A Henley holder is fighting a stock-purchase plan.

Dissident shareholder David E. Grobow of Tenafly, N.J., asked a Superior Court judge in San Diego to halt a proposed executive stock-purchase program, saying it will “make a gift of at least $97 million to Henley’s top executives.” The suit alleges that the program--to be voted on by shareholders during a Nov. 21 meeting--circumvents a previous court settlement that prohibited Allied Corp. and Signal Co. from awarding “golden parachute” contracts to executives after the companies were merged last year. Henley, a La Jolla-based company, was later spun off by Allied-Signal. A Henley spokesman called the lawsuit “completely without merit.”