Free Stipulation - District Court of California - California

Case 3:08-cv-03188-JSW

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NICHOLS KASTER & ANDERSON LLP Matthew C. Helland, CA State Bar No. 250451 [email protected] One Embarcadero Center, Suite 720 San Francisco, CA 94111 Telephone: (415) 277-7235 Facsimile: (415) 277-7238 NICHOLS KASTER & ANDERSON, PLLP James H. Kaster, CA State Bar No. 248949 [email protected] 4600 IDS Center, 80 S. 8th Street Minneapolis, MN 55402 Telephone: (612) 256-3200 Facsimile: (612) 338-4878 Attorneys for Plaintiff GORDON C. YOUNG, CASB NO. 158100 [email protected] JULIE A. KOLE, CASE NO. 203681 [email protected] ANNE MORIARTY, CASB NO. 251803 [email protected] KEESAL, YOUNG & LOGAN A Professional Corporation 450 Pacific Avenue San Francisco, California 94133 Telephone: (415) 398-6000 Facsimile: (415) 981-0136 Attorneys for Defendant PIPER JAFFRAY & CO.

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA Charles Jason Moran, Plaintiff, v. Piper Jaffray & Co., d/b/a Piper Jaffray, Defendant. JOINT STIPULATION AND [proposed] ORDER GRANTING PLAINTIFF LEAVE TO FILE HIS FIRST AMENDED COMPLAINT

CASE NO: 08-cv-3188 (JSW)

Complaint Filed: June 19, 2008 Honorable Jeffrey S. White

STIPULATION AND [proposed] ORDER

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By stipulation and agreement of the parties, and pursuant to Fed. R. Civ. Pro. 15(a), Defendant hereby grants its consent for Plaintiff to file his First Amended Complaint, attached hereto as Exhibit A. The parties further stipulate and agree that Defendant's Answer shall be due 60 days from the date of filing the First Amended Complaint.

Dated: July 17, 2008

NICHOLS KASTER & ANDERSON, LLP By: /s/Matthew C. Helland Matthew C. Helland

NICHOLS KASTER & ANDERSON, PLLP Attorneys for Plaintiffs Dated: July 17, 2008 KEESAL, YOUNG & LOGAN By: /s/Anne Moriarty Anne Moriarty .

Attorneys for Defendant PIPER JAFFRAY & CO.

Having reviewed the foregoing stipulation between the parties, Plaintiff's request for leave to file his First Amended Complaint IS HEREBY GRANTED. IT IS SO ORDERED. Dated: _________ _________________________________________ Honorable Jeffrey S. White United States District Court Judge

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NICHOLS KASTER & ANDERSON LLP Matthew C. Helland, CA State Bar No. 250451 [email protected] One Embarcadero Center, Suite 720 San Francisco, CA 94111 Telephone: (415) 277-7235 Facsimile: (415) 277-7238 NICHOLS KASTER & ANDERSON, PLLP James H. Kaster, CA State Bar No. 248949 [email protected] 4600 IDS Center, 80 S. 8th Street Minneapolis, MN 55402 Telephone: (612) 256-3200 Facsimile: (612) 338-4878 Attorneys for Plaintiff UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA Charles Jason Moran, Plaintiff, v. Piper Jaffray & Co., d/b/a Piper Jaffray, Defendant. FIRST AMENDED COMPLAINT FOR DECLARATORY RELIEF Complaint Filed: June 19, 2008 Honorable Jeffrey S. White

CASE NO: 08-cv-3188 (JSW)

FIRST AMENDED COMPLAINT

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Plaintiff, by his attorneys Nichols Kaster & Anderson, brings this action against Defendant for declaratory relief. Plaintiff states the following as his claims against Defendant: PARTIES 1. Plaintiff Charles Jason Moran ("Moran") is an individual who resides in San

Francisco, California (San Francisco County) where he was employed by Piper Jaffray & Co., d/b/a Piper Jaffray. 2. Defendant Piper Jaffray & Co., d/b/a Piper Jaffray ("Piper Jaffray") is a Delaware

corporation doing business in California, including in San Francisco. FACTS 3. Moran began working for Piper Jaffray in San Francisco, California as an

investment banker on or about April 19, 1999. 4. As a part of his compensation with Piper Jaffray, Moran received restricted shares

of Piper Jaffray stock. In conjunction with receipt of that stock, Moran entered into Restrictive Stock Agreements. 5. Moran received a grant of stock in 2006. He entered into a Restrictive Stock

Agreement in connection with that grant ("the 2006 Agreement"). A true and correct copy of that agreement is attached hereto as Exhibit A. 6. Moran received subsequent grants of stock in 2007 and 2008, entering into

Restrictive Stock Agreements each year ("the 2007 Agreement" and "the 2008 Agreement," collectively with the 2006 Agreement, "The Agreements"). The 2007 and 2008 Agreements varied slightly from the 2006 Agreement. True and correct copies of the 2007 and 2008

Agreements are attached hereto as Exhibits B and C, respectively. 7. The Agreements explain how and when employee stock shares will vest and the

restrictions accompanying the shares. 8. The 2006 Agreement contains a non-compete agreement and a non-solicitation

agreement giving Piper Jaffray the right to cancel Moran's shares if violated. 9. The 2007 and 2008 Agreements dictate that, upon leaving the company, Moran is

required to sign a Post-Termination Agreement with Piper Jaffray in order to prevent his -2FIRST AMENDED COMPLAINT

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restricted stock shares from forfeiting (the "Contemplated Post-Termination Agreement"). The Contemplated Post-Termination Agreement includes a non-compete provision and a nonsolicitation provision. 10. Both the non-compete provision in the 2006 Agreement, and the Contemplated

Post-Termination Agreement in the 2007 and 2008 Agreements, would prevent Moran from engaging in a lawful profession, namely, his field of investment banking. 11. 12. 13. Moran's employment with Piper Jaffray ended on April 14, 2008. Moran has not signed a Post-Termination Agreement with Piper Jaffray. Upon information and belief, Piper Jaffray has not yet exercised its purported right

under the Agreements to forfeit Moran's restricted shares. COUNT 1 Declaratory Relief pursuant to 28 U.S.C. § 2201 14. Complaint. 15. Cal. Bus. Prof. Code § 16600 declares that: "every contract by which anyone is By reference hereto, Plaintiff incorporates Paragraphs 1 through 13 of his

restrained from engaging in a lawful profession, trade, or business of any kind is to that extent void." 16. Sections 2(d)(iii) and 2(d)(iv) of the 2007 and 2008 Agreements, and Sections

2(c)(ii), 2(c)(iii) and 2(c)(v) of the 2006 Agreement, violate Cal. Bus. Prof. Code § 16600 because they allow Defendant to forfeit Plaintiff's stocks if he accepts employment within his field and/or solicits Defendant's current or former clients, thereby placing an unlawful restraint on Plaintiff's ability to engage in a lawful profession. Under 28 U.S.C. § 2201, Plaintiff is entitled to a declaration that these agreements are void and unenforceable under California Law. PRAYER FOR RELIEF WHEREFORE, Plaintiff Charles Jason Moran prays for judgment against Defendant Piper Jaffray as follows: 1. For a declaratory judgment pursuant to 28 U.S.C. § 2207 that Sections 2(d)(iii) and

2(d)(iv) of the 2007 and 2008 Agreements and Sections 2(c)(ii), 2(c)(iii), and 2(c)(v) of the 2006 -3FIRST AMENDED COMPLAINT

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Agreement are void under Cal. Bus. Prof. Code § 16600; and 2. For such other and further relief, in law or equity, as this Court may deem

appropriate and just.

Dated:______

NICHOLS KASTER & ANDERSON, LLP By: Matthew C. Helland NICHOLS KASTER & ANDERSON, PLLP Attorneys for Plaintiffs

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