Retention Agreement
This Retention Agreement governs the retention of Ademi & O'Reilly, LLP
(the "Attorneys") by those institutions or individuals (the "Client")
who have authorized the Attorneys to prosecute claims arising out of their
purchase of subject litigation's stock.
WHEREAS the Client has authorized the Attorneys to prosecute claims relating
to the securities of the subject litigation (the "Litigation");
WHEREAS the Litigation entails numerous complex factual and legal issues
and entails considerable risk;
WHEREAS the Litigation requires the expenditure of substantial resources
by the Attorneys retained to prosecute the Litigation;
WHEREAS the Client seeks to maximize their recovery while limiting the expenditure
of their own resources;
NOW, THEREFORE, the Client and the Attorneys AGREE AS FOLLOWS:
I. SCOPE OF SERVICES/CASE HANDLING
A. Upon execution by Ademi & O'Reilly, LLP , attorneys are retained to
provide legal services for the purpose of seeking damages and other relief
in the Litigation. Client provides authorization to seek appointment as Lead
Plaintiff in the class action, while the Attorneys will seek to be appointed
Class Counsel. If this occurs, the Litigation will be prosecuted as a class
action.
B. Attorneys are authorized to prosecute the Litigation. The appointed Lead
Plaintiffs will monitor, review and participate with counsel in the prosecution
of the Litigation. The Attorneys shall consult with the appointed Lead Plaintiffs
concerning all major substantive matters related to the Litigation, including,
but not limited to, the complaint, dispositive motions and settlement. Because
of potential differences of opinion between Clients concerning, among other
things, strategy, goals and objectives of the Litigation, the Attorneys shall
consult with the appointed Lead Plaintiffs as to the courses of action to
pursue. The Client agrees to abide by the decisions of the appointed Lead
Plaintiffs, which shall be final and binding on all Clients.
C. The Attorneys shall provide sufficient resources, including attorney time
and capital for payment of costs and expenses, to vigorously prosecute the
Litigation.
D. Any recovery will be divided among Clients based on the recognized loss
by each Client as calculated by a damage allocation plan which will be prepared
by a financial expert, provided to the appointed Lead Plaintiffs, be subject
to the Court's approval and will account for such factors as size of stock
ownership, date of purchase, date of sale, and continued holdings, if any.
II. CONTINGENT FEE AGREEMENT
A. Ademi & O'Reilly, LLP agrees to represent you and other class members
in this litigation on a fully contingent basis with respect to its fees. In
addition, Ademi & O'Reilly, LLP and other plaintiffs' counsel will advance
all costs and expenses that plaintiffs' counsel deem necessary to prosecute
the case.
B. The sole contingency upon which Attorneys shall be compensated is a recovery
in the Litigation, whether by settlement or judgment. Compensation shall be
up to 33 1/3% of the total recovery plus reasonable disbursements in the Litigation.
"Disbursements" shall include but not be limited to costs of travel
expenses, telephone, copying, fax transmission, depositions, investigators,
messengers, mediation expenses, computer research fees, court fees, expert
fees, other consultation fees and paralegal expenses. Any recovery in the
Litigation shall first be used to reimburse disbursements.
III. GENERAL REQUIREMENTS
A. This Agreement may not be assigned by the Attorneys.
B. Client agrees to cooperate in the prosecution of the suit including providing
documents to substantiate the Client's claim, and to cooperate in providing
discovery information, including a deposition if necessary.
C. Client recognizes that the Attorneys are representing other investors
in the Litigation. The Client agrees that any conflicts caused by such representation
are waived.
IV. TERMINATION
A. Client may terminate this Agreement as to any Attorneys, with or without
cause and without penalty, by providing the Attorneys with written notice
of termination. Attorneys may terminate this agreement with or without cause
and without penalty, by providing client with written notice of termination
if the Client fails to cooperate in the prosecution of this action or such
other reason as may be approved upon application to the Court.
B. If the Attorneys are terminated for any reason, Attorneys shall be entitled
(a) to be reimbursed, pursuant to §II above, for reasonable out-of-pocket
costs and expenses that they incurred, but only if and when recovery is obtained,
and (b) to be paid such compensation as might be payable to them in accordance
with this Agreement, but only if and to the extent and at the time compensation
is payable to the Attorneys from any recovery in the Litigation pursuant to
§II above.
V. NOTICE
A. All notices to be given by the parties hereto shall be in writing and
served by depositing same in the United States Post Office, postage prepaid
and registered as follows:
TO ATTORNEYS
Guri Ademi
Ademi & O'Reilly, LLP
3620 E. Layton Ave.
Cudahy, WI 53110
B. Any actions arising out of this Agreement shall be governed by the laws
of state, and shall be brought and maintained in the Supreme Court of state,
which shall have exclusive jurisdiction thereof.
C. This agreement, along with the signed Certification and Authorization
of Named Plaintiff, sets forth the entire Agreement between the parties, and
supersedes all other oral or written provisions.
