in the united states district court for the district of … · 2019. 10. 30. · 1.8...

- 1 -

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND

NORTHERN DIVISION

IN RE SOURCEFIRE, INC. SHAREHOLDER LITIGATION

))))))))

Lead Case No. 1:13-cv-02271-JFM (Consolidated with Case Nos. 1:13-cv-02332-JKB; 1:13-cv-02377-JKB; and 1:13-cv-02483-JKB)

CLASS ACTION This Document Relates To:

ALL ACTIONS.

STIPULATION OF SETTLEMENT

This Stipulation of Settlement ("Stipulation"), dated December 4, 2013, is made and

entered into pursuant to Rule 23 of the Federal Rules of Civil Procedure and contains the terms

of a settlement entered into by and among the Plaintiffs, on behalf of themselves and Members

of the Settlement Class, and Defendants, through their respective counsel in the above captioned

action.1 This Stipulation is intended by the Settling Parties to fully, finally, and forever resolve,

discharge, and settle the Released Claims against the Released Parties, upon and subject to the

terms and conditions hereof and subject to the approval by the Court.

I. THE CLASS ACTION

On July 23, 2013, Sourcefire, Inc. ("Sourcefire" or the "Company") announced that it had

entered into an Agreement and Plan of Merger (the "Merger Agreement") with Cisco Systems,

Inc. ("Cisco" or "Parent") and Shasta Acquisition Corp. ("Shasta" or "Merger Sub"), a wholly

owned subsidiary of Cisco, pursuant to which Cisco would pay $76.00 per share in cash in

1 Capitalized terms used, but not immediately defined, are defined herein below at Part IV, §1.

Case 1:13-cv-02271-JFM Document 52 Filed 12/11/13 of 26

- 2 -

exchange for each share of Sourcefire and assume outstanding equity awards for an aggregate

purchase price of approximately $2.7 billion.

On August 12, 2013, the Company filed with the U.S. Securities and Exchange

Commission (the "SEC") a preliminary proxy statement (the "Preliminary Proxy").

On July 26, 2013, Plaintiff Michael Vukosa filed a shareholder class action complaint in

the Circuit Court for Howard County in the State of Maryland, alleging breach of fiduciary duty

and aiding and abetting claims against Defendants.

From August 6, 2013 through August 16, 2013, three separate shareholder class action

complaints were filed by Plaintiff Michael Josenhans, Plaintiff Robert Collier, and Plaintiff Sally

LeBow in the Circuit Court for Howard County in the State of Maryland, each alleging a breach

of fiduciary duty and aiding and abetting claims against Defendants.

The Vukosa, Josenhans, Collier, and LeBow complaints were removed to this Court on

August 6, 2013 (1:13-cv-02271-JFM), August 9, 2013 (1:13-cv-02332-JKB), August 14, 2013

(1:13-cv-02377-JKB), and August 23, 2013 (1:13-cv-02483-JKB), respectively. On August 28,

2013, the Court granted the parties' Proposed Stipulation and Order Consolidating Related

Actions and Related Matters, which, among other things, consolidated the Vukosa, Josenhans,

and Collier complaints under the caption In re Sourcefire, Inc. Shareholder Litigation, 1:13-cv-

02271-JFM, and set forth the parties' agreed upon schedule for expedited proceedings and

hearing on Plaintiffs' Motion for Preliminary Injunction. The Court appointed Vukosa,

Josenhans, and Collier as Co-Lead Plaintiffs and Robbins Arroyo LLP, Brodsky & Smith, LLC,

and Faruqi & Faruqi, LLP as Co-Lead Counsel. On September 4, 2013, the Court issued an

Order adding the LeBow case to the other consolidated cases.


- 3 -

On September 3, 2013, in anticipation of filing an amended consolidated class action

complaint, Co-Lead Counsel Robbins Arroyo LLP sent a written demand letter (the "Settlement

Demand") to counsel for Sourcefire outlining alleged structural and disclosure deficiencies and

demanding that Defendants disclose certain additional information to Sourcefire's shareholders

in advance of any shareholder vote on the Merger Agreement.

On September 4, 2013, an amended consolidated class action complaint ("Complaint")

was filed in the Court by Plaintiffs alleging breach of fiduciary duty and aiding and abetting

claims against Defendants based upon, inter alia, allegedly misleading disclosures and omissions

in the Preliminary Proxy and allegedly unreasonable deal protections.

As set forth below, after arm's-length negotiations, the Settling Parties reached an

agreement regarding the terms for a settlement memorialized in a Memorandum of

Understanding ("MOU") dated September 6, 2013. The terms reflected in this MOU include,

among other things, an agreement that the Company will make certain additional public

disclosures regarding the Merger prior to the shareholder vote in exchange for complete releases

by the Settlement Class of all claims.

Following the execution of the MOU, and as contemplated therein, Plaintiffs' Counsel

conducted further investigation of the facts and circumstances underlying the claims asserted in

the Action, which included, among other things, the review of key document including board

meeting minutes, board presentations, draft versions of the Merger Agreement, engagement

letters, non-disclosure agreements, and insurance policies and electronic communications and

files from John Becker (Chief Executive Officer of Sourcefire) and Todd Headley (Chief

Financial Officer of Sourcefire). Plaintiffs' Counsel also took confirmatory depositions of John


- 4 -

Becker, Todd Headley, and Brian Cayne, a representative of Qatalyst Partners LP ("Qatalyst"),

the financial advisor to the Company's Board of Directors.

On September 9, 2013, Sourcefire filed a Definitive Proxy Statement with the SEC which

disclosed additional information concerning the Merger Agreement identified in the Action and

the Settlement Demand. The Merger was consummated on October 7, 2013.

The Settlement set forth herein reflects the results of the Settling Parties' negotiations and

the terms of the MOU. An agreement-in-principle was only reached after arm's-length

negotiations between the Settling Parties who were all represented by counsel with extensive

experience and expertise in shareholder class action litigation. During the negotiations, all

Settling Parties had a clear view of the strengths and weaknesses of their respective claims and

defenses. Counsel for the Settling Parties have concluded that the terms contained in this

Stipulation are fair and adequate to both the Company and the Settlement Class, and that it is

reasonable to pursue a settlement of the Action based upon the procedures, the substantial

benefits, and the protections outlined herein.

II. DEFENDANTS' DENIALS OF WRONGDOING AND LIABILITY

Each Defendant has denied and continues to deny each and all of the claims, contentions,

and allegations made in the Action and maintains that all such claims, contentions, and

allegations lack merit. Defendants also have denied and continue to deny, inter alia: (i) that any

Sourcefire shareholder during the Settlement Class Period suffered damage or other harm; (ii)

that any of Defendants' public statements were deficient in any respect; (iii) that any of

Defendants committed or threatened to commit any violations of the law or breaches of fiduciary

duty to Plaintiffs, the Settlement Class, or anyone else, or aided and abetted any such breaches of


- 5 -

fiduciary duty; and (iv) that any Defendant violated any of the federal securities laws. 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 any fault,

liability, wrongdoing, or damage whatsoever, all of which has been consistently denied and

continues to be denied by all of the Defendants.

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

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

desirable and beneficial to them that the Action be fully, finally, and forever settled in the

manner and upon the terms and conditions set forth in this Stipulation.

Neither this Stipulation, nor any document referred to herein, nor any action taken to

carry out this Stipulation is, may be construed as, or may be used as, an admission by or against

the Defendants, or any of them, of any fault, wrongdoing or liability whatsoever. Entering into

or carrying out the terms of this Stipulation (or the Exhibits hereto) and any negotiations or

proceedings related hereto shall in no event be construed as, or be deemed to be evidence of, an

admission or concession with regard to Plaintiffs' claims.

III. CLAIMS OF PLAINTIFFS AND BENEFITS OF SETTLEMENT

Plaintiffs believe that the claims asserted in the Action have merit. However, Plaintiffs

recognize and have taken into account the uncertainty and risks inherent in any litigation,

especially in complex cases like the Action. Plaintiffs have also taken into account the

uncertainty of a recovery should there be continued proceedings, including a possible trial and/or

appeals, to prosecute the Action against the Defendants. Plaintiffs are also mindful of the

inherent problems of proof of, and possible defenses to, the violations asserted in the Action.


- 6 -

Plaintiffs believe that the Settlement set forth in this Stipulation conferred substantial immediate

benefits upon, and is in the best interest of, the Settlement Class.

IV. TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by Plaintiffs (for

themselves and Settlement Class Members), and Defendants, by and through their respective

counsel or attorneys of record, being fully authorized to enter into this Stipulation, that, subject

to the approval of the Court, the Released Claims, shall be finally and fully compromised,

settled, and released, and the Action shall be dismissed with prejudice, upon and subject to the

terms and conditions of this Stipulation, as follows.

1. Definitions

As used in this Stipulation the following terms have the meanings specified below:

1.1 "Action" means In re Sourcefire, Inc. Shareholder Litigation, 1:13-cv-02271-

JFM, pending in the U.S. District Court for the District of Maryland, and all of the individual

cases consolidated as part of In re Sourcefire, Inc. Shareholder Litigation.

1.2 "Appeal" means a request for appellate review of any order or judgment of the

Court entered in this Action, including but not limited to appeals as of right, discretionary

appeals, interlocutory appeals, any order reinstating an appeal, and proceedings involving writs

of certiorari and/or any proceedings thereon.

1.3 "Claims Administrator" means a third party claims administration firm to be

selected by Settling Parties.

1.4 "Class Judgment" means an order and/or judgment, substantially in the form

attached hereto as Exhibit A, entered by the Court with jurisdiction in the Action.


- 7 -

1.5 "Co-Lead Plaintiffs" means Michael Vukosa, Michael Josenhans, and Robert

Collier.

1.6 "Complaint" means the Amended Class Action Complaint for Breach of Fiduciary

Duty, filed September 4, 2013 and captioned In re Sourcefire, Inc. Shareholder Litigation, No.

1:13-cv-02271-JFM, Docket No. 45.

1.7 "Court" means the U.S. District Court for the District of Maryland.

1.8 "Cisco" and "Parent" mean Cisco Systems, Inc.

1.9 "Defendants" means Sourcefire, the Individual Defendants, Cisco, and Shasta.

1.10 "Disclosures" means the clarifying and supplemental disclosures sought by

Plaintiffs and adopted by Sourcefire in the Definitive Proxy, as reflected in Exhibit B.

1.11 "Effective Date" means the first date by which all of the events have occurred and

conditions have been met as specified in paragraph 7.1 of this Stipulation.

1.12 "Final" means the last of the following to occur: (i) the expiration of three (3)

business days after the time to file a motion to alter or amend a judgment under Rule 59(e) of the

Federal Rules of Civil Procedure has passed without any such motion having been filed; (ii) the

expiration of three (3) business days after the time in which to file an Appeal has passed without

any Appeal having been taken; and (iii) the resolution of any Appeal in a manner that does not

reverse or vacate the Class Judgment and in a manner that permits the consummation of the

Settlement substantially in accordance with the terms and conditions of this Stipulation. For

purposes of the definition of "Final" under this Stipulation, an Appeal shall not include any

Appeal pertaining solely to any application for or award of attorneys' fees or expenses.


- 8 -

1.13 "Individual Defendants" means John C. Becker, Martin F. Roesch, Steven R.

Polk, Tim A. Guleri, Michael Cristinziano, Arnold L. Punaro, Charles E. Peters, Jr., Kevin M.

Klausmeyer.

1.14 "Merger" means all transactions contemplated by the Agreement and Plan of

Merger announced on July 23, 2013, all statements made by Defendants in pursuit of it, the

payment of cash consideration to shareholders as a part of it, and the merger between Shasta with

and into Sourcefire which was consummated on October 7, 2013.

1.15 "Notice" means the Notice of Pendency and Proposed Settlement of Class Action

and Settlement Hearing that will be mailed to members of the Settlement Class, substantially in

the form of Exhibit C attached hereto.

1.16 "Person" means an individual, corporation, limited liability corporation,

professional corporation, limited liability partnership, partnership, limited partnership,

association, joint stock company, joint venture, estate, legal representative, trust, unincorporated

association, government or any political subdivision or agency thereof, and any business or legal

entity, together with, as applicable, their respective domestic partners, spouses, heirs, executors,

administrators, predecessors, successors, representatives, or assignees of any of the foregoing;

1.17 "Plaintiffs" means Co-Lead Plaintiffs, and plaintiff Sally LeBow.

1.18 "Plaintiffs' Counsel" means Robbins Arroyo LLP, Brodsky & Smith, LLC, Faruqi

& Faruqi, LLP, Dehay & Elliston L.L.P., and Brower Piven, a Professional Corporation;

1.19 "Plaintiffs' Co-Lead Counsel" means Robbins Arroyo LLP, Brodsky & Smith,

LLC, and Faruqi & Faruqi, LLP.


- 9 -

1.20 "Preliminary Approval Order" means an order, substantially in the form of

Exhibit D attached hereto, providing for, inter alia, preliminary approval of the Settlement set

forth in this Stipulation, and approval of the forms and methods for providing the Notice to the

Settlement Class.

1.21 "Released Claims" means all claims (including without limitation Unknown

Claims, as defined in paragraph 1.32 hereof) demands, rights, actions or causes of action,

liabilities, damages, losses, obligations, judgments, suits, fees, expenses, costs, matters and

issues of any kind or nature whatsoever, whether known or unknown, contingent or absolute,

suspected or unsuspected, disclosed or undisclosed, mature or unmature, that have been, could

have been, or in the future can be asserted in the Action or in any court, tribunal or proceeding

(including, but not limited to, any claims arising under federal or state statutory or common law

relating to alleged fraud, breach of any duty, negligence, violations of the federal or state

securities laws or otherwise) by or on behalf of any member of the Settlement Class (whether

individual, class, derivative, representative, legal, equitable or any other type in their capacity as

Sourcefire shareholders), against the Released Parties, or any of them, which have arisen or

could have arisen, arise now or hereafter arise out of, or relate in any manner to the allegations,

facts, events, acquisitions, matters, acts, occurrences, statements, representations,

misrepresentations, omissions, or any other matter, thing or cause whatsoever, or any series

thereof, embraced, involved or set forth in, or referred to or otherwise related in any way to: (a)

the Merger, or any amendment thereto; (b) the adequacy of the consideration to be paid to

Sourcefire shareholders in connection with the Merger; (c) the fiduciary obligations of any of the

Defendants or Released Parties in connection with the Merger, or any amendment thereto; (d) the


- 10 -

negotiations in connection with the Merger, or any amendment thereto; (e) the disclosures or

disclosure obligations of any of the Defendants or Released Parties in connection with the

Merger; provided, however, that the Released Claims shall not include the right of any party to

enforce in the Court the terms of this Stipulation or the MOU and, provided further, that the

Released Claims shall not include any claims to enforce the Settlement or any claims properly

asserted by Sourcefire shareholders for appraisal under Section 262 of the Delaware General

Corporation Law.

1.22 "Released Parties" means collectively, each and all of the Defendants, Qatalyst,

and/or their respective families, parent entities, associates, affiliates or subsidiaries, and each and

all of their respective past, present or future officers, directors, stockholders, agents,

representatives, employees, attorneys, financial or investment advisors, other advisors,

consultants, accountants, investment bankers, commercial bankers, trustees, engineers, insurers,

co-insurers and reinsurers, heirs, executors, trustees, general or limited partners or partnerships,

limited liability companies, members, heirs, executors, personal or legal representatives, estates,

administrators, predecessors, successors and assigns, whether or not any such Released Parties

were named, served with process or appeared in the Action. The Released Parties who are not

parties to the Settlement or this Stipulation, as well as their counsel, are intended to be third-

party beneficiaries of the Settlement and Stipulation for purposes of enforcing the release of the

Released Claims.

1.23 "Settlement" means the settlement between Plaintiffs, on behalf of themselves and

Members of the Settlement Class, and Defendants on the terms contained in this Stipulation and

its Exhibits.


- 11 -

1.24 "Settlement Class" means a non-opt-out settlement class consisting of any and all

record or beneficial holders of Sourcefire common stock for the period from and including

July 23, 2013 through and including October 7, 2013, which was the date of the consummation

of the Merger, including any and all of their respective successors in interest, predecessors,

representatives, trustees, executors, heirs, assigns or transferees, immediate and remote, and any

person or entity acting for or on behalf of, or claiming under any of them and each of them.

Excluded from the Settlement Class are Defendants, their officers and directors during the

Settlement Class Period, the members of their immediate families, and their respective

representatives, heirs, successors, and assigns, as well as any entity in which Defendants have or

had a controlling interest.

1.25 "Settlement Class Member" or "Member of the Settlement Class" means a Person

who falls within the definition of the Settlement Class set forth above.

1.26 "Settlement Class Period" means the period between July 23, 2013 and October 7,

2013, inclusive.

1.27 "Settlement Hearing" means a hearing held by the Court to consider and

determine whether to enter an order approving the Settlement as fair, reasonable, and adequate

and to enter the Class Judgment dismissing the Action with prejudice.

1.28 "Settling Parties" means, collectively, each of the Defendants and Plaintiffs on

behalf of themselves and the Members of the Settlement Class.

1.29 "Shasta" and "Merger Sub" mean Shasta Acquisition Corp.

1.30 "Sourcefire" and the "Company" mean Sourcefire, Inc.


- 12 -

1.31 "Stipulation" means this Stipulation of Settlement and Exhibits attached hereto

and incorporated by reference.

1.32 "Unknown Claims" means any and all Released Claims which Plaintiffs or any

other Settlement Class Member, does not know or suspect to exist in his, her, or its favor at the

time of the release of the Released Parties, which, if known by him, her, or it, might have

affected his, her, or its settlement with, and release of, the Released Parties, or might have

affected his, her, or its decision not to object to this Settlement. Unknown Claims include those

claims in which some or all of the facts composing 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, Plaintiffs shall expressly waive and relinquish, and each

Settlement Class Member, shall be deemed to have, and by operation of the Class Judgment shall

have, waived and relinquished, to the fullest extent permitted by law, the provisions, rights, and

benefits of California Civil Code section 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.

Plaintiffs shall expressly waive and relinquish, and each Settlement Class Member, shall be

deemed to have, and by operation of the Class Judgment shall have, waived and relinquished, to

the fullest extent permitted by law, any and all provisions, rights, and benefits conferred by the

law of the United States, any law of any state or territory of the United States, or principle of

common law, or of international law or foreign law, which is similar, comparable, or equivalent

in effect to California Civil Code section 1542. It is understood that Plaintiffs and each


- 13 -

Settlement Class Member 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 (including the Unknown Claims), but Plaintiffs and each Settlement Class

Member, upon the Effective Date, shall be deemed to have, and by operation of the Class

Judgment shall have, fully, finally, and forever discharged, settled, and released any and all

Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent,

accrued or unaccrued, 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, grossly 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. Plaintiffs acknowledge, and the other

Settlement Class Members shall be deemed by operation of the Class Judgment to have

acknowledged, that the foregoing waivers were separately bargained for and are key elements of

the Settlement of which this release is a part.

2. Certification of Settlement Class

2.1 For purposes of this Stipulation and Settlement only, the Settling Parties stipulate

to the certification of the Settlement Class, as defined in paragraph 1.24 hereof, and the

appointment of one or more of the Co-Lead Plaintiffs as class representative for the Settlement

Class. Defendants expressly reserve the right to contest class certification in the event the

Settlement does not become effective.


- 14 -

3. The Settlement Consideration

3.1 In consideration for the Settlement and dismissal with prejudice of the Action and

the releases provided herein, Sourcefire filed the Definitive Proxy with the SEC which included

the Disclosures. Defendants acknowledge that the Disclosures included in Exhibit B were made

in direct response to the allegations made by Plaintiffs in the Action and Plaintiffs' prosecution of

the Action.

4. Preliminary Approval Order, Notice, and Settlement Hearing

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

Stipulation together with its Exhibits to the Court and Plaintiffs' Co-Lead Counsel shall apply for

entry of the Preliminary Approval Order, substantially in the form of Exhibit D hereto,

requesting, inter alia: (i) preliminary approval of the Settlement; (ii) certification of the

Settlement Class, for settlement purposes only; (iii) approval of the form and content of the

proposed Notice of the Settlement; (iv) approval of the method for giving Notice of the

Settlement and Settlement Hearing; (v) a time, date, and place for the Settlement Hearing; and

(vi) an injunction against Plaintiffs and members of the Settlement Class from instituting,

commencing or prosecuting any claim which asserts Released Claims against any of the

Released Parties.

4.2 Cisco Systems and/or Sourcefire shall be responsible for and shall bear the out-of-

pocket expenses required for the distribution of the Notice to the Settlement Class. The Settling

Parties agree to cooperate fully on the identification of the method for and nature of Notice to be

given, subject to the requirements and approval of the Court.


- 15 -

4.3 Following Notice to the Settlement Class Members as approved and directed by

the Court, at the Settlement Hearing, the Court shall be asked by the Settling Parties to consider

and determine whether the Class Judgment should be entered:

(a) certifying the Settlement Class;

(b) finding the Settlement as provided in this Stipulation is fair, reasonable,

and adequate within the meaning of Rule 23 of the Federal Rules of Civil Procedure, and that the

Settlement be approved;

(c) directing that the Settlement be consummated pursuant to the terms of this

Stipulation and that the Action be dismissed in its entirety as to all Defendants without costs and

with prejudice, and releasing as to the Released Parties only the Released Claims;

(d) permanently barring and enjoining the institution and prosecution, by

Plaintiffs and the other Settlement Class Members, of any other action against the Released

Parties or any of them, in any court or forum of any kind asserting any Released Claims;

(e) 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

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

this Stipulation to which the Settling Parties expressly consent in writing.

5. Releases

5.1 Upon the Effective Date, Plaintiffs and each of the Settlement Class Members,

and any other Person claiming (now or in the future) through or on behalf of any of them shall be

deemed to have, and by operation of the Class Judgment entered in the Action shall have, fully,

finally, and forever released, relinquished, and discharged all Released Claims (including


- 16 -

Unknown Claims) against each and all of the Released Parties, and shall have covenanted not to

sue any of the Released Parties with respect to all such Released Claims, except to enforce the

releases and other terms and conditions contained in this Stipulation or the Class Judgment

entered pursuant hereto.

5.2 Upon the Effective Date, Plaintiffs and each of the Settlement Class Members,

and any other Person claiming (now or in the future) through or on behalf of any of them, shall

be forever permanently enjoined and restrained from commencing, instituting, asserting,

maintaining, enforcing, prosecuting, or continuing to prosecute, either directly or in any other

capacity, any Released Claim (including any Unknown Claim) against any of the Released

Parties, in any forum of any kind.

5.3 Upon the Effective Date, each of the Defendants shall be deemed to have, and by

operation of the Class Judgment entered in the Action, shall have, fully, finally, and forever

released, relinquished, and discharged each and all of the Settlement Class Members and

Plaintiffs, including their respective successors, assigns, heirs, domestic partners, spouses,

marital communities, executors, administrators, attorneys and legal representatives, from all

claims arising out of, relating to, or in connection with the institution, prosecution, or resolution

of the Action, except to enforce the releases and other terms and conditions contained in this

Stipulation or any Court order (including but not limited to the Class Judgment) entered pursuant

thereto.

5.4 Pending the Court's determination of whether the Settlement should be approved,

other than those activities and proceedings relating to this Stipulation and the Settlement, all

proceedings and all further activity relating to the Action shall be stayed.


- 17 -

5.5 Pending the Court's determination of whether the Settlement should be approved,

neither Plaintiffs, nor any of the Settlement Class Members, shall commence, maintain, or

prosecute any action or proceeding in any court or tribunal against Defendants asserting any of

the Released Claims.

6. Plaintiffs' Counsel's Attorneys' Fees and Reimbursement of Expenses

6.1 After negotiation of the material terms of the Settlement, Plaintiffs' Counsel and

Defendants' Counsel engaged in an arm's-length negotiation regarding the attorneys' fees to be

paid to Plaintiffs' Counsel. As a result of those negotiations, Plaintiffs' Counsel intends to apply

to the Court for an award of attorneys' fees, costs, and expenses (the "Fee Application") of not

more than $400,000 (the "Attorneys' Fee Award"), which shall be the sole fee application made

in the Action. Defendants' counsel acknowledge that Plaintiffs' Counsel have a claim for

attorneys' fees and expenses based on the benefits the Settlement has provided to Sourcefire

shareholders. Defendants will not oppose the Fee Application and will not oppose or appeal an

Attorneys' Fee Award of $400,000 or less. Sourcefire or any successor thereto or any of their

insurers will pay the Attorneys' Fee Award, as directed by the Court, if and solely to the extent

that such Attorneys' Fee Award does not exceed $400,000, subject to the procedures set forth

below and conditioned on the provisions of paragraphs 7.1–7.3 below are satisfied.

6.2 Any fees and expenses awarded by the Court in connection with the Settlement

shall be payable within ten (10) business days of entry of an order awarding them. Plaintiffs'

Counsel shall also be responsible for the repayment of any such fees as may be reduced or

rescinded upon a successful appeal or collateral attack, which shall be repaid within ten (10)

business days of the entry of an order reducing or rescinding such fees.


- 18 -

6.3 The disposition of the Fee Application is not a material term of this Stipulation,

and it is not a condition of this Stipulation that such application be granted. The Fee Application

may be considered separately from the proposed Settlement. Any disapproval or modification of

the Fee Application by the Court or on appeal shall not affect or delay the enforceability of this

Stipulation, provide any of the parties with the right to terminate the Settlement, or affect or

delay the binding effect or finality of the Class Judgment and the release of the Released Claims.

Final resolution of the Fee Application shall not be a condition to the dismissal of the Action.

6.4 Plaintiffs' Counsel warrants that no portion of any such award of attorneys' fees or

expenses shall be paid to Plaintiffs or any Settlement Class Member, except as approved by the

Court.

6.5 In the event Plaintiffs' Counsel have been paid attorneys' fees and/or

reimbursement of expenses awarded by the Court, and this Stipulation is terminated for any

reason, the Effective Date does not otherwise occur, or an order awarding Plaintiffs' Counsel

attorneys' fees and/or reimbursement of expenses is reversed or modified, then any of Plaintiffs'

Counsel who have received a payment shall, within ten (10) business days from Plaintiffs'

Counsel receiving notice from Defendants' counsel or from a court of appropriate jurisdiction,

refund fees and expenses previously paid to them plus interest, in an amount consistent with such

reversal or modification. The return obligation set forth in this paragraph is the obligation of all

Plaintiffs' Counsel who receive a payment in the Action. Each such Plaintiffs' Counsel's law

firm, as a condition of receiving such fees and expenses, on behalf of itself and each partner

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

to the jurisdiction of the Court for the purpose of enforcing the provisions of this subparagraph.


- 19 -

6.6 The Released Parties shall have no responsibility for, and no liability whatsoever

with respect to, the allocation among counsel for any Plaintiffs in the Action and/or any other

Person who may assert some claim thereto, of any fee and expense award that the Court may

make in the Action.

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

7.1 This Stipulation, the Settlement and the Effective Date shall be conditioned on the

occurrence of all of the following events:

(a) The Court has entered the Preliminary Approval Order, as required by

paragraph 4.1 hereof, substantially in the form of Exhibit D attached hereto;

(b) The Court has approved the Settlement as described herein, following

Notice to the Settlement Class and a hearing, as prescribed by Rule 23 of the Federal Rules of

Civil Procedure, and has entered the Class Judgment in the Action in substantially the form of

Exhibit A attached hereto; and

(c) The Settlement and Class Judgment have become Final and dismissal of

the Action with prejudice and without costs to any party (except as provided in Part IV,

paragraph 6 above);

7.2 If the Effective Date does not occur for any reason whatsoever, then this

Stipulation and Settlement incorporated herein shall be canceled and terminated except to the

extent of paragraph 7.3 hereof unless Plaintiffs' Counsel and counsel for the Defendants mutually

agree in writing to proceed with this Stipulation. No Settling Party shall have any obligation

whatsoever to proceed under any terms other than substantially in the form and under the terms

provided and agreed to herein; provided, however, that no order of the Court solely concerning


- 20 -

any award of attorneys' fees and/or expenses to Plaintiffs' Counsel, or any modification or

reversal on appeal of such order, shall constitute grounds for cancellation or termination of this

Stipulation by any Settling Party.

7.3 In the event that this Stipulation or Settlement is not approved by the Court or the

Settlement set forth in this Stipulation is terminated for any reason, the Settling Parties shall be

restored to their respective positions in the Action as of the date of this Stipulation. All

negotiations, proceedings, documents prepared, and statements made in connection herewith

shall be without prejudice to the Settling Parties, shall not be deemed or construed to be an

admission by any Settling Party of any act, matter, or proposition and shall not be used in any

manner or for any purpose in any subsequent proceeding in the Action or in any other action or

proceeding. In such event, the terms and provisions of this Stipulation, with the exception of

paragraphs 1.1-1.32, 7.1-7.3, and 8.2 herein, shall have no further force and effect with respect to

the Settling Parties and shall not be used in the Action or in any other proceeding for any

purpose, and any Class Judgment or orders entered by the Court in accordance with the terms of

this Stipulation shall be treated as vacated, nunc pro tunc.

8. Miscellaneous Provisions

8.1 The Settling Parties intend this Settlement to be a final and complete resolution of

all disputes among them with respect to the Action.

8.2 Defendants may file this Stipulation and/or the Class Judgment in related

litigation as evidence of the Settlement, or in any action that may be brought against them in

order to support a defense or counterclaim based on principles of res judicata, collateral estoppel,


- 21 -

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

or issue preclusion or similar defense or counterclaim.

8.3 All agreements made and orders entered during the course of the Action relating

to the confidentiality of information shall survive this Stipulation.

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

fully incorporated herein by this reference.

8.5 This Stipulation may be amended or modified only by a written instrument signed

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

8.6 This Stipulation and the Exhibits attached hereto constitute the entire agreement

among the Settling Parties and no representations, warranties, or inducements have been made to

any party concerning this Stipulation or its Exhibits other than the representations, warranties,

and covenants contained and memorialized in such documents. This Stipulation supersedes and

replaces any prior or contemporaneous writing, statement, or understanding. Except as

otherwise provided herein, each Settling Party shall bear its own costs.

8.7 Counsel for the Settling Parties are expressly authorized by their respective clients

to take all appropriate action required or permitted to be taken pursuant to this Stipulation to

effectuate its terms and conditions and Counsel for the Settling Parties represent that they have

authority to execute this settlement on their clients' behalf.

8.8 This Stipulation may be executed in one or more counterparts. All executed

counterparts, including by signature transmitted via e-mail in PDF format, and each of them shall

be deemed to be one and the same instrument.


- 22 -

8.9 This Stipulation and the Exhibits hereto shall be considered to have been

negotiated, executed, and delivered, entered into, and to be wholly performed, in the State of

Maryland, and the rights and obligations of the Settling Parties to this Stipulation shall be

construed and enforced in accordance with, and governed by, the internal, substantive laws of the

State of Maryland without giving effect to that State's choice of law principles.

8.10 This Stipulation shall not be construed more strictly against one Settling Party

than another merely by virtue of the fact that it, or any part of it, may have been prepared by

counsel for one of the Setting Parties, it being recognized that this Stipulation is the result of

arm's-length negotiations between the Settling Parties, and all Settling Parties have contributed

substantially and materially to the preparation of this Stipulation.

8.11 Plaintiffs represent and warrant that they have been stockholders in Sourcefire

throughout the period covered by the Action and the Settlement and that none of the claims or

causes of action that are or could have been asserted in the Action have been assigned,

encumbered, or in any manner transferred in whole or in part.

8.12 The waiver by one Settling Party of any breach of this Stipulation by another

Settling Party shall not be deemed a waiver by any other party or a waiver of any other prior or

subsequent breach of this Stipulation.


EXHIBIT A

Case 1:13-cv-02271-JFM Document 52-1 Filed 12/11/13 Page 1 of 6

- 1 -


NORTHERN DIVISION


))))))))

Lead Case No. 1:13-cv-02271-JFM (Consolidated with nos. Case No. 1:13-cv-02332-JKB; 1:13-cv-02377-JKB; and 1:13-cv-02483-JKB)


ALL ACTIONS.

[PROPOSED] FINAL ORDER AND JUDGMENT

This matter came before the Court for hearing, pursuant to the Preliminary Approval

Order1 of this Court dated December ____, 2013, on the application of the Settling Parties for

approval of the Settlement set forth in the Stipulation, and due and adequate notice having been

given to the Settlement Class as required in said Preliminary Approval Order, and the Court

having considered all papers filed and proceedings had herein and otherwise being fully

informed in the premises and good cause appearing therefore, IT IS HEREBY ORDERED,

ADJUDGED, AND DECREED that:

1. This Court has jurisdiction over the subject matter of the Action and over all

parties to the Action, including the Settlement Class Members.

1 Except as otherwise provided herein, all capitalized terms shall have the same meanings and/or definitions as set forth in the Stipulation of Settlement dated December 4, 2013 (the "Stipulation").


- 2 -

2. This Final Order and Judgment incorporates and makes a part hereof: (i) the

Stipulation; and (ii) the Court-approved Notice which was filed with the Court as Exhibit C to

the Stipulation.

3. The Notice of the Settlement mailed to the Settlement Class was the best notice

practicable under the circumstances. The Notice provided due and adequate notice of the Action

and of the matters set forth in the Stipulation, including the Settlement, to all Persons entitled to

such notices, and the Notice fully satisfied the requirements of Federal Rule of Civil Procedure

23, and any other applicable law, statute, or rule.

4. The Court finds that, in light of the Settling Parties' agreement to settle the claims

alleged in the Action, the Settlement Class certified in the Preliminary Approval Order meets all

of the requirements of Federal Rule of Civil Procedure 23 for the reasons set out in the

Preliminary Approval Order. Therefore, for purposes of Settlement only, the Court hereby

finally certifies a non-opt-out Settlement Class consisting of all record or beneficial holders of

Sourcefire common stock at any time from and including July 23, 2013 through and including

October 7, 2013, which was the date of the consummation of the Merger, including any and all

of their respective successors in interest, predecessors, representatives, trustees, executors, heirs,

assigns or transferees, immediate and remote, and any person or entity acting for or on behalf of,

or claiming under any of them and each of them. Excluded from the Settlement Class are the

Released Parties.

5. The Court finds the Settlement is in all respects fair, reasonable, and adequate

with respect to the Settlement Class, and directs that the Settlement be consummated in


- 3 -

accordance with the terms and conditions set forth in the Stipulation, and hereby approves the

Settlement as set forth in the Stipulation.

6. The Court approves the sum of $_______ for Plaintiffs' attorneys' fees and

litigation expenses and directs Sourcefire or any successor thereto to transfer (or cause to be

transferred) this amount to Plaintiffs' Counsel in accordance with the terms and subject to the

conditions of the Stipulation.

7. Upon the Effective Date, Plaintiffs and each of the Settlement Class Members,

and any other Person claiming (now or in the future) through or on behalf of any of them shall be

deemed to have, and by operation of this Class Judgment shall have, fully, finally, and forever

released, relinquished, and discharged all Released Claims (including Unknown Claims) against

each and all of the Released Parties, and shall have covenanted not to sue any of the Released

Parties with respect to all such Released Claims, except to enforce the releases and other terms

and conditions contained in the Stipulation or this Class Judgment.

8. Upon the Effective Date, Plaintiffs and each of the Settlement Class Members,

and any other Person claiming (now or in the future) through or on behalf of any of them, shall

be forever permanently enjoined and restrained from commencing, instituting, asserting,

maintaining, enforcing, prosecuting, or continuing to prosecute, either directly or in any other

capacity, any Released Claim (including any Unknown Claim) against any of the Released

Parties, in any forum of any kind.

9. Upon the Effective Date, each of the Defendants shall be deemed to have, and by

operation of this Class Judgment, shall have, fully, finally, and forever released, relinquished,

and discharged each and all of the Settlement Class Members and Plaintiffs, including their


- 4 -

respective successors, assigns, heirs, domestic partners, spouses, marital communities, executors,

administrators, attorneys and legal representatives, from all claims arising out of, relating to, or

in connection with the institution, prosecution, or resolution of the Action, except to enforce the

releases and other terms and conditions contained in the Stipulation or any Court Order

(including but not limited to this Class Judgment) entered pursuant thereto.

10. The Released Parties may file the Stipulation and/or this Class Judgment in any

action that may be brought against them in order to support a defense or counterclaim based on

principles of res judicata, 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.

11. Without affecting the finality of this Class Judgment in any way, the Court hereby

retains continuing jurisdiction over the Action and the Settling Parties for: (i) implementation of

the Settlement; and (ii) all other proceedings related to the implementation and enforcement of

the terms of the Stipulation and/or the Settlement. The time to appeal from this Class Judgment

shall commence upon notice of entry of this Class Judgment.

12. In the event that this Class Judgment is rendered or declared invalid by a court of

competent jurisdiction, such invalidation of such part or portion of the Stipulation should not

invalidate the remaining portions thereof, and they shall remain in full force and effect.

13. The Court finds that during the course of the Action the Settling Parties and their

respective counsel at all times acted professionally and in compliance with Federal Rules of Civil

Procedure 11, and all other similar statutes or court rules with respect to any claims or defenses

in the Action.


- 5 -

14. Without further order of the Court, the Parties may agree to reasonable extensions

of time to carry out any of the provisions of the Stipulation.

15. The Action is hereby dismissed as against Defendants with prejudice, and without

fees or costs (except as set forth in the Stipulation and paragraph 6 herein).

16. The Court directs immediate entry of the final Class Judgment by the Clerk of the

Court.

* * *

ORDER

IT IS SO ORDERED.

DATED:___________________ __________________________________ THE HONORABLE J. FREDERICK MOTZ DISTRICT COURT JUDGE

904674_4


EXHIBIT B


EXHIBIT C



NORTHERN DIVISION


))))))))



ALL ACTIONS.

NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF CLASS ACTION AND SETTLEMENT HEARING


- i -

TO: ALL RECORD AND BENEFICIAL HOLDERS OF THE COMMON STOCK OF SOURCEFIRE, INC. WHO HELD SOURCEFIRE STOCK, AT ANY TIME BEGINNING AND INCLUDING JULY 23, 2013 THROUGH AND INCLUDING OCTOBER 7, 2013. PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOU MAY BE AFFECTED BY A PROPOSED SETTLEMENT OF CLASS ACTION LITIGATION.

This Notice of Pendency and Proposed Settlement of Class Action and Settlement Hearing ("Notice") was authorized and approved by the U.S. District Court for the District of Maryland (the "Court"). This Notice, however, is not an expression of opinion by the Court as to the merits of any claims or defenses asserted by any party in this class action litigation. This Notice is sent for the sole purpose of informing you of the proposed Settlement,1 which is contingent on final approval by the Court. If approved, the Settlement will end litigation of the Action. This is not a solicitation from a lawyer.

On December __, 2013, the Court in this Action preliminarily approved the proposed Settlement between the Parties.

The Settlement provides, in part, for certain supplemental disclosures adopted by Sourcefire, Inc., ("Sourcefire" or the "Company"), concerning the merger between Sourcefire with Cisco Systems, Inc. ("Cisco" or "Parent") and Shasta Acquisition Corp. ("Shasta" or "Merger Sub"), a wholly owned subsidiary of Cisco, the mutual release of claims, and the payment of Plaintiffs' attorneys' fees and expenses.

Plaintiffs and Defendants vigorously disagree on both whether Plaintiffs could have prevailed at trial, and the recovery, if any, that could have been achieved for the Settlement Class if Plaintiffs had prevailed at trial. Plaintiffs believe the claims alleged in the Action have merit. Defendants deny all of Plaintiffs' allegations of wrongdoing and deny they have any liability whatsoever. Continued litigation of the Action could have resulted in either dismissal or loss at trial. In reaching this Settlement, however, Plaintiffs and Defendants have avoided the costs, time, expense, distraction, and risks associated with continued litigation, including the danger of no recovery.

Your rights and options are explained in this Notice. A summary of your rights is set forth below. Please note that the date of the Settlement Hearing is subject to change without further notice.

The Court in charge of this case must decide whether to approve the Settlement.

Subject to the order of the Court, pending final determination of whether the Settlement should be approved, Plaintiffs and all members of the Settlement Class, or any of them, are barred and enjoined from commencing, prosecuting, instigating, or in any way participating in the commencement or prosecution of any action asserting any Released Claims against any Released Party.

1 Except as expressly provided herein, all capitalized terms shall have the same meanings and/or definitions as set forth in the Stipulation of Settlement dated December 4, 2013 (the "Stipulation"), which is available on the website of Robbins Arroyo LLP at http://www.robbinsarroyo.com/notices/.


-ii-

YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT:

OBJECT You may write to the Court if you do not like this Settlement.

GO TO THE SETTLEMENT HEARING

You may ask to speak to the Court about your concerns relating to the Settlement at the Settlement Hearing.

DO NOTHING You may do nothing. You will remain a member of the Settlement Class and be bound by the Class Judgment of the Court.

DEADLINES The Settlement Hearing will take place on _______, 2014 at __:__ a./p.m. Comments and objections on the Settlement must be filed and served at least fourteen calendar days prior to the Settlement Hearing.

MORE INFORMATION More information concerning the Settlement can be obtained by calling or writing to Plaintiffs' Co-Lead Counsel:

ROBBINS ARROYO LLP STEPHEN J. ODDO 600 B Street, Suite 1900 San Diego, CA 92101 Telephone: (619) 525-3990

BRODSKY & SMITH, LLC EVAN J. SMITH MARC L. ACKERMAN Two Bala Plaza, Suite 602 Bala Cynwyd, PA 19004 Telephone: (610) 667-6200

FARUQI & FARUQI, LLP JUAN E. MONTEVERDE 369 Lexington Avenue, 10th Floor New York, NY 10017 Telephone: (212) 983-9330


-iii-

WHAT DOES THIS NOTICE CONTAIN

BASIC INFORMATION ................................................................................................................ 1�

1.� Why Did I Get this Notice Package? .................................................................................. 1�

2.� What Is this Lawsuit About? ............................................................................................... 1�

3.� Why Is this a Class Action? ................................................................................................ 1�

4.� Why Is There a Settlement? ................................................................................................ 2�

5.� How Do I Know if I Am Part of the Settlement? ............................................................... 5�

6.� What Are the Exceptions to Being Included? ..................................................................... 6�

7.� I Am Still Not Sure if I Am Included. ................................................................................ 6�

8.� What Benefits Were Obtained as Part of the Settlement? .................................................. 6�

THE LAWYERS REPRESENTING YOU .................................................................................... 6�

9.� Do I Have a Lawyer in this Case? ...................................................................................... 6�

10.� How Will the Lawyers Be Paid? ......................................................................................... 7�

THE SETTLEMENT HEARING ................................................................................................... 8�

11.� When and Where Will the Court Decide Whether to Approve the Settlement? ................ 8�

12.� Do I Have to Come to the Hearing?.................................................................................... 8�

13.� May I Speak at the Hearing? ............................................................................................... 8�

COMMENTING ON THE SETTLEMENT ................................................................................... 9�

14.� How Do I Tell the Court that I Do Not Like the Settlement? ............................................. 9�

GETTING MORE INFORMATION ............................................................................................ 10�

15.� Are There More Details About the Settlement? ............................................................... 10�

16.� How Do I Get More Information? .................................................................................... 10�

17.� Notice to Persons or Entities Holding Record Ownership on Behalf of Others ............... 10�


-1-

BASIC INFORMATION

1. Why Did I Get this Notice Package?

You or someone in your family may have held Sourcefire common stock during the

period beginning on July 23, 2013 through and including October 7, 2013, the date of

consummation of the Merger between Sourcefire and Cisco and Shasta. The Court directed that

you be sent this Notice because, if you are a member of the Settlement Class, you have a right to

know about the proposed settlement of a class action lawsuit, and about all of your options

before the Court decides whether to approve the Settlement. This package describes the Action,

the Settlement, and your legal rights.

2. What Is this Lawsuit About?

The Settlement is the product of: (i) Plaintiffs' Counsel's independent investigation into

the Merger; (ii) Plaintiffs' Counsel's review of certain discovery material produced by

Defendants to Plaintiffs' Counsel; and (iii) Plaintiffs' Counsel's determination that the Settlement

of the Action is in the best interests of the Settlement Class.

If the Court approves the Settlement, all members of the Settlement Class will release

their claims, including any claims relating to the Merger or to matters alleged in the Action,

against the Defendants and certain others who are related to Defendants ("Released Parties").

The exact terms of the release are contained in the Stipulation, which may be inspected during

business hours at the U.S. District Court for the District of Maryland, Baltimore Division Clerk's

Office located at 101 W. Lombard Street, Baltimore, Maryland 21201 and available on the

website of Robbins Arroyo LLP at http://www.robbinsarroyo.com/notices/.

3. Why Is this a Class Action?

In a class action, one or more persons sue on behalf of people who have similar claims.

These people are collectively referred to herein as the Settlement Class. The Court has appointed


-2-

Co-Lead Plaintiffs to act as representatives of the Settlement Class and the Company. The Court

will resolve the issues for all the Members of the Settlement Class.

4. Why Is There a Settlement?

THE FOLLOWING RECITATION DOES NOT CONSTITUTE FINDINGS OF

THE COURT. IT IS BASED ON STATEMENTS OF THE PARTIES AND SHOULD

NOT BE UNDERSTOOD AS AN EXPRESSION OF ANY OPINION OF THE COURT

AS TO THE MERITS OF ANY OF THE CLAIMS OR DEFENSES RAISED BY ANY OF

THE PARTIES.

Sourcefire is a technology company that provides cybersecurity technologies for

businesses and government agencies. On July 23, 2013, Sourcefire announced that it had entered

into an Agreement and Plan of Merger (the "Merger Agreement") with Cisco and Shasta, a

wholly owned subsidiary of Cisco, pursuant to which Cisco would pay $76.00 per share in cash

in exchange for each share of Sourcefire and assume outstanding equity awards for an aggregate

purchase price of approximately $2.7 billion.

On August 12, 2013, the Company filed with the U.S. Securities and Exchange

Commission (the "SEC") a preliminary proxy statement (the "Preliminary Proxy").

On July 26, 2013, Plaintiff Michael Vukosa filed a shareholder class action complaint in

the Circuit Court for Howard County in the State of Maryland, alleging breach of fiduciary duty

and aiding and abetting claims against Defendants.

From August 6, 2013 through August 16, 2013, three separate shareholder class action

complaints were filed by Plaintiff Michael Josenhans, Plaintiff Robert Collier, and Plaintiff Sally

LeBow in the Circuit Court for Howard County in the State of Maryland, each alleging a breach

of fiduciary duty and aiding and abetting claims against Defendants.


-3-

The Vukosa, Josenhans, Collier, and LeBow complaints were removed to this Court on

August 6, 2013 (1:13-cv-02271-JFM), August 9, 2013 (1:13-cv-02332-JKB), August 14, 2013

(1:13-cv-02377-JKB), and August 23, 2013 (1:13-cv-02483-JKB), respectively. On August 28,

2013, the Court granted the parties' Proposed Stipulation and Order Consolidating Related

Actions and Related Matters, which, among other things, consolidated the Vukosa, Josenhans,

and Collier complaints under the caption In re Sourcefire, Inc. Shareholder Litigation, 1:13-cv-

02271-JFM, and set forth the parties' agreed upon schedule for expedited proceedings and

hearing on Plaintiffs' Motion for Preliminary Injunction. The Court appointed Vukosa,

Josenhans, and Collier as Co-Lead Plaintiffs and Robbins Arroyo LLP, Brodsky & Smith, LLC,

and Faruqi & Faruqi, LLP as Co-Lead Counsel. On September 4, 2013, the Court issued an

Order adding the LeBow case to the other consolidated cases.

On September 3, 2013, in anticipation of filing an amended consolidated class action

complaint, co-lead counsel Robbins Arroyo LLP sent a written demand letter (the "Settlement

Demand") to counsel for Sourcefire outlining alleged structural and disclosure deficiencies and

demanding that Defendants disclose certain additional information to Sourcefire's shareholders

in advance of any shareholder vote on the Merger Agreement.

On September 4, 2013 an amended consolidated class action complaint ("Complaint")

was filed in the Court by Plaintiffs alleging breach of fiduciary duty and aiding and abetting

claims against Defendants based upon, inter alia, allegedly misleading disclosures and omissions

in the Preliminary Proxy and allegedly unreasonable deal protections.

After arm's-length negotiations the Settling Parties reached an agreement regarding the

terms for a settlement memorialized in a Memorandum of Understanding ("MOU") dated


-4-

September 6, 2013. The terms reflected in this MOU include, among other things, an agreement

that the Company will make certain additional public disclosures regarding the Merger prior to

the shareholder vote in exchange for complete releases by the Settlement Class of all claims.

Following the execution of the MOU, and as contemplated therein, Plaintiffs' Counsel

conducted further investigation of the facts and circumstances underlying the claims asserted in

the Action, which included, among other things, the review of key document including board

meeting minutes, board presentations, draft versions of the Merger Agreement, engagement

letters, non-disclosure agreements, and insurance policies and electronic communications and

files from John Becker (Chief Executive Officer of Sourcefire) and Todd Headley (Chief

Financial Officer of Sourcefire). Plaintiffs' Counsel also took confirmatory depositions of John

Becker, Todd Headley, and Brian Cayne, a representative of Qatalyst Partners LP ("Qatalyst")

the financial advisor to the Company's Board of Directors.

On September 9, 2013, Sourcefire filed a Definitive Proxy Statement with the SEC which

disclosed additional information concerning the Merger Agreement identified in the Action and

the Settlement Demand. The Merger was consummated on October 7, 2013.

Plaintiffs believe that the claims asserted in the Action have merit. However, Plaintiffs

recognize and have taken into account the uncertainty and risks inherent in any litigation,

especially in complex cases like the Action. Plaintiffs have also taken into account the

uncertainty of a recovery should there be continued proceedings, including a possible trial and/or

appeals, to prosecute the Action against the Defendants. Plaintiffs are also mindful of the

inherent problems of proof of, and possible defenses to, the violations asserted in the Action.


-5-

Plaintiffs believe that the Settlement set forth in the Stipulation confers substantial immediate

benefits upon, and is in the best interest of, the Settlement Class.

Each Defendant has denied and continues to deny each and all of the claims, contentions,

and allegations made in the Action and maintains that all such claims, contentions, and

allegations lack merit. The Defendants also have denied and continue to deny, inter alia: (i) that

any Sourcefire shareholder during the Settlement Class Period suffered damage or other harm;

(ii) that any of Defendants' public statements were deficient in any respect; (iii) that any of

Defendants committed or threatened to commit any violations of the law or breaches of fiduciary

duty to Plaintiffs, the Settlement Class, or anyone else, or aided and abetted any such breaches of

fiduciary duty; and (iv) that any Defendant violated any of the federal securities laws. The

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

in complex cases like the Action. The Defendants have, therefore, determined that it is desirable

and beneficial to them that the Action be fully, finally, and forever settled in the manner and

upon the terms and conditions set forth in the Stipulation.

5. How Do I Know if I Am Part of the Settlement?

For purposes of the Settlement, the Court has certified a Settlement Class consisting of all

Persons who held Sourcefire common stock at any time from and including July 23, 2013

through and including October 7, 2013, the date of the consummation of the Merger, including

any and all of their respective successors in interest, predecessors, representatives, trustees,

executors, heirs, assigns or transferees, immediate and remote, and any person or entity acting

for or on behalf of, or claiming under any of them and each of them.


-6-

6. What Are the Exceptions to Being Included?

Excluded from the Settlement Class are Defendants to the Action, including Sourcefire,

their officers and directors during the Settlement Class Period, the members of their immediate

families, and their respective representatives, heirs, successors, and assigns, as well as any entity

in which Defendants have or had a controlling interest.

7. I Am Still Not Sure if I Am Included.

If you are still not sure whether you are included as a member of the Settlement Class,

you can ask for free help. You can call or write to Plaintiffs' Co-Lead Counsel at the following

address for more information: Robbins Arroyo LLP, 600 B Street, Suite 1900, San Diego,

California 92101, Telephone: (619) 525-3990, Facsimile: (619) 525-3991.

8. What Benefits Were Obtained as Part of the Settlement?

On September 9, 2013, Sourcefire filed with the SEC a Definitive Proxy containing the

Disclosures. The Disclosures provided additional information concerning, among other things,

the following: (i) the process leading up to the sale of the Company, such as the nature and

substance of any strategic alternatives discussed or considered by the Sourcefire board of

directors; and (ii) the financial analyses performed by Qatalyst, including the underlying key

assumptions in Qatalyst's Discounted Cash Flow Analysis, Selected Companies Analysis, and

Selected Transactions Analysis. The Defendants have acknowledged that their decision to

provide the Disclosures was made in direct response to the allegations made by Plaintiffs in the

Action and Plaintiffs' prosecution of the Action.

THE LAWYERS REPRESENTING YOU

9. Do I Have a Lawyer in this Case?

The Court appointed the following law firms to represent the named Plaintiffs and all the

Settlement Class:


-7-

ROBBINS ARROYO LLP600 B Street, Suite 1900 San Diego, CA 92101

Telephone: (619) 525-3990

BRODSKY & SMITH, LLCTwo Bala Plaza, Suite 602 Bala Cynwyd, PA 19004

Telephone: (610) 667-6200

FARUQI & FARUQI, LLP 369 Lexington Avenue, 10th Floor

New York, NY 10017 Telephone: (212) 983-9330

If you want to be represented by your own lawyer, you may hire one at your own

expense.

10. How Will the Lawyers Be Paid?

Plaintiffs' Co-Lead Counsel have neither received any payment for their services in

prosecuting the Action on behalf of Plaintiffs and the Settlement Class, nor have Plaintiffs' Co-

Lead Counsel been paid for their out-of-pocket expenses incurred to date. After negotiation of

the substantive terms of the Settlement, Plaintiffs' Co-Lead Counsel and Defendants' Counsel

engaged in an arm's-length negotiation regarding the attorneys' fees to be paid to Plaintiffs' Co-

Lead Counsel. As a result of those negotiations, Plaintiffs intend to apply to the Court for an

award of attorneys' fees, costs, and expenses (the "Fee Application") of not more than $400,000

(the "Attorneys' Fee Award"), which shall be the sole fee application made in the Action.

Defendants' counsel acknowledge that Plaintiffs' Counsel have a claim for attorneys' fees and

expenses based on the benefits the Settlement has provided to Sourcefire shareholders.

Sourcefire or their successors and/or insurers will pay the Attorneys' Fee Award, as directed by

the Court, if the Attorneys' Fee Award is $400,000 or less. Neither you nor any other Member of

the Settlement Class is or will be personally liable for the Attorneys' Fee Award. The Attorneys'


-8-

Fee Award will be the only payment to Plaintiffs' Co-Lead Counsel for their efforts in achieving

this Settlement and for their risk in undertaking this representation on a wholly contingent basis.

THE SETTLEMENT HEARING

11. When and Where Will the Court Decide Whether to Approve the Settlement?

The Court will hold a hearing to decide whether to approve the Settlement. The

Settlement Hearing will be held at ____ _.m., on _________, 2014, at the U.S. District Court for

the District of Maryland, Northern Division, located 101 W. Lombard Street, Baltimore,

Maryland 21201. At the Settlement Hearing, the Court will consider whether the Settlement is

fair, reasonable, and adequate. If there are comments or objections to the Settlement, the Court

will consider them. If the Settlement is approved, the Court will also consider whether to

approve the payment of Plaintiffs' attorneys' fees and expenses. The Court may decide these

issues at the Settlement Hearing or take them under advisement to issue a written opinion. We

do not know how long these decisions will take.

12. Do I Have to Come to the Hearing?

No. Plaintiffs' Counsel will answer questions the Court may have. But you are welcome

to come at your own expense. If you send a comment or objection, you do not have to come to

Court to talk about it. As long as you mailed your written correspondence on time, the Court

will consider it. You may also pay your own lawyer to attend, but it is not necessary.

13. May I Speak at the Hearing?

If you are member of the Settlement Class who has submitted a written comment, you

may ask the Court for permission to speak at the Settlement Hearing. To do so, you must mail a

letter called a "Notice of Intention to Appear at Settlement Hearing in In re Sourcefire, Inc.

Shareholder Litigation, 1:13-cv-02271-JFM." Be sure to include your name, address, telephone

number, your signature, and the number of shares of Sourcefire common stock you held and

what date you acquired your shares. Your Notice of Intention to Appear must be received by the


-9-

persons at the addresses listed in Question 14 at least fourteen (14) calendar days before the date

of the Settlement Hearing.

COMMENTING ON THE SETTLEMENT

14. How Do I Tell the Court that I Do Not Like the Settlement?

You can tell the Court that you do not agree with the Settlement or some part of it.

Objecting is simply telling the Court that you do not like something about the Settlement. If you

are a member of the Settlement Class, you can object to the Settlement if you do not like any part

of it. You must give reasons why you think the Court should not approve it. The Court will

consider your views. Any comment must be in writing and include your name, address,

telephone number, your signature, and the number of shares of Sourcefire common stock you

held at any time from July 23, 2013 through and including October 7, 2013. If you are

represented by counsel, your comment must also include the name, address, and telephone

number of your counsel. Any comment to the Settlement must be mailed or delivered such that

it is received at least fourteen (14) calendar days before the Settlement Hearing, to:

The Court:U.S. District Court for theDistrict of Maryland, Baltimore Division 101 W. Lombard Street Baltimore, MD 21201 RE: In re Sourcefire, Inc. Shareholder Litigation1:13-cv-02271-JFM

Plaintiffs' Co-Lead Counsel:ROBBINS ARROYO LLP STEPHEN J. ODDO 600 B Street, Suite 1900 San Diego, CA 92101

BRODSKY & SMITH, LLC EVAN J. SMITH MARC L. ACKERMAN Two Bala Plaza, Suite 602 Bala Cynwyd, PA 19004


-10-

FARUQI & FARUQI, LLP JUAN E. MONTEVERDE 369 Lexington Avenue, 10th FloorNew York, NY 10017

GETTING MORE INFORMATION

15. Are There More Details About the Settlement?

This Notice summarizes the proposed Settlement. This summary is qualified by, and

subject to, the detailed terms of the Stipulation of Settlement together with the exhibits attached

thereto.

16. How Do I Get More Information?

There is additional information concerning the Settlement available in the Stipulation of

Settlement which may be inspected during business hours at the U.S. District Court for the

District of Maryland, Baltimore Division, 101 W. Lombard Street, Baltimore, Maryland 21201.

For more information concerning the Settlement, you may contact: Robbins Arroyo LLP,

c/o Darnell Donahue, Client Relations, 600 B Street, Suite 1900, San Diego, California 92101,

Telephone: (619) 525-3990.

17. Notice to Persons or Entities Holding Record Ownership on Behalf of Others

If you hold or held any Sourcefire common stock at any time from and including July 23,

2013 through and including October 7, 2013, as nominee for a beneficial owner, then, within ten

(10) business 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 Notice Administrator:

In re Sourcefire, Inc. Shareholder LitigationNotice Administrator [NAME, ADDRESS]

If you choose to mail the Notice yourself, you may obtain from the Notice Administrator

(without cost to you) as many additional copies of these documents as you will need to complete

the mailing.


-11-

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 Notice Administrator.

DO NOT TELEPHONE THE COURT REGARDING THIS NOTICE

904673


EXHIBIT D


- 1 -


NORTHERN DIVISION


))))))))



ALL ACTIONS.

[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING NOTICE

WHEREAS, a class action is pending before the Court captioned In re Sourcefire, Inc.

Shareholder Litigation, 1:13-cv-02271-JFM, and all of the individual cases consolidated as part

of In re Sourcefire, Inc. Shareholder Litigation (the "Action");

WHEREAS, the Settling Parties have made application for an order preliminarily

approving the proposed settlement of the Action in accordance with the Stipulation of Settlement

dated December 4, 2013 (the "Stipulation"), which together with the exhibits annexed thereto,

sets forth the terms and conditions for the proposed settlement of the Action (the "Settlement"),

and for dismissal of the Action with prejudice;

WHEREAS, the Court, having read and considered the Stipulation, as well as all the

exhibits attached thereto, finds, upon a preliminary evaluation, that the proposed Settlement falls

within the range of possible approval criteria, as it provides a beneficial result for the Settlement

Class and appears to be the product of good-faith, informed, and non-collusive negotiations

between experienced and able counsel for the Settling Parties;


- 2 -

WHEREAS, the Court also finds, upon a preliminary evaluation, that the Settlement

Class should be apprised of the Settlement through the proposed form of notice, allowed to file

objections, if any, thereto, and to appear at the Settlement Hearing; and

WHEREAS, except as otherwise expressly provided herein, all capitalized terms shall

have the same meanings and/or definitions as set forth in the Stipulation.

NOW, THEREFORE, UPON GOOD CAUSE SHOWN, IT IS HEREBY ORDERED as

follows:

1. For purposes of the Settlement of the Action against the Defendants (and only for

such purposes, and without an adjudication of the merits) and in light of the Stipulation, the

Court finds that the requirements of Federal Rule of Civil Procedure 23, the United States

Constitution, and any other applicable law have been met as to the Settlement Class described in

paragraph 2 below in that:

(a) the identities of the members of the Settlement Class are likely to be

ascertainable from records kept by Sourcefire, Inc. ("Sourcefire" or the "Company") and/or its

agents, and from other objective criteria, and the members of the Settlement Class are so

numerous that their joinder before the Court would be impracticable;

(b) Plaintiffs have alleged numerous questions of fact and law common to the

Settlement Class;

(c) Plaintiffs allege that the Defendants engaged in conduct uniformly

affecting members of the proposed Settlement Class and the Court preliminarily finds that

Plaintiffs' claims in the Action are typical of the claims of the proposed Settlement Class;


- 3 -

(d) Plaintiffs' claims challenge a single course of conduct by the Defendants

that affects all members of the Settlement Class equally in proportion to their ownership of

Sourcefire common stock;

(e) Plaintiffs have and will fairly and adequately protect the interest of the

proposed Settlement Class in that: (i) the interests of Plaintiffs and the nature of their alleged

claims are consistent with those of the members of the Settlement Class; (ii) there appear to be

no conflicts between or among the Plaintiffs and the Settlement Class; (iii) Plaintiffs have been

and appear to be capable of continuing to be active participants in both the prosecution and the

settlement of the Action; and (iv) Plaintiffs and the members of the Settlement Class are

represented by qualified, reputable counsel who are experienced in preparing and prosecuting

large, complex commercial litigation class actions; and

(f) the Court finds, for settlement purposes only, that: (i) the prosecution of

separate actions by individual members of the Settlement Class would create a risk of

inconsistent adjudications with respect to individual members of the Settlement Class which

would establish incompatible standards of conduct for the Defendants; and (ii) Defendants have

acted or refused to act on grounds generally applicable to the Settlement Class, thereby making

final equitable relief appropriate with respect to the Settlement Class as a whole, if Plaintiffs'

allegations could be proven.

2. Based on the findings set out in paragraph 1 above and pursuant to Federal Rule

of Civil Procedure 23, the Court conditionally certifies, for settlement purposes only, a non-opt-

out settlement class consisting of any and all record or beneficial holders of Sourcefire common

stock for the period from and including July 23, 2013 through and including October 7, 2013,


- 4 -

which was the date of the consummation of the Merger, including any and all of their respective

successors in interest, predecessors, representatives, trustees, executors, heirs, assigns or

transferees, immediate and remote, and any person or entity acting for or on behalf of, or

claiming under any of them and each of them. Excluded from the Settlement Class are

Defendants, their officers and directors during the Settlement Class Period, the members of their

immediate families, and their respective representatives, heirs, successors, and assigns, as well as

any entity in which Defendants have or had a controlling interest.

3. The Court does hereby preliminarily approve the Settlement as set forth in the

Stipulation, subject to further consideration at the Settlement Hearing described below.

4. Pending the Court's determination as to final approval of the Settlement, Plaintiffs

and all members of the Settlement Class, or any of them, are barred and enjoined from

commencing, prosecuting, instigating, or in any way participating in the commencement or

prosecution of any action asserting any Released Claims against any of the Released Parties.

5. The Settlement Hearing shall be held before this Court on ___________, 2014, at

__:__ _.m., in the U.S. District Court for the District of Maryland, Baltimore Division, 101 W.

Lombard Street, Baltimore, Maryland 21201, to determine: (i) whether the Settlement Class

should be finally certified for settlement purposes; (ii) whether the Settlement of the Action on

the terms and conditions provided for in the Stipulation is fair, reasonable, and adequate to the

Settlement Class and should be approved by the Court; (iii) whether the Action should be

dismissed with prejudice; and (iv) whether the Court should approve an award of attorneys' fees

and expenses to Plaintiffs' Co-Lead Counsel in the Action and the amount of such award. The


- 5 -

Court may adjourn and reschedule the Settlement Hearing for hearing without further notice to

members of the Settlement Class.

6. The Court approves, as to form and content, the Notice of Pendency and Proposed

Settlement of Class Action and Settlement Hearing (the "Notice") and finds that the provisions of

the Notice, substantially in the manner and form set forth in Exhibit C to the Stipulation, meets

the requirements of Federal Rules of Civil Procedure 23 and due process, and is the best notice

practicable under the circumstances, and shall constitute due and sufficient notice to all Persons

entitled thereto. Non-material changes to the form of Notice may be made without further

approval of the Court.

7. Sourcefire or its successor(s) shall be responsible for providing Notice of the

Settlement to the members of the Settlement Class and shall pay all reasonable costs and

expenses incurred in providing notice of the Settlement to the members of the Settlement Class.

8. Within twenty (20) business days after the entry of this order (the "Preliminary

Approval Order"), Sourcefire shall mail or cause the Notice to be mailed by First-Class Mail to

all shareholders of record who can be identified with reasonable effort.

9. Shareholders of record who held Sourcefire common stock at any time during the

period from and including July 23, 2013 through and including October 7, 2013 for the

beneficial ownership of another shall mail the Notice to all such beneficial owners of such

common stock within ten (10) business days after receipt thereof.

10. At least fourteen (14) calendar days prior to the Settlement Hearing, Sourcefire

shall file with the Court an appropriate affidavit or declaration with respect to preparing, mailing,

and distributing the Notice.


- 6 -

11. Within twenty (20) business days after the entry of this Preliminary Approval

Order, Plaintiffs' Co-Lead Counsel shall cause the Stipulation and Notice to be posted on the

website of Robbins Arroyo LLP.

12. At least seven (7) calendar days prior to the Settlement Hearing, Plaintiffs' Co-

Lead Counsel shall file with the Court an appropriate affidavit or declaration with respect to

posting of the Stipulation and Notice.

13. Any Member of the Settlement Class may, but is not required to, enter an

appearance in the Action, at his, her, or its own expense, individually or through counsel of his,

her, or its own choice. Any Member of the Settlement Class who does not enter an appearance

will be represented by Plaintiffs' Co-Lead Counsel.

14. Any Member of the Settlement Class may comment on or object to the

Settlement. Any such Person should mail or hand deliver a written Notice of Objection such that

it is received at least fourteen (14) calendar days before the date of the Settlement Hearing by

each of the following:

CourtU.S. District Court for the

District of Maryland, Baltimore Division 101 W. Lombard Street Baltimore, MD 21201

RE: In re Sourcefire, Inc. Shareholder Litigation1:13-cv-02271-JFM

The Court

ROBBINS ARROYO LLPSTEPHEN J. ODDO

600 B Street, Suite 1900 San Diego, CA 92101


- 7 -

BRODSKY & SMITH, LLCEVAN J. SMITH

MARC L. ACKERMAN Two Bala Plaza, Suite 602 Bala Cynwyd, PA 19004

FARUQI & FARUQI, LLP JUAN E. MONTEVERDE

369 Lexington Avenue, 10th Floor New York, NY 10017

Plaintiffs' Co-Lead Counsel

Written notices of objections should: (i) demonstrate the objecting Person's membership in the

Settlement Class; (ii) contain a statement of the reasons for objection; and (iii) contain a

statement of intent to be heard if the objecting person or his/her/its lawyer requests to address the

Court at the Settlement Hearing, a description of any law or case supporting the objection and

copies of any documents sought to be presented in support of the objection. Plaintiffs' Co-Lead

Counsel will promptly provide copies of any objections received to Defendants' Counsel.

15. No later than seven (7) calendar days before the Settlement Hearing, all briefs

supporting the Settlement, including any responses to stockholder objections, if any, shall be

served and filed.

16. Any Member of the Settlement Class who does not make his, her, or its objection

to the Settlement before or at the Settlement Hearing shall be deemed to have waived such

objection and shall be forever foreclosed from making any objection to the Settlement.

17. All Members of the Settlement Class (and his, hers, or its successors,

predecessors, and assigns) shall be bound by all determinations and judgments in the Action

concerning the Settlement, whether favorable or unfavorable to the Settlement Class.

18. If the Settlement does not become Final for any reason, the Settlement and the

settlement documents shall be null and void and of no force and effect. In such event, the


- 8 -

Settling Parties shall return to their respective litigation positions in the Action as of the time

immediately prior to the date of the execution of the Stipulation, as though it were never

executed or agreed to, and the Stipulation shall not be deemed to prejudice in any way the

positions of the Settling Parties with respect to the Action, or to constitute an admission of fact

by any Settling Party, shall not entitle any Settling Party to recover any costs or expenses

incurred in connection with the implementation of the Stipulation or the Settlement, and neither

the existence of the Stipulation nor its contents shall be admissible in evidence or be referred to

for any purposes in the Action, or in any litigation or judicial proceeding, other than to enforce

the terms therein.

19. All proceedings in the Action, except for those proceedings related to the

Settlement, shall be stayed until the resolution of all such Settlement-related proceedings.

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

further notice to the members of the Settlement 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 Settlement Class.

* * *

ORDER

IT IS SO ORDERED.

DATED: __________________ __________________________________

THE HONORABLE J. FREDERICK MOTZ DISTRICT COURT JUDGE

904671


EXHIBIT E


- 1 -


NORTHERN DIVISION


))))))))



ALL ACTIONS.

ENTRY OF JUDGMENT

Judgment approving the settlement in this case as fair adequate and reasonable for the

reasons stated at the hearing held on_____ __, 2014 is hereby entered for purposes of Rule 58(a)

of the Federal Rules of Civil Procedure on ________________, 2014.

* * *

ORDER

IT IS SO ORDERED.

DATED:___________________ __________________________________ THE HONORABLE J. FREDERICK MOTZ DISTRICT COURT JUDGE

904672


in the united states district court for the district of … · 2019. 10. 30. · 1.8...

Documents