 whether to approve the settlement. If the Court approves it and after any objections or appeals (if

22 there are any) are resolved, the Claims Administrator appointed by the Court will make the payments

23 that the settlement allows.

24 This package explains the lawsuit, the settlement, your legal rights, what benefits are

25 available, who is eligible for them, and how to get them.

26 The Court in charge of the case is the United States District Court for the Northern District of

27 California, and the case is known as Westley v. Oclaro, Inc., No. Cli -02448-EMC. The entity that

8768354 11 NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION - C11-02448-EMC - 4

28


1 leads the Litigation, Connecticut Laborers' Pension Fund, is called the Lead Plaintiff and the

2 I company and the individuals it sued are called Defendants.

2. What is this lawsuit about?

4

Defendant Oclaro provides optical components and subsystems to the telecommunications

5 industry. This is a securities class action on behalf of all persons who purchased or acquired the

6 common stock of Oclaro between May 6, 2010 and October 28, 2010, inclusive, against Oclaro and

7 certain of its officers and/or directors for violations of the Securities Exchange Act of 1934

8 ("Exchange Act"). Lead Plaintiff alleges that throughout the Class Period— and more specifically in

9 May, June, July and August 2010 - the Company and certain of its top executives made false and

10 misleading statements to the investment community concerning purported current and increasingly

11 strong customer demand for Oclaro's products. In addition, Lead Plaintiff alleges that Defendants

12 made false and misleading statements in July and August 2010 in issuing (and then reaffirming)

13 Oclaro' s increased revenue and earnings guidance for first quarter 2011 (" 1Q1 1") (ended October 2,

14 2010) and accelerated margin guidance for the calendar year 2010 at a time they were aware of facts

15 seriously undermining the reasonableness of these projections. In July and August 2010, Lead

16 Plaintiff alleges that Defendants also misrepresented to the market the significance of Oclaro's close

17 customer relationships by inaccurately boasting that these relationships provided them with

18 knowledge of existing order firmness as well as future customer needs. Lead Plaintiff alleges that

19 when Defendants disclosed the truth about the Company's true condition, Class Members suffered

20 damages as a result of the decline in the price of Oclaro common stock.

21

Defendants have denied and continue to deny each and all of the claims and allegations of

22 wrongdoing made by Lead Plaintiff in the Litigation and maintain furthermore that they have

23 meritorious defenses. Defendants expressly have denied and continue to deny all charges of

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

25 alleged, or that could have been alleged, in the Litigation. Defendants also have denied and continue

26 to deny, among other allegations, the allegations that the Lead Plaintiff or the Class have suffered

27 any damage, that the price of Oclaro common stock was artificially inflated by reasons of alleged

876835_4 11 NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION - Cl 1-02448-EMC - 5

28


1 I misrepresentations, non-disclosures or otherwise, or that the Lead Plaintiff or the Class were harmed

2 I by the conduct alleged in the Litigation.

3

3. Why is this a class action?

4

In a class action, one or more people called class representatives (in this case, the Court-

5 appointed Connecticut Laborers' Pension Fund as Lead Plaintiff), sue on behalf of people who have

6 similar claims. All of these people and/or entities are called a class or class members. One judge -

7 in this case, United States District Court Judge Edward M. Chen - resolves the issues for all Class

8 I Members, except for those who exclude themselves from the Class.

9

4. Why is there a settlement?

10

The Court did not decide in favor of the Lead Plaintiff or Defendants. Instead, the lawyers

11 for both sides of the lawsuit have negotiated a settlement, with the assistance of the Honorable Layn

12 R. Phillips (Ret.), a former United States District Court Judge, that they believe is in the best

13 interests of their respective clients. The settlement allows both sides to avoid the risks and cost of

14 lengthy and uncertain litigation and the uncertainty of a trial and appeals, and permits Class

15 Members to be compensated without further delay. The Lead Plaintiff and its attorneys think the

16 I settlement is best for all Class Members.

17

WHO GETS MONEY FROM THE SETTLEMENT

18

To see if you will get money from this settlement, you first have to determine if you are a

19 I Class Member.

20

5. How do I know if I am part of the settlement?

21

The Class includes all Persons who purchased or acquired Oclaro 's common stock between

22 May 6, 2010 and October 28, 2010, inclusive.

23

6. Are there exceptions to being included in the Class?

24

Yes. Excluded from the Class are Defendants, Oclaro's officers and directors during the

25 I Class Period, and their immediate families and affiliates. Also excluded from the Class are those

26 I Persons who timely and validly request exclusion from the Class pursuant to this Notice.

271

28 I

876835_4 11 NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION - Cl 1-02448-EMC - 6 -


1

7. I'm still not sure if! am included.

2

If you still are not sure whether you are included, you can ask for free help. You can call 1-

3 II 800-447-7657 or visit www.oclarosettlement.com for more information; or, you can call Rick

4 1 Nelson, Shareholder Relations, Robbins Geller Rudman & Dowd LLP, at 1-800-449-4900 for more

5 II information.

6

THE SETTLEMENT BENEFITS - WHAT YOU GET

7

8. What does the settlement provide?

8

Oclaro has agreed to pay or cause to be paid $3,700,000 in cash (the "Settlement Fund").

9 The Settlement Fund, plus interest earned from the date it is established, less costs, fees, and

10 expenses (the "Net Settlement Fund"), will be divided among all eligible Class Members who send

11 in valid Proofs of Claim ("Authorized Claimants"). Costs, fees, and expenses include Court-

12 approved attorneys' fees and expenses, the costs of notifying Class Members, including the costs of

13 printing and mailing this Notice and the cost of publishing newspaper notice, the costs of claims

14 administration, and taxes on the Settlement Fund.

15

9. How much will my payment be?

16

Your share of the Net Settlement Fund will depend on the number of valid Proofs of Claim

17 that Class Members send in and how many shares of Oclaro common stock you purchased and/or

18 acquired during the relevant period and when you purchased, acquired and/or sold them. You can

19 estimate the payment you might receive if all Class Members submit claims by inputting your

20 transactions in Oclaro's common stock in a calculator at www.oclarosettlement.com .

21

For purposes of determining the amount an Authorized Claimant may recover under the Plan

22 of Allocation, Lead Plaintiff's counsel conferred with their damages consultants and the Plan of

23 Allocation reflects theirjudgment regarding the relative strengths of the claims at issue in light of the

24 order issued by the District Court that they believe could have been recovered had Lead Plaintiff

25 prevailed at trial.

26

In the unlikely event there are sufficient funds in the Net Settlement Fund, each Authorized

27 Claimant will receive an amount equal to the Authorized Claimant's claim, as defined below. If,

28 however, the amount in the Net Settlement Fund is not sufficient to permit payment of the total

8768354 NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION - Cl 1-02448-EMC -7-


claim of each Authorized Claimant, then each Authorized Claimant shall be paid the percentage of

the Net Settlement Fund that each Authorized Claimant's claim bears to the total of the claims of all

Authorized Claimants. Payment in this manner shall be deemed conclusive against all Authorized

Claimants.

A "Claim" will be calculated as follows:

The calculation of claims below is not an estimate of the amount you will receive. It is a

formula for allocating the Net Settlement Fund among all Authorized Claimants.

The allocation below is based on the following Inflation Amounts as well as the statutory

I PSLRA 90-day look-back amount of $11.53.

1. For shares of Oclaro common stock purchased or acquired, on or between May 6,

2010 through October 27, 2010, the claim per share shall be as follows:

(a) If sold on or between May 6, 2010 through October 27, 2010, the claim per

share shall be the lesser of (i) the inflation in Table A at the time of purchase less the inflation in

Table A at the time of sale; and (ii) the difference between the purchase price and the selling price.

(b) If retained at the end of October 27, 2010 and sold prior to January 25, 2011,

the claim per share shall be the lesser of (i) the inflation in Table A at the time of purchase; (ii) the

difference between the purchase price and the selling price; and (iii) the difference between the

purchase price per share and the average closing price per share up to the date of sale as set forth in

Table B below.

(c) If retained at the close of trading on January 24, 2011, or sold on January 25,

2011 or thereafter, the claim per share shall be the lesser of (i) the inflation in Table A at the time of

purchase; and (ii) the difference between the purchase price per share and $11.53 per share.

2. For shares of Oclaro common stock purchased or acquired, on October 28, 2010, the

claim per share shall be $0 . 00. 2

2 Please note that although the Class Period includes October 28, 2010, shares of Oclaro common stock that were purchased and/or acquired on October 28, 20 10 are not eligible for a recovery under the Plan of Allocation because the disclosure made on October 28, 2010 that Lead Plaintiff alleges corrected earlier alleged misrepresentations and omissions was made before the opening of trading that day.

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21 1 22

23

24

25

26

27

28

876835_4 1 NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION - C11-02448-EMC 8


1 TABLE A

Time Period Inflation

May 6, 2010-July 29, 2010 $1.63 July 30, 2010 - October 27, 2010 $0.52

TABLE B

Average Closing Closing

Date Price Price

28-Oct-10 $8.60 $8.60

29-Oct-10 $8.41 $8.51

1-Nov-10 $8.62 $8.54

2-Nov-10 $9.00 $8.66

3-Nov-10 $9.51 $8.83

4-Nov-10 $9.89 $9.01

5-Nov-10 $9.97 $9.14

8-Nov-10 $9.96 $9.25

9-Nov-10 $9.28 $9.25

10-Nov-10 $9.48 $9.27

11-Nov-10 $9.48 $9.29

12-Nov-10 $9.70 $9.33

15-Nov-10 $9.38 $9.33

16-Nov-10 $9.15 $9.32

17-Nov-10 $9.11 $9.30

18-Nov-10 $9.43 $9.31

19-Nov-10 $9.78 $9.34

22-Nov-10 $9.90 $9.37

23-Nov-10 $9.63 $9.38

24-Nov-10 $9.85 $9.41

26-Nov-10 $9.71 $9.42

29-Nov-10 $9.79 $9.44

30-Nov-10 $9.70 $9.45

1-Dec-10 $10.16 $9.48

2-Dec-10 $11.07 $9.54

3-Dec-10 $12.18 $9.64

6-Dec-10 $11.71 $9.72

7-Dec-10 $11.57 $9.79

8-Dec-10 $11.58 $9.85

9-Dec-10 $12.05 $9.92

10-Dec-10 $12.65 $10.01

Class Members' allowed claim related to the October 28, 2010 market adjusted price decline will be limited to a maximum of $0.52 (10 percent of $5.20) because the claim related to this price decline is significantly weaker than the claim related to the July 30, 2010 price decline as reflected in the Court's May 30, 2013 Order.

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

876835_4 11 NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION - C11-02448-EMC - 9 -


13-Dec-1 0 14-Dec-1 0 15-Dec-1 0 16-Dec-1 0 17-Dec-1 0 20-Dec-1 0 21-Dec-10 22-Dec-10 23-Dec-10 27-Dec-10 28-Dec-10 29-Dec-10 30-Dec-10 31-Dec-10 3-Jan-1l 4-Jan-1 I 5-Jan-1l 6-Jan-1l 7-Jan-1 I

10-Jan-Il Il -Jan-Il 12-Jan-1l 13-Jan-1l 14-Jan-1l 18-Jan-1l 19-Jan-1l 20-Jan-1 I 21-Jan-11 24-Jan-1 I 25-Jan-1 I

$12.26 $12.12 $12.14 $12.63 $12.58 $12.43 $12.50 $12.35 $12.40 $12.41 $12.50 $12.59

$13.04 $13.15 $13.38 $13.10 $13.64 $13.65 $14.10 $14.22

$13.96 $14.33 $14.39 $14.70 $14.33 $12.94 $12.83 $12.76 $13.11 $12.60

$10.08 $10.14 $10.20 $10.27

$10.33 $10.39

$10.45 $10.50 $10.54 $10.59 $10.63 $10.68 $10.73 $10.79 $10.84 $10.89 $10.95 $11.00 $11.07 $11.13 $11.18 $11.24 $11.30 $11.36 $11.41 $11.44 $11.46 $11.49 $11.51 $11.53

1

2

3

4

5

6

7

8

9 '

10

its

12

13

14

15

16

17

18

19

20

For Class Members who held Oclaro common stock at the beginning of the Class Period or

made multiple purchases, acquisitions or sales during the Class Period, the first-in, first-out ("FIFO")

I method will be applied to such holdings, purchases, acquisitions and sales for purposes of

21 calculating a claim. Under the FIFO method, sales of Oclaro common stock during the Class Period

22 will be matched, in chronological order, first against common stock held at the beginning of the

23 I Class Period. The remaining sales of Oclaro common stock during the Class Period will then be

24 I matched, in chronological order, against Oclaro common stock purchased or acquired during the

25 I Class Period.

26

An Authorized Claimant will be eligible to receive a distribution from the Net Settlement

27 Fund only if a Class Member had a net loss, after all profits from transactions in Oclaro common

28 stock during the Class Period are subtracted from all losses. However, the proceeds from sales of

876835_4 11 NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION - C11-02448-EMC _10-


1 I Oclaro common stock which have been matched against Oclaro common stock held at the beginning

2 I of the Class Period will not be used in the calculation of such net loss.

3

If there is sufficient money left in the Net Settlement Fund after six months from the initial

4 date of distribution of the Net Settlement Fund to Class Members to make a second distribution, a

5 second distribution from the Net Settlement Fund will be made to Authorized Claimants who cashed

6 their check in the initial distribution. The second distribution would be based on the percentage of

7 the Net Settlement Fund that each such Authorized Claimant bears to the total of the claims of all

8 Authorized Claimants who cashed their check in the initial distribution.

9

A second distribution will not be made to an Authorized Claimant if the second distribution

10 would be less than one dollar. Furthermore, a second distribution will not be made if the Net

11 Settlement Fund after six months from the initial date of distribution is less than $10,000, in which

12 case the remaining funds would be distributed to the Bay Area Legal Aid pursuant to 15.6 of the

13 Stipulation.

14

The Court has reserved jurisdiction to allow, disallow or adjust the claim of any Class

15 Member on equitable grounds.

16

Payment pursuant to the Plan of Allocation set forth above shall be conclusive against all

17 Authorized Claimants. No Person shall have any claim against Lead Plaintiff, any Plaintiffs'

18 counsel, any claims administrator or other Person designated by Lead Plaintiff's counsel or

19 Defendants and/or the Related Parties and/or the Released Persons and/or their counsel based on

20 distributions made pursuant to the Stipulation and the settlement contained therein, the Plan of

21 1 Allocation, or further orders of the Court. All Class Members who fail to complete and file a valid

22 and timely Proof of Claim shall be barred from participating in distributions from the Net Settlement

23 Fund (unless otherwise ordered by the Court), but otherwise shall be bound by all of the terms of the

24 Stipulation, including the terms of any order and/or judgment entered and the releases given.

25

HOW YOU GET A PAYMENT - SUBMITTING A CLAIM FORM

26

10. How will I get a payment?

27

To qualify for a payment, you must send in a Proof of Claim. A Proof of Claim is enclosed

28 with this Notice. Read the instructions carefully, fill out the form, include all the documents the

8768354 11 NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION - C11-02448-EMC - 11


1 form asks for, sign it, and mail it in the enclosed envelope postmarked no later than

2 12014.

3

11. When would I get my payment?

The Court will hold a hearing on , 2014, at ______, to decide whether to approve

the settlement. If Judge Chen approves the settlement, there maybe appeals. It is always uncertain

whether these appeals can be resolved favorably, and resolving them can take time, perhaps more

than a year. It also takes time for all the claim forms to be processed. If there are no appeals and

depending on the number of claims submitted, the Claims Administrator could distribute the Net

Settlement Fund as early as nine months after the fairness hearing. Please be patient.

10

12. What am I giving up to get a payment or stay in the Class?

11

Unless you exclude yourself, you are staying in the Class, and that means that you cannot

12 sue, continue to sue, or be part of any other lawsuit against the Defendants about the same issues in

13 this case or about issues that could have been asserted in this case. It also means that all of the

14 Court's orders - including the Final Order and Judgment - will apply to you and legally bind you

15 and you will release your Released Claims in this case against Defendants and their Related Parties.

16 "Released Claims" means any and all claims or causes of action (including Unknown Claims), debts,

17 demands, disputes, rights, suits, matters, damages, obligations or liabilities of any kind, nature,

18 and/or character whatsoever (including, but not limited to, any claims for damages, interest,

19 attorneys' fees, expert or consulting fees, and any and all other costs, expenses or liabilities

20 whatsoever), whether known or unknown, whether under federal, state, local, statutory, common

21 law, foreign law, or any other law, rule or regulation, whether fixed or contingent or absolute,

22 accrued or unaccrued, liquidated or unliquidated, at law or in equity, matured or unmatured,

23 concealed or hidden, asserted or that might have been asserted, by Lead Plaintiff or the Class

24 Members, or any of them, against the Released Persons based upon, arising out of, or related to (a)

25 the purchase or acquisition of Oclaro common stock during the Class Period and any of the facts,

26 transactions, events, occurrences, disclosures, statements, acts, omissions, or failures to act which

27 were or could have been alleged in or embraced or otherwise referred to or encompassed by the

28 Litigation, regardless of what legal theory based, including, without limitation, claims for

8768354 11 NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION - C11-02448-EMC -12.





Defendants improperly defended or settled the Litigation, the Released Claims, or both. Released

Claims do not include any derivative claims, including those claims pending in this Court in In re

Oclaro, Inc. Derivative Litigation, Lead Case No. C11-3176-EMC.

"Related Parties" means each of a Defendant's past, present or future directors, officers,

employees, partnerships and partners, principals, insurers, co-insurers, reinsurers, controlling

shareholders, attorneys, accountants or auditors, investment banks and investment bankers,

10 underwriters, advisors, financial advisors, personal or legal representatives, analysts, associates,

11 predecessors, successors, parents, subsidiaries, divisions, joint ventures and joint venturers, agents,

12 assigns, spouses, heirs, executors, estates, administrators, related or affiliated entities, any entity in

13 which a Defendant has a controlling interest, any members of any Individual Defendant's immediate

14 family, and any trust of which any Individual Defendant is the settlor or which is for the benefit of

15 any Individual Defendant's family.

16

EXCLUDING YOURSELF FROM THE SETTLEMENT

17

If you do not want a payment from this settlement, but you want to keep the right to sue or

18 continue to sue the Defendants on your own about the same issues in this case, then you must take

19 steps to get out of the Class. This is called excluding yourself or is sometimes referred to as opting

20 out of the Class.

21

13. How do I get out of the Class?

22

To exclude yourself from the Class, you must send a letter by mail stating that you want to be

23 excluded from Westley v. Oclaro, Inc., No. C11-02448-EMC. You must include your name,

24 address, telephone number, your signature, the number of shares of Oclaro common stock you

25 purchased and/or acquired, and sold between May 6, 2010 and October 28, 2010, inclusive, and the

26 dates and prices of such purchases, acquisitions and sales. If you cannot find the prices or exact

27 dates of your purchases, acquisitions and/or sales, you can still submit an exclusion request for

28 review. You must mail your exclusion request postmarked no later than 2014 to:

876835_4 11 NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION - C11-02448-EMC - 13


1 Oclaro Securities Litigation Claims Administrator do Gilardi & Co. LLC P.O. Box 8040 San Rafael, CA 94912-8040

You cannot exclude yourself on the phone or by e-mail. If you ask to be excluded, you are

not eligible to get any settlement payment, and you cannot object to the settlement. You will not be

I legally bound by anything that happens in this lawsuit.

14. If I do not exclude myself, can I sue Defendants for the same thing later?

No. Unless you exclude yourself, you give up any right to sue Defendants and their Related

I Parties for the claims that this settlement resolves. Remember, the exclusion deadline is

2014.

15. If! exclude myself, can I get money from this settlement?

No. If you exclude yourself, do not send in a Proof of Claim to ask for any money. Once

you exclude yourself, you will receive no cash payment even if you also submit a Proof of Claim.

THE LAWYERS REPRESENTING YOU

16. Do I have a lawyer in this case?

The Court appointed the law firm of Robbins Geller Rudman & Dowd LLP to represent you

and other Class Members. These lawyers are called Lead Counsel. These lawyers will apply to the

Court for payment from the Settlement Fund; you have not been and will not otherwise be charged

for their work. If you want to be represented by your own lawyer, you may hire one at your own

expense.

17. How will the lawyers be paid?

At the fairness hearing, Lead Plaintiff's counsel will request the Court to award attorneys'

fees of 25% of the Settlement Fund and for expenses up to $175,000, which were incurred in

connection with the Litigation. If awarded, the cost would be approximately $0.04 per share. This

compensation will be paid from the Settlement Fund. Class Members are not personally liable for

any such fees or expenses. To date, Lead Plaintiff's counsel have not received any payment for their

services in conducting this Litigation on behalf of the Lead Plaintiff and the Class, nor have counsel

been paid for their expenses. The fee requested will compensate Lead Plaintiff's counsel for their

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION - C 1-02448-EMC -14- 8768354


work in achieving the Settlement Fund and is within the range of fees awarded to class counsel under

similar circumstances in other cases of this type. The Court may award less than this amount.

OBJECTING TO THE SETTLEMENT

You can tell the Court that you do not agree with the settlement, the Plan of Allocation, or

Lead Plaintiff counsel's request for an award of attorneys' fees and expenses.

18. How do I tell the Court that I do not like the settlement?

If you are a Class Member (and you have not excluded yourself), you can object to the

settlement, the request for attorneys' fees and expenses, or the Plan of Allocation if you do not like

any part of it. You can give reasons why you think the Court should not approve the settlement, the

request for attorneys' fees and expenses, or the Plan of Allocation. The Court will consider your

views. To object, you must send a signed letter saying that you object to the proposed settlement in

Westley v. Oclaro, Inc., No. C1 1M2448-EMC. Be sure to include your name, address, telephone

number, your signature, the number of shares of Oclaro common stock purchased and/or acquired

between May 6, 2010 and October 28, 2010, inclusive, and the reasons you object to the settlement,

the requested attorneys' fees and expenses, or the Plan of Allocation. Any such objection must be

filed with the Court no than 2014 at the following address:

Court:

Clerk of the Court United States District Court

Northern District of California 450 Golden Gate Avenue San Francisco, CA 94102

If you submit an objection to the settlement, Plan of Allocation or the request for an award of

attorneys' fees and expenses and do not submit a claim form seeking payment from the settlement

proceeds, your objection may be rejected because you would no longer have an interest in the

settlement.

19. What is the difference between objecting and excluding myself from the

settlement?

Objecting is telling the Court that you do not like something about the proposed settlement.

You can object only if you stay in the Class. Excluding yourself is telling the Court that you do not

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION - C11-02448-EMC -15. 876835_4


1 want to be part of the Class. If you exclude yourself, you have no basis to object because the case no

2 longer applies to you.

3

THE COURT'S FAIRNESS HEARING

4

The Court will hold a hearing to decide whether to approve the proposed settlement. You

5 may attend, but you do not have to.

6

20. When and where will the Court decide whether to approve the settlement?

7

The Court will hold a hearing at ______, on _________, 2014, at the United States District

8 Court for the Northern District of California, 450 Golden Gate Avenue, San Francisco, CA 94102.

9 At this hearing, the Court will consider whether the settlement is fair, reasonable, and adequate. If

10 there are objections, the Court will consider them. The Court will listen to people who have asked to

11 speak at the hearing. The Court will also decide whether to approve the payment of fees and

12 expenses to Lead Plaintiff's counsel and the Plan of Allocation. We do not know how long the

13 hearing will take or whether the Court will make its decision on the day of the hearing or sometime

14 later.

15

21. Do I have to come to the hearing?

16

No. Lead Plaintiff's counsel will answer questions Judge Chen may have. But, you are

17 welcome to come at your own expense. If you send an objection, you do not have to come to Court

18 to talk about it. As long as you filed your written objection on time, the Court will consider it. You

19 may also pay your own lawyer to attend, but you are not required to do so.

20

22. May I speak at the hearing?

21

You may ask the Court for permission to speak at the hearing. To do so, you must send a

22 letter saying that it is your intention to appear in Westley v. Oclaro, Inc., No. C11-02448-EMC. Be

23 sure to include your name, address, telephone number, your signature, and the number of Oclaro

24 common stock purchased or acquired between May 6, 2010 and October 28, 2010, inclusive. Your

25 notice of intention to appear must be filed no later than 2014 with the Clerk of

26 the Court, at the address listed in Question 18. You cannot speak at the hearing if you exclude

27 yourself from the Class.

8768354 NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION - C11-02448-EMC -16-

28


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

IF YOU DO NOTHING

23. What happens if I do nothing at all?

If you do nothing, you will get no money from this settlement. But, unless you exclude

yourself, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other

lawsuit against the Defendants or their Related Parties about the same issues in this case.

GETTING MORE INFORMATION

24. Are there more details about the settlement?

This Notice only contains a summary of the proposed settlement. More details are in the

Stipulation dated February 5, 2014, which has been filed with the Court. You can get a copy of the

Stipulation from the Clerk's office at the United States District Court for the Northern District of

California, 450 Golden Gate Avenue, San Francisco, CA 94102, during regular business hours, or at

www.oclarosettlement.com , or you can contact a representative of Lead Counsel at the number and

address below in the Answer to Question 25.

25. How do I get more information?

For more information about the settlement or the Litigation, you can call 1-800-449-4900 or

write to a representative of Lead Plaintiff's counsel, Rick Nelson, Shareholder Relations, Robbins

Geller Rudman & Dowd LLP, 655 West Broadway, Suite 1900, San Diego, CA 92101, or visit the

Claims Administrator's website at www.oclarosettlement.com . Please do not call the Court or the

Clerk of the Court for additional information about the settlement.

26. Special notice to banks, brokers, and other nominees

If you hold any Oclaro common stock purchased or acquired between May 6, 2010 and

October 28, 2010, inclusive, as a nominee for a beneficial owner, then, within ten (10) days after you

receive this Notice, you must either: (1) send a copy of this Notice by First-Class Mail to all such

Persons; or (2) provide a list of the names and addresses of such Persons to the Claims

Administrator:

NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION - C11-02448-EMC -17-

27

28

876835_4


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

Oclaro Securities Litigation Claims Administrator do Gilardi & Co. LLC P.O. Box 8040 San Rafael, CA 94912-8040

If you choose to 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 to complete the mailing.

Regardless of whether you choose to complete the mailing yourself or elect to have the

mailing performed for you, you may obtain reimbursement for or advancement of 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 to forward the Notice, upon

submission of appropriate documentation to the Claims Administrator.

DATED: 2014 BY ORDER OF THE COURT UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA

876835_4 NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION - C11-02448-EMC - 18

26

27

28


IWO Gk Vj 1 M04 me 11 09


1 ROBBINS GELLER RUDMAN & DOWD LLP

2 SHAWN A. WILLIAMS (213113) SUNNY S. SARK-IS (258073)



5 415/288-4534 (fax) [email protected]

6 [email protected] and -

7 JEFF REYD. LIGHT (15 9515) JULIE A. KEARNS (246949)

8 655 West Broadway, Suite 1900 San Diego, CA 92101

9 Telephone: 619/231-1058 619/231-7423 (fax)

10 [email protected] [email protected]

11

12

13

14

15 CURTIS AND CHARLOTTE WESTLEY,

16 Individually and on Behalf of All Others Similarly Situated,

17 Plaintiffs,

18 VS.

19 OCLARO, INC., et al.,

20 Defendants

21

22

23

24

25

26

27

28

In re OCLARO, INC. DERIVATIVE LITIGATION

This Document Relates To:

Westley v. Oclaro, inc., et al., C 1-02448-EMC.

) No. Cl 1-02448-EMC ) and related consolidated action ) (Lead Case No. C11-3176EMC)

(Derivative Action)

PROOF OF CLAIM AND RELEASE

EXHIBIT A-2

)

Lead Case No. C11-3176-EMC ) (Derivative Action)

)

I Lead Counsel for Plaintiffs



8768904


1 I. GENERAL INSTRUCTIONS

2

1. All capitalized terms not otherwise defined shall have the same meanings as set forth

3 in the Stipulation of Settlement dated as of February 5, 2014 ("Stipulation"), which can be

4 downloaded at www.oclarosettlement.com .

5 2. To recover as a Member of the Class based on your claims in the action entitled

6 7 Westley v. Oclaro, Inc., No. C 1-02448-EMC (the "Litigation"), you must complete and, on page

8 hereof, sign this Proof of Claim and Release form ("Proof of Claim"). If you fail to file a

9 properly addressed (as set forth in paragraph 4 below) Proof of Claim, your claim may be rejected

10 and you may be precluded from any recovery from the Net Settlement Fund created in connection

11 with the proposed settlement.

12 3. Submission of this Proof of Claim, however, does not assure that you will share in the

13 14 proceeds of the settlement of the Litigation.

15 4. YOU MUST MAIL YOUR COMPLETED AND SIGNED PROOF OF CLAIM

16 POSTMARKED ON OR BEFORE , 2014, ADDRESSED AS FOLLOWS:

17

Oclaro Securities Litigation Claims Administrator

18

do Gilardi & Co. LLC P.O. Box 8040

19

San Rafael, CA 94912-8040

20 If you are NOT a Member of the Class (as defined in the Notice of Proposed Settlement of Class

21 Action ("Notice")) DO NOT submit a Proof of Claim.

22

5. If you are a Member of the Class and you did not timely request exclusion in

23 connection with the proposed settlement, you are bound by the terms of any judgment entered in the

24 Litigation, including the releases provided therein, WHETHER OR NOT YOU SUBMIT A PROOF 25

OF CLAIM, 26

27

28

876890_4 11 PROOF OF CLAIM AND RELEASE - Cl 1-02448-EMC - 1


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

!II. CLAIMANT IDENTIFICATION

If you purchased and/or acquired Oclaro, Inc. ("Oclaro") common stock and held the

certificate(s) in your name, you are the beneficial purchaser as well as the record purchaser. If,

however, you purchased or acquired Oclaro common stock and the certificate(s) were registered in

the name of a third party, such as a nominee or brokerage firm, you are the beneficial purchaser and

the third party is the record purchaser.

Use Part I of this form entitled "Claimant Identification" to identify each purchaser of record

("nominee"), if different from the beneficial purchaser of the Oclaro common stock which forms the

basis of this claim. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL

PURCHASER(S) OR ACQUIRER(S) OR THE LEGAL REPRESENTATIVE OF SUCH

PURCHASER(S) OR ACQUIRER(S) OF OCLARO COMMON STOCK UPON WHICH THIS

CLAIM IS BASED.

All joint purchasers must sign this claim. Executors, administrators, guardians, conservators,

and trustees must complete and sign this claim on behalf of persons represented by them and their

authority must accompany this claim and their titles or capacities must be stated. The Social

Security (or taxpayer identification) number and telephone number of the beneficial owner may be

used in verifying the claim. Failure to provide the foregoing information could delay verification of

your claim or result in rejection of the claim.

III. CLAIM FORM

Use Part II of this form entitled "Schedule of Transactions in Oclaro Common Stock" to

supply all required details of your transaction(s) in Oclaro common stock. If you need more space or

additional schedules, attach separate sheets giving all of the required information in substantially the

same form. Sign and print or type your name on each additional sheet.

On the schedules, provide all of the requested information with respect to all of your

purchases or acquisitions and all of your sales of Oclaro common stock which took place at any time

between May 6, 2010 and January 25, 2011, inclusive, whether such transactions resulted in a profit

or, a loss. You must also provide all of the requested information with respect to the number of

shares of Oclaro common stock you held at the close of trading on May 5, 2010, October 28, 2010,

PROOF OF CLAIM AND RELEASE - C 1-02448-EMC -2 876890_4


1 and January 25, 2011. Failure to report all such transactions may result in the rejection of your

2 claim.

3

List each transaction in the Class Period separately and in chronological order, by trade date,

4 beginning with the earliest. You must accurately provide the month, day, and year of each

5 transaction you list.

6

The date of covering a "short sale" is deemed to be the date of purchase of Oclaro common

7 stock. The date of a "short sale" is deemed to be the date of sale of Oclaro common stock.

8

Copies of broker confirmations or other documentation of your transactions in Oclaro

9 common stock should be attached to your claim. Failure to provide this documentation could delay

10 verification of your claim or result in rejection of your claim.

11

NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large numbers of

12 transactions may request, or may be requested, to submit information regarding their transactions in

13 electronic files. All claimants MUST submit a manually signed paper Proof of Claim whether or not

14 they also submit electronic copies. If you wish to file your claim electronically, you must contact the

15 Claims Administrator at 1-800-447-7657 to obtain the required file layout. No electronic files will

16 be considered to have been properly submitted unless the Claims Administrator issues to the

17 claimant a written acknowledgment of receipt and acceptance of electronically submitted data.

18

19

20

21

22

23

24

25

26

876890_4 PROOF OF CLAIM AND RELEASE - C11-02448-EMC -3

27

28


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28



Westley v. Oclaro, Inc., No. Cli -02448-EMC

PROOF OF CLAIM AND RELEASE

Must Be Postmarked No Later Than:

,2014

Please Type or Print

PART I:

CLAIMANT IDENTIFICATION

Beneficial Owner's Name (First, Middle, Last)

Street Address

City State or Province

I Zip Code or Postal Code

Social Security Number or Taxpayer Identification Number

Area Code Telephone Number (work)

Area Code Telephone Number (home)

Record Owner's Name (if different from beneficial owner listed above)

Country

Individual Corporation/Other

876890_4 PROOF OF CLAIM AND RELEASE C11-02448-EMC -4 -1


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

PART II: SCHEDULE OF TRANSACTIONS IN OCLARO COMMON STOCK

A. Number of shares of Oclaro common stock held at the close of trading on May 5,2010:

B. Purchases or acquisitions of Oclaro common stock (May 6, 2010— January 25, 2011, inclusive):

Trade Date Number of Total Purchase or Month Day Year

Shares Purchased Acquisition Price or Acuuired

2. 2. 2.

3. 3. 3.

IMPORTANT: Identify by number listed above all purchases in which you covered a "short sale":

C. Sales of Oclaro common stock (May 6, 2010— January 25, 2011, inclusive):

Trade Date Number of Total Sales Price Month Day Year Shares Sold

1. 1. 1.

2. 2. 2.

3. 3. 3.

D. Number of shares of Oclaro common stock held at the close of trading on October 28, 2010:

E. Number of shares of Oclaro common stock held at the close of trading on January 25, 2011:

If you require additional space, attach extra schedules in the same format as above. Sign and

print your name on each additional page.

8768904 11 PROOF OF CLAIM AND RELEASE - C11-02448-EMC - 5 -


1

YOU MUST READ AND SIGN THE RELEASE ON PAGE -. FAILURE TO SIGN

2 THE RELEASE MAY RESULT IN A DELAY IN PROCESSING OR THE REJECTION OF

3 I YOUR CLAIM.

4 IV. SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS

5 I (We) submit this Proof of Claim under the terms of the Stipulation of Settlement described

6 in the Notice. I (We) also submit to the jurisdiction of the United States District Court for the

7 Northern District of California, with respect to my (our) claim as a Class Member and for purposes

8 of enforcing the release set forth herein. I (We) further acknowledge that I am (we are) bound by

9 and subject to the terms of any judgment that may be entered in the Litigation. I (We) agree to

10 furnish additional information to the Claims Administrator to support this claim if requested to do

11 so. I (We) have not submitted any other claim covering the same purchases, acquisitions or sales of

12

13 Oclaro common stock during the Class Period and know of no other person having done so on my

(our) behalf. 14

V. RELEASE 15

1. I (We) hereby acknowledge full and complete satisfaction of, and do hereby fully, 16

17 finally, and forever settle, release, and discharge from and covenant not to sue with respect to, the

18 Released Claims each and all of the "Released Persons," defined as each and all of the Defendants

19 and their Related Parties.

20

2. "Released Claims" means any and all claims or causes of action (including Unknown

21 Claims), debts, demands, disputes, rights, suits, matters, damages, obligations or liabilities of any

22 kind, nature, and/or character whatsoever (including, but not limited to, any claims for damages,

23 I

24 interest, attorneys' fees, expert or consulting fees, and any and all other costs, expenses or liabilities

25 whatsoever), whether known or unknown, whether under federal, state, local, statutory, common

26 law, foreign law, or any other law, rule or regulation, whether fixed or contingent or absolute,

27 accrued or unaccrued, liquidated or unliquidated, at law or in equity, matured or unmatured,

28 concealed or hidden, asserted or that might have been asserted, by Lead Plaintiff or the Class

876890_4 PROOF OF CLAIM AND RELEASE - C1 1-02448-EMC 6


Members, or any of them, against the Released Persons based upon, arising out of, or related to (a)

the purchase or acquisition of Oclaro common stock during the Class Period and any of the facts,

transactions, events, occurrences, disclosures, statements, acts, omissions, or failures to act which

were or could have been alleged in or embraced or otherwise referred to or encompassed by the

Litigation, regardless of what legal theory based, including, without limitation, claims for




Defendants improperly defended or settled the Litigation, the Released Claims, or both. Released

Claims do not include any derivative claims, including those claims pending in this Court in In re

Oclaro, Inc. Derivative Litigation, Lead Case No, Cl 1-3176-EMC.

3. "Unknown Claims" means any Released Claims which Lead Plaintiff or any Class

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

Released Persons which, if known by him, her, or it, might have affected his, her, or its settlement

with and release of the Released Persons, or might have affected his, her, or its decisions with

respect to this settlement. Unknown Claims include those Released Claims in which some or all of

the facts compromising the claim may be suspected, or even undisclosed or hidden. With respect to

any and all Released Claims, the Settling Parties stipulate and agree that, upon the Effective Date,


to have, and by operation of the Judgment shall have, expressly waived and relinquished, the

provisions, rights, and benefits of California Civil Code §1542, which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.


to have, and by operation of the Judgment shall have, expressly waived and relinquished, any and all

provisions, rights, and benefits conferred by any law of any state or territory of the United States, or

PROOF OF CLAIM AND RELEASE - C 1-02448-EMC -7

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

8768904


1 I principle of common law or foreign law, which is similar, comparable or equivalent to California

2 Civil Code § 1542. Lead Plaintiff and Class Members may hereafter discover facts in addition to or

3 different from those which he, she or it now knows or believes to be true with respect to the subject

4 matter of the Released Claims, but Lead Plaintiff upon the Effective Date shall expressly, fully,

5 finally, and forever settle and release and each Class Member, upon the Effective Date, shall be

6 deemed to have, and by operation of the Judgment shall have, fully, finally, and forever settled and

7 released any and all Released Claims, known or unknown, suspected or unsuspected, contingent or

8 non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed,

9 upon any theory of law or equity now existing or coming into existence in the future, including, but

10 not limited to, conduct which is negligent, reckless, intentional, with or without malice, or a breach

11 of any duty, law or rule, without regard to the subsequent discovery or existence of such different or

12 additional facts. Lead Plaintiff acknowledges, and the Class Members shall be deemed by operation

13 of the Judgment to have acknowledged, that the foregoing waiver was separately bargained for and a

14 key element of the settlement of which this release is a part.

15

4. I (We) hereby warrant and represent that I (we) have not assigned or transferred or

16 purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to this

17 release or any other part or portion thereof.

18 5. I (We) hereby warrant and represent that I (we) have included information about all

19 20 of my (our) transactions in Oclaro common stock which occurred during the Class Period as well as

21 the number of shares of Oclaro common stock held by me (us) at the close of trading on May 5,

22 2010, October 28, 2010, and January 25, 2011.

23

I (We) declare under penalty of perjury under the laws of the United States of America that

24 all of the foregoing information supplied on this Proof of Claim by the undersigned is true and

25 correct.

26

27

28

8768904 11 PROOF OF CLAIM AND RELEASE - C11-02448-EMC - 8


1

2

3

4

5

6

7 i

8 '

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Executed this

day of (Month/Year)

in (City)

(State/Country)

(Sign your name here)

(Type or print your name here)

(Capacity of person(s) signing, e.g., Beneficial Purchaser or Acquirer, Executor or Administrator)

ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME.

THANK YOU FOR YOUR PATIENCE.

Reminder Checklist:

1. Please sign the above release and declaration.

2. Remember to attach supporting documentation, if available.

3. Do not send original stock certificates.

4. Keep a copy of your claim form and all supporting documentation for your records.

5. If you desire an acknowledgment of receipt of your claim form, please send it Certified Mail, Return Receipt Requested.

6. If you move, please send us your new address.

8768904 11 PROOF OF CLAIM AND RELEASE - C11-02448-EMC -9-


1 Ma"111,4251 -


1 ROBBINS GELLER RUDMAN & DOWD LLP

2 SHAWN A. WILLIAMS (213113) SUNNY S. SARKIS (258073)



5 415/288-4534 (fax) [email protected]

6 ssarkisrgrdlaw.com - and -

7 JEFFREY D. LIGHT (159515) JULIE A. KEARNS (246949)


9 Telephone: 619/231-1058 619/231-7423 (fax)

10 jeff1rgrdlaw.com [email protected]

11 Lead Counsel for Plaintiffs

12

13 UNITED STATES DISTRICT COURT

14 NORTHERN DISTRICT OF CALIFORNIA

15 CURTIS AND CHARLOTTE WESTLEY, ) No. C 1-02448-EMC

16 Individually and on Behalf of All Others ) and related consolidated action Similarly Situated, ) (Lead Case No. C 1-3176-EMC)

17 (Derivative Action) Plaintiffs,

18 vs.

19 OCLARO, INC., et al.,

20 Defendants.

21 In re OCLARO, INC. DERIVATIVE

22 LITIGATION

23 This Document Relates To:

24 Westley v. Oclaro, Inc., et aL,

25 C11-02448-EMC.

26

27

28

8769093

SUMMARY NOTICE

EXHIBIT A-3

Lead Case No. C 1-3176-EMC (Derivative Action)

)

)

)

)

)

)


iTO: ALL PERSONS OR ENTITIES WHO PURCHASED OR ACQUIRED OCLARO, INC. ("OCLARO") COMMON STOCK BETWEEN MAY 6, 2010 AND OCTOBER 28, 2010,

2

INCLUSIVE

3

YOU ARE HEREBY NOTIFIED that pursuant to an Order of the United States District

4 Court for the Northern District of California, a hearing will be held on , 2014,

5 at _:_ _.m., before the Honorable Edward M. Chen, United States District Judge, at the United

6 States District Court for the Northern District of California, 450 Golden Gate Avenue, San

7 Francisco, CA 94102, for the purpose of determining: (1) whether the proposed settlement of the

8 Litigation for the sum of $3,700,000 in cash should be approved by the Court as fair, reasonable, and

9 adequate; (2) whether, thereafter, this Litigation should be dismissed with prejudice against the

10 Defendants as set forth in the Stipulation of Settlement dated as of February 5, 2014 ("Stipulation")';

11 (3) whether the Plan of Allocation of settlement proceeds is fair, reasonable, and adequate and

12 therefore should be approved; and (4) the reasonableness of the application of Lead Counsel for an

13 award of attorneys' fees and expenses incurred in connection with this Litigation, together with

14 interest thereon.

15

If you purchased or acquired Oclaro common stock between May 6, 2010 and October 28,

16 2010, inclusive, your rights may be affected by this Litigation and the settlement thereof. If you

17 have not received a detailed Notice of Proposed Settlement of Class Action and a copy of the Proof

18 of Claim and Release form, you may obtain copies by writing to Oclaro Securities Litigation,

19 Claims Administrator, do Gilardi & Co. LLC, P.O. Box 8040, San Rafael, CA 94912-8040, or by

20 downloading this information at www.oclarosettlement.com . If you area Class Member, in order to

2111 share in the distribution of the Net Settlement Fund, you must submit a Proof of Claim and Release

22

23

24

25

26

27

28

form postmarked no later than , 2014, establishing that you are entitled to a recovery.

You will be bound by any judgment rendered in the Litigation unless you request to be excluded, in

writing, to the above address, postmarked by , 2014.

Any objection to any aspect of the settlement must be filed with the Clerk of the Court no

later than , 2014, at the following address:

All capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Stipulation. The Stipulation can be downloaded at www.oclarosettlement.com .

SUMMARY NOTICE - C11-02448-EMC -1 8769093


Clerk of the Court United States District Court

2

Northern District of California 450 Golden Gate Avenue

3

San Francisco, CA 94102

4

PLEASE DO NOT CONTACT THE COURT OR THE CLERK'S OFFICE

5 REGARDING THIS NOTICE.

6 DATED: , 2014 BY ORDER OF THE COURT UNITED STATES DISTRICT COURT

7


8

0

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

8769093 SUMMARY NOTICE - C11-02448-EMC -2

28


EXHIBIT B


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28


SHAWN A. WILLIAMS (213113) SUNNY S. SARKIS (258073) Post Montgomery Center One Montgomery Street, Suite 1800 San Francisco, CA 94104 Telephone: 415/288-4545 415/288-4534 (fax) shawnwrgrdlaw.com [email protected]


Lead Counsel for Plaintiffs [Additional counsel appear on signature page.]


CURTIS AND CHARLOTTE WESTLEY, ) No. C 1-02448-EMC Individually and on Behalf of All Others ) and related consolidated action Similarly Situated, ) (Lead Case No. C 11-31 76-EMC)


VS [PROPOSED] ORDER APPROVING THE SETTLEMENT AND ORDER OF

OCLARO, INC., et al., ) DISMISSAL WITH PREJUDICE )

Defendants. ) EXHIBIT B

In re OCLARO, INC. DERIVATIVE ) Lead Case No. C 1-3176-EMC LITIGATION ) (Derivative Action)

)


Westley v. Oclaro, Inc., et al., ) CI I-02448-EMC, )

)

18769134


1

This matter came before the Court for hearing pursuant to the Order Preliminarily Approving

2 Settlement and Providing for Notice ("Order") dated , 2014, on the application of the

3 parties for approval of the settlement set forth in the Stipulation of Settlement dated as of February 5,

4 2014 (the "Stipulation"). Due and adequate notice having been given to the Class as required in said

5 Order, and the Court having considered all papers filed and proceedings had herein and otherwise

6 being fully informed in the premises and good cause appearing therefore, IT IS HEREBY

7 ORDERED, ADJUDGED, AND DECREED that:

El

1. This Order Approving the Settlement and Order of Dismissal with Prejudice ("Final

j Order") incorporates by reference the definitions in the Stipulation, and all terms used herein shall

10 have the same meanings as set forth in the Stipulation, unless otherwise set forth herein.

11

2. This Court has jurisdiction over the subject matter of the Litigation and over all 12 13 parties to the Litigation, including all Members of the Class.

14 3, The Court hereby finally certifies a Class defined as: "all Persons who purchased or

15 otherwise acquired the common stock of Oclaro between May 6, 2010 and October 28, 2010,

16 inclusive, excluding Defendants, Oclaro's officers and directors during the Class Period, and their

17 immediate families and affiliates. Also excluded from the Class are those Persons who validly and

18 timely request exclusion from the Class." 19

4. With respect to the Class, this Court finds solely for purposes of effectuating this 20 21 settlement that (a) the Members of the Class are so numerous that joinder of all Class Members in

22 the Litigation is impracticable; (b) there are questions of law and fact common to the Class which

23 predominate over any individual questions; (c) the claims of the Lead Plaintiff are typical of the

24 claims of the Class; (d) Lead Plaintiff and Lead Counsel have fairly and adequately represented and

25 protected the interests of all of the Class Members; and (e) a class action is superior to other

26 available methods for the fair and efficient adjudication of the controversy, considering: (i) the

27 28 interests of the Members of the Class in individually controlling the prosecution of the separate

8769134 [PROPOSED] ORDER APPROVING THE SETTLEMENT AND ORDER OF DISMISSAL WITH PREJUDICE - C 1-02448-EMC - 1


1 actions; (ii) the extent and nature of any litigation concerning the controversy already commenced by

2 Members of the Class; (iii) the desirability or undesirability of continuing the litigation of these

3 claims in this particular forum; and (iv) the difficulties likely to be encountered in the management

4 1 of the class action.

5

6 5. Pursuant to Federal Rule of Civil Procedure 23, the Court hereby approves the

7 settlement set forth in the Stipulation as fair, reasonable, and adequate to the Class and directs that

8 I the settlement be consummated in accordance with the terms and conditions set forth in the

9 I Stipulation.

10 6. The Court hereby dismisses the Litigation and all Released Claims with prejudice and

11 without costs as to any party, except as and to the extent provided in the Stipulation and herein.

12

7. Upon the Effective Date, the Lead Plaintiff and each and every Class Member, for 13

14 I themselves and for any Person claiming now or in the future through or on behalf of them, shall be

15 deemed to have, and by operation of this Final Order and accompanying Judgment shall have, fully,

16 I finally, and forever waived, released, relinquished, discharged, and dismissed each and every one of

17 I the Released Claims against each and every one of the Released Persons, whether or not such Class

18 Member executes and delivers the Proof of Claim and Release form, and whether or not such Class

19 I Member shares or seeks to share in the Settlement Fund.

20

8. Upon the Effective Date, the Lead Plaintiff and each and every Class Member, for 21

22 themselves and for any Person claiming now or in the future through or on behalf of them, shall

23 covenant or be deemed to have covenanted not to sue the Released Persons with respect to the

24 Released Claims, and shall be forever barred and enjoined from commencing, instituting,

25 prosecuting or continuing to prosecute any action or other proceeding in any court of law or equity,

26 arbitration tribunal, administrative forum or other forum, asserting the Released Claims against any

27 of the Released Persons.

28

8769134

[PROPOSED] ORDER APPROVING THE SETTLEMENT AND ORDER OF DISMISSAL WITH PREJUDICE - C 1-02448-EMC -2


1

9. Upon the Effective Date, each of the Defendants and any Person claiming by or

2 through them shall be deemed to have, and by operation of this Final Order and accompanying

3 '

Judgment shall have, fully, finally, and forever released, relinquished, and discharged Lead Plaintiff,

4 each and all of the Class Members and Lead Plaintiff's counsel, from all claims (including Unknown

5

6 Claims), arising out of, relating to, or in connection with the institution, prosecution, assertion,

7 settlement or resolution of the Litigation or the Released Claims except to enforce the releases and

8 other terms and conditions contained in the Stipulation or any Court order (including, but not limited

9 Ito, the Judgment) entered pursuant thereto.

10 10. The Notice of Proposed Settlement of Class Action given to the Class was the best

11 notice practicable under the circumstances, including individual notice to all Members of the Class

12 I who could be identified through reasonable effort along with publication of the Summary Notice.

13

14 Said notice provided the best notice practicable under the circumstances of those proceedings and of

15 the matters set forth therein, including the proposed settlement set forth in the Stipulation, to all

16 Persons entitled to such notice, and said notice fully satisfied the requirements of Federal Rule of

17 Civil Procedure 23 and the requirements of due process.

18 11. Any Plan of Allocation submitted by Lead Counsel or any order entered regarding

19 any attorneys' fee and expense application shall in no way disturb or affect this Final Order and shall

20 be considered separate from this Final Order.

21

22 12. Neither the Stipulation nor the settlement contained therein, nor any act performed or



25 or of any wrongdoing or liability of the Defendants or their respective Related Parties, or (b) is or

26 may be deemed to be or may be used as an admission of, or evidence of, any liability, fault or

27 omission of any of the Defendants or their respective Related Parties in any civil, criminal, or

8769134

[PROPOSED] ORDER APPROVING THE SETTLEMENT AND ORDER OF DISMISSAL WITH PREJUDICE - Cli -02448-EMC -3

28


1 I administrative proceeding in any court, administrative agency, or other tribunal, or (c) is or may be

2 deemed to be or may be used as an admission or evidence that any claims asserted by Lead Plaintiff

3 were not valid or that the amount recoverable was not greater than the Settlement Amount, in any

4 civil, criminal or administrative proceeding in any court, administrative agency, or other tribunal.

5 6 Neither the Stipulation nor the settlement, nor any act performed or document executed pursuant to

7 or in furtherance of the Stipulation or the settlement shall be admissible in any proceeding for any

8 I purpose except that the Released Persons may file the Stipulation and/or the Final Order and/or

9 Judgment from this Litigation in any other action that may be brought against them in order to

10 support a defense or counterclaim based on principles of res judicata, collateral estoppel, release,

11 good faith settlement, judgment bar or reduction, or any other theory of claim preclusion or issue 12

preclusion or similar defense or counterclaim. 13

14 13. Without affecting the finality of this Final Order in any way, this Court hereby retains

15 continuing jurisdiction over: (a) implementation of this settlement and any award or distribution of

16 the Settlement Fund, including interest earned thereon; (b) disposition of the Settlement Fund;

17 (c) hearing and determining applications for attorneys' fees, interest, and expenses in the Litigation;

18 (d) all parties hereto for the purpose of construing, enforcing, and administering the Stipulation; and

19 (e) all other proceedings related to the implementation and enforcement of the terms of the

20 Stipulation and/or settlement. The Court finds for purposes of Rule 54(b) of the Federal Rules of

21

22 Civil Procedure, that there is no just reason for delay and expressly directs entry of the Judgment.

23 14. The Court finds that during the course of the Litigation, the Settling Parties and their

24 respective counsel at all times complied with the requirements of Federal Rule of Civil Procedure

25 11.

26 15. In the event that the settlement does not become effective in accordance with the

27 terms of the Stipulation, or the Effective Date does not occur, or in the event that the Settlement

28

8769134

[PROPOSED] ORDER APPROVING THE SETTLEMENT AND ORDER OF DISMISSAL WITH PREJUDICE - C 1-02448-EMC -4-


1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

8769134

Fund, or any portion thereof, is returned to the Defendants or their insurers, then this Final Order

shall be rendered null and void to the extent provided by and in accordance with the Stipulation and

shall be vacated and, in such event, all orders entered and releases delivered in connection herewith

shall be null and void to the extent provided by and in accordance with the Stipulation.

16. Without further order of the Court, the Settling Parties may agree to reasonable

extensions of time to carry out any of the provisions of the Stipulation.

IT IS SO ORDERED.

I DATED: THE HONORABLE EDWARD M. CHEN UNITED STATES DISTRICT JUDGE

Submitted by:

ROBB1NS GELLER RUDMAN & DOWD LLP

SHAWN A. WILLIAMS SUNNY S. SARKIS

SHAWN A. WILLIAMS

Post Montgomery Center One Montgomery Street, Suite 1800 San Francisco, CA 94104 Telephone: 415/288-4545 415/288-4534 (fax)


JEFFREY D. LIGHT JULIE A. KEARNS 655 West Broadway, Suite 1900 San Diego, CA 92101 Telephone: 619/231-1058 619/231-7423 (fax)


[PROPOSED] ORDER APPROVING THE SETTLEMENT AND ORDER OF DISMISSAL WITH PREJUDICE-C11-02448-EMC -5-


1 ROBERT M. CHEVERIE & ASSOCIATES

2 GREGORY S. CAMPORA Commerce Center One

3 333 E. River Drive, Suite 101 East Hartford, CT 06108

4 Telephone: 860/290-9610 860/290-9611 (fax)

5 HOLZER HOLZER & FISTEL, LLC

6 MICHAEL I. FISTEL, JR. 200 Ashford Center North, Suite 300

7 Atlanta, GA 30338 Telephone: 770/392-0090

8 770/392-0029 (fax)

9 DYER & BERENS LLP ROBERT J. DYER III

10 JEFFREY A. BERENS 303 East 17th Avenue, Suite 810

11 Denver, CO 80203 Telephone: 303/861-1764

12 303/395-0393 (fax)

13 Additional Counsel for Plaintiff

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

8769134

[PROPOSED] ORDER APPROVING THE SETTLEMENT AND ORDER OF DISMISSAL WITH PREJUDICE - C 1-02448.-EMC - 6 -


EXHIBIT C


1 ROBB[NS GELLER RUDMAN & DOWD LLP

2 SHAWN A. WILLIAMS (213113) SUNNY S. SARKIS (258073)



5 415/288-4534 (fax) shawnwrgrdlaw.com

6 [email protected] - and -

7 JEFFREY D. LIGHT (15 9515) JULIE A. KEARNS (246949)


9 Telephone: 619/231-1058 619/231-7423 (fax)

10 jefflrgrdlaw.com [email protected]

11 Lead Counsel for Plaintiffs

12

13

14

15

16

17

18

19

20 In re OCLARO, INC. DERIVATIVE LITIGATION

21

22 This Document Relates To:

23 Westley v. Oclaro, Inc., et al., Cl 1-02448-EMC.

24

25

26

27

28

DISTRICT COURT [CT OF CALIFORNIA

No. C 1-02448-EMC and related consolidated action (Lead Case No. C 1-3176-EMC) (Derivative Action)

[PROPOSED] JUDGMENT

EXHIBIT C

Lead Case No. C 11-31 76-EMC (Derivative Action)

UNITED STATES NORTHERN DISTR.

CURTIS AND CHARLOTTE WESTLEY, Individually and on Behalf of All Others Similarly Situated,

Plaintiffs,

VS.

OCLARO, INC., et al.,

Defendants.

8769152


1

In accordance with the Court's Order Approving the Settlement and Order of

2 Dismissal with Prejudice, judgment is hereby entered.

3 I Dated: San Francisco, California

4 2014

5

CLERK OF COURT

6

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

8769152 [PROPOSED] JUDGMENT - Cl! -02448-EMC - 1 -


1 CERTIFICATE OF SERVICE

2 I hereby certify that on February 24, 2014, I authorized the electronic filing of the foregoing

3 with the Clerk of the Court using the CM/ECF system which will send notification of such filing to

4 the e-mail addresses denoted on the attached Electronic Mail Notice List, and I hereby certify that I

5 caused to be mailed the foregoing document or paper via the United States Postal Service to the non-

6 CM/ECF participants indicated on the attached Manual Notice List.

7 I certify under penalty of perjury under the laws of the United States of America that the

8 foregoing is true and correct. Executed on February 24, 2014.

9 sL Shawn A. Williams SHAWN A. WILLIAMS

10 ROBBINS GELLER RUDMAN

11 &DOWDLLP Post Montgomery Center

12 One Montgomery Street, Suite 1800 San Francisco, CA 94104

13 Telephone: 415/288-4545 415/288-4534 (fax)

14 E-mail: shawnwrgrdlaw.com

15

16

17

18

19

20

21

22

23

24

25

26

27

28

876821_5 11 STIPULATION OF SETTLEMENT - Cl 1-02448-EMC

CAND-ECF-

Page 1 of 1


Mailing Information for a Case 3:11-cv-02448-EMC Westley et al v. Oclaro, Inc. et al

Electronic Mail Notice List

The following are those who are currently on the list to receive e-mail notices for this case.

• Gidon M. Caine [email protected],[email protected],[email protected] ,[email protected]

• Jessica Perry Corley [email protected]

• Michael I. Fistel , Jr [email protected]

• Frank James Johnson [email protected] ,[email protected] ,[email protected],[email protected],[email protected]

• Julie A. Kearns [email protected] ,[email protected] ,[email protected]

• Tina Mehr [email protected]

• Brian O. O'Mara bo'[email protected] ,[email protected] ,[email protected]

• Mark Punzalan [email protected] ,[email protected]

• Darren Jay Robbins [email protected]

• Sunny September Sarkis [email protected]

• Andrew Townsend Sumner [email protected]

• Joseph G Tully [email protected]

• David Conrad Walton [email protected]

• Shawn A. Williams [email protected],[email protected] ,[email protected] ,[email protected]

Manual Notice List

The following is the list of attorneys who are not on the list to receive e-mail notices for this case (who therefore require manual noticing). You may wish to use your mouse to select and copy this list into your word processing program in order to create notices or labels for these recipients.

Robert J. Dyer , III Dyer & Berens LLP 303 East 17th Avenue, Suite 300 Denver, CO 80203

https://ecf.cand.uscourts.gov/cgi-bin/MailList.pl?328915988256963-L10-1 2/24/2014