STIPULATION OF CLASS AND PAGA ACTION … 05 15 Fully...This Stipulation of Class And PAGA ... the Parties agree to consolidate the ... 2.1 “Actions” means collectively the Class

STIPULATION OF SETTLEMENT AND RELEASE 1

STIPULATION OF CLASS AND PAGA ACTION

SETTLEMENT AND RELEASE

This Stipulation of Class And PAGA Action Settlement and Release (“Stipulation of Settlement”) is made and entered into by and between plaintiffs Sara Wright, Jessica Jimenez, and Orlando Mijos (“Plaintiffs”), individually and on behalf of all others similarly situated, and defendants Menzies Aviation, Inc., Menzies Aviation Group (USA), Inc., and Aeroground, Inc. (collectively “Defendants”), and their respective counsel of record, subject to the terms and conditions hereof and the approval of the United States District Court, Northern District of California, San Francisco Division (“Court”).

1. Conditional Nature of This Stipulation of Settlement and Release

1.1 In order to avoid duplicative Court review of the Settlement of the Wright Litigation1 and the Jimenez Litigation, the Parties agree to consolidate the Wright and Jimenez Class Action litigation in the Northern District of California, by way of a conditionally-stipulated Third Amended Complaint in the Jimenez Litigation, which is attached as Exhibit A. This Third Amended Complaint will incorporate the claims and class period in the Actions. In the event that the global settlement of the Actions is not approved by the Northern District of California, the Parties agree that the Third Amended Complaint will be replaced by the currently-operative Second Amended Complaint in the Jimenez Litigation.

1.2 The Parties further stipulate to a stay of the Wright Litigation in Los Angeles County Superior Court pending final approval of the Settlement by the Northern District of California. Following approval of this Settlement, the Parties agree that the Wright Litigation will be dismissed with prejudice.

1.3 This Stipulation of Class and Private Attorney General Act (PAGA) Action Settlement and Release (herein “Stipulation” or “Settlement”) and all associated exhibits and attachments, including Plaintiffs’ Third Amended Complaint, which supersede any and all prior memoranda of understanding or proposals, are made for the sole purpose of achieving the settling of the Actions. This Stipulation is made in compromise of highly disputed claims. Because this action was pled as a class action, this Settlement must receive preliminary and final approval by the Court. Accordingly, the Parties enter into this Stipulation on a conditional basis. If the Court does not enter the Order of Final Approval, the proposed Judgment does not become a Final Judgment for any reason, and/or the Final Approval Date does not occur, this Stipulation, and all its Exhibits, shall be deemed null and void ab initio; it shall be of no force or effect whatsoever; it shall not be referred to or utilized for any purpose whatsoever; and the negotiation, terms and entry of the Stipulation shall remain subject to the provisions of California Evidence Code sections 1119 and 1152, Federal Rules of Evidence Rule 408, and any other analogous rules of evidence that are applicable.

1 Terms that are Initial Capitalized are defined in the “Definitions” Section below.


1.4 If the Court does not enter the Order of Final Approval, the proposed Judgment does not become a Final Judgment for any reason, and/or the Final Approval Date does not occur, the Parties to this Stipulation shall be deemed to have reverted to their respective status as of the date and time immediately prior to the execution of this Stipulation. In such an event, Defendants shall pay the costs and fees of the Settlement Administrator.

2. Definitions

2.1 “Actions” means collectively the Class Action cases entitled Wright, et al. v. Menzies Aviation, Inc., et al., Case No. BC441308, filed on July 15, 2010 and pending in the California Superior Court, County of Los Angles (the “Wright Litigation”), and Jimenez, et al. v. Menzies Aviation, Inc., et al., Case No. 15-CV-02392-WHO, filed on June 2, 2010 and pending in the United States District Court, Northern District of California, San Francisco Division (the “Jimenez Litigation”).

2.2 “Administration Costs” means the actual and direct costs reasonably charged by the Settlement Administrator for its services in administering the Settlement, which shall not exceed Forty Thousand Dollars ($40,000.00).

2.3 “Class” or “Class Members” means and includes all members of the Overtime Class, the Itemized Wage Statement Class and the Waiting Time Penalties Class, as these terms are defined herein.

2.4 “Class Counsel” means Plaintiffs’ counsel, Graham Hollis, APC.

2.5 “Class Release Date” means the latest effective date of the release provided by Class Members, which is the date of Preliminary Approval.

2.6 “Class Released Claims” means upon Final Approval by the Court of this Stipulation of Settlement, Plaintiffs and Class Members compromise, release, resolve, relinquish, and discharge each and all Released Parties from any and all claims alleged in the Third Amended Complaint (which is attached herein as Exhibit 1), and/or any of the previous operative Complaints, including but not limited to claims pursuant to the California Labor Code, the California Private Attorneys General Act, Industrial Welfare Commission Wage Orders, the California Business & Professions Code, and/or contract law that are based on, directly related to, or were or could have been pled based on the factual allegations alleged in the Actions, and includes any and all wage-and-hour claims, rights, demands, liabilities and causes of action of every nature and description, whether in the nature of wages, overtime, premium pay, statutory penalties, civil penalties, liquidated damages, punitive damages, attorneys’ fees, costs, interest, or injunctive relief or other remedies, arising from or related to the claims or derivative claims asserted in the Complaint in the Actions.

2.7 “Court” means the United States District Court, Northern District of California, San Francisco Division, where the Jimenez litigation is pending and the Preliminary and Final Approval Motions will be filed.


2.8 “Effective Date” shall mean the Final Approval Date if no objections to this Stipulation have been filed, or if an objection was filed, but an Order approving the Settlement nevertheless entered, the date when the time to appeal the Settlement has expired or any such appeal has been resolved.

2.9 “Defendants’ Counsel” means the law firm of Foley & Lardner LLP.

2.10 “Fee and Expense Award” means the attorney’s fees and reasonable expenses awarded by the Court to Class Counsel for the services they have rendered and will render to the Class. Defendant shall pay a maximum of one-third of the settlement amount, (i.e. $416,666.66) to Class Counsel as attorney’s fees, and actual costs incurred subject to approval of the Court. Defendants agree not to challenge Class Counsel’s request for attorney’s fees and costs.

2.11 “Final Approval” means the final settlement approval Order and Judgment that will be entered by the Court.

2.12 “Final Approval Date” shall mean the date upon which the Court enters Final Approval, after having determined that the Class Settlement is fair, adequate, and reasonable to the Class as a whole, following: (i) notice to the Class; (ii) an opportunity to submit timely objections to the Settlement; and (iii) a hearing on the fairness of the terms of the Settlement.

2.13 “Individual Settlement Payment” or “Individual Settlement Allocation” means the portion of the Net Settlement Sum allocable to each participating Class Member.

2.14 “Itemized Wage Statement Class” means all current and former non-exempt employees of MENZIES AVIATION, INC. and/or MENZIES AVIATION GROUP (USA), INC., who were employed at the San Francisco International Airport at any time from June 2, 2009 to January 1, 2012 who received one or more wage statements that according to Defendants’ records did not list the applicable rates of pay for the Lead hours worked and/or did not state the number of hours worked in a Lead position and for which they received Lead premium pay in addition to their regular rate of pay.

2.15 “Itemized Wage Statement Class Settlement Allocation” means the portion of the Net Settlement Proceeds allocated to the members of the Itemized Wage Statement Class. The Itemized Wage Statement Class Settlement Allocation is 15% of the Net Settlement Proceeds.

2.16 “Maximum Settlement Amount” means the maximum amount of One Million Two Hundred and Fifty Thousand Dollars ($1,250,000.00) that Defendants would pay as a result of this Stipulation of Settlement. The Maximum Settlement Amount includes: (1) the Individual Settlement Allocations; (2) the Service Payments; (3) the Fee and Expense Award; (4) the Administration Costs; (5) the PAGA Payment, and (6) all payroll taxes. The Maximum Settlement Amount includes the employer’s share of payroll taxes arising out of the settlement. All amounts to be paid by Defendants shall be paid to a qualified settlement fund (“Qualified Settlement Fund”), which shall be administered by the Settlement Administrator. All amounts to be paid to anyone pursuant to this Stipulation of Settlement shall be paid out of the Qualified Settlement Fund.


2.17 “Mediator” means Mark Rudy, Esq.

2.18 “Midnight Shift” means a work period that started on one calendar day and extended beyond midnight (12:00 a.m.) into to the next calendar day.

2.19 “Named Plaintiffs” or “Class Representatives” means Sara Wright, Jessica Jimenez and Orlando Mijos.

2.20 “Net Settlement Proceeds” means the Maximum Settlement Amount less the Class Counsel’s Fee and Expense Award, the Service Payment, the payroll taxes, the PAGA Payment, the Administration Costs, as approved and awarded by the Court. This amount will be distributed to the Class Members who do not timely request exclusion from the Settlement.

2.21 “Notice” means the Court-approved form of Notice Of Proposed Class Action Settlement, substantially in the same form as Exhibit 2, attached hereto.

2.22 “Objection/Exclusion Deadline” means the date forty five (45) calendar days following the date on which the Settlement Administrator first mails the Notice to the Class Members.

2.23 “Overtime Class” means all current and former hourly non-exempt employees of Defendants Menzies Aviation Inc., Menzies Aviation Group (USA), Inc. and/or Aeroground, Inc. who have worked either at the Los Angeles International Airport (“LAX”) or at the San Francisco International Airport (“SFO”) and who according to Defendants’ records worked one or more Midnight Shifts at any time during the Overtime Class Period.

2.24 “Overtime Class Settlement Allocation” means the portion of the Net Settlement Proceeds allocated to the members of the Overtime Class. The Overtime Class Settlement Allocation is 70 % of the Net Settlement Proceeds.

2.25 “Overtime Class Period” means the period from June 2, 2006 through December 22, 2016 for the current and former hourly non-exempt employees of Defendants Menzies Aviation Inc., Menzies Aviation Group (USA), Inc. who worked at the SFO, or the period of July 15, 2010 through December 22, 2016 for the current and former hourly non-exempt employees of Defendants Menzies Aviation Inc., Menzies Aviation Group (USA), Inc. and/or Aeroground, Inc. who have worked at the LAX.

2.26 “PAGA Payment” means the sum of Twenty Thousand Dollars ($20,000.00), which shall be allocated from the Maximum Settlement Amount to pay all applicable penalties under PAGA to the Labor and Workforce Development Agency (“LWDA”). Seventy five percent (75%) of this sum ($15,000) will be paid directly to the LWDA, and the remainder will be allocated to the Net Settlement Proceeds and distributed among the Class Members as penalties.

2.27 “Parties” means Plaintiffs and the Class and Defendants, collectively.


2.28 “Payment Obligation Date” means the date which is ten (10) calendar days after Effective Date of the Settlement.

2.29 “Preliminary Approval” means an Order of the Court approving this Settlement, and the exhibits thereto, and setting a hearing for Final Approval of the Settlement, including approval of attorneys’ fees and costs.

2.30 “Qualifying Workweek” means any workweek in which a participating Class Member worked one or more Midnight Shift(s).

2.31 “Released Parties” means Defendants and all of its past or present officers, directors, shareholders, employees, agents, principals, heirs, representatives, accountants, auditors, consultants, insurers and reinsurers, and its respective successors in interest, subsidiaries, affiliates, parents, and attorneys.

2.32 “Remainder” means the unclaimed funds of the Net Settlement Proceeds if fewer than all Class Members cash the Individual Settlement Allocation checks sent to them.

2.33 “Request for Exclusion” means a letter or written request submitted by a Class Member to the Settlement Administrator and postmarked by the Objection/Exclusion Deadline that includes the Class Member’s name and signature, the last four digits of their Social Security Number and the following statement or something similar: “I request to be excluded from the Class Action Proceedings.”

2.34 “Service Payment” means the sum paid to Plaintiffs Sara Wright, Jessica Jimenez and Orlando Mijos in recognition of their efforts in obtaining the benefits of the Settlement. The Service Payment shall not exceed Twenty Thousand Dollars ($20,000.00), as follows: Ten Thousand Dollars ($10,000.00) to Plaintiff Sara Wright; Six Thousand and Five Hundred Dollars ($6,500.00) to Plaintiff Jessica Jimenez and Three Thousand and Five Hundred Dollars ($3,500.00) to Plaintiff Orlando Mijos.

2.35 “Settlement” means the terms and conditions set forth in this Stipulation of Class and PAGA Representative Action Settlement and Release.

2.36 “Settlement Administrator” means such entity which the Parties mutually agree shall serve as Settlement Administrator, subject to Court approval.

2.37 “Waiting time Penalties Class” means any member of the Overtime Class, as defined herein, who terminated his or her employment at any time from July 15, 2007 to December 22, 2016 (if they worked at the LAX), or from June 2, 2007 to December 22, 2016 (if they worked at the SFO), who as of the date of Preliminary Approval has not released their claims under the Labor Code section 201, 202 or 203, and who pursuant to Defendants’ records and the analysis performed by Defendants’ expert(s) in the Actions, would have received an additional amount of overtime premium wages at the moment of separation of employment if his or her wages would have been calculated using the workweek Defendants designated in the employee handbook rather than the shift-based method Defendants used to calculate overtime wages owed.


2.38 “Waiting Time Penalties Class Settlement Allocation” means the portion of the Net Settlement Proceeds allocated to the Waiting Time Penalties Settlement Class members. The Waiting Time Penalties Class Settlement Allocation is 15% of the Net Settlement Proceeds.

3. Procedural History

3.1 The Jimenez Litigation:

3.1.1 Plaintiff Jimenez filed the original Complaint on June 2, 2010, in the Superior Court for the County of San Francisco, alleging individual, class and representative action allegations on behalf of non-exempt employees of Defendants working at the San Francisco International Airport (“SFO”).

3.1.2 Defendants filed a Notice of Removal on August 9, 2010.

3.1.3 Nonetheless, on December 6, 2010, and before the parties attended the Initial Status Conference, the case was reassigned to the Oakland division, and all matters scheduled for hearing, including the Initial Status Conference, were vacated and taken off the Court’s calendar.

3.1.4 On March 11, 2011, the U.S. District Court ordered the parties to show cause why the Court should not remand the case to state court for lack of removal jurisdiction. The district court further vacated all case management conferences and held in abeyance the deadline for Defendants to file a response to the Complaint until there was a resolution of the U.S. District Court’s jurisdiction.

3.1.5 The U.S. District Court did not resolve the question of removal jurisdiction until April 8, 2013. Therefore, for reasons outside of the parties control, this case remained in Federal Court for approximately 2 years and 8 months (from August 9, 2010 to April 8, 2013), effectively stayed, as the parties were completely precluded from conducting any type of discovery, pursuant to Federal Rules of Civil Procedure, Rule 26(d)(1).

3.1.6 The case was remanded to San Francisco Superior Court on April 8, 2013. Defendants filed a Demurrer to the First through the Tenth and the Thirteenth Causes of Action and to the class allegations in the Complaint. Defendants’ Demurrer was overruled in part and sustained in the part by this Court on July 8, 2013. The Court granted Plaintiff leave to amend the Complaint, and on July 17, 2013 Plaintiff Jimenez filed her First Amended Complaint (“FAC”).

3.1.7 The Parties conducted extensive formal discovery in this case. Plaintiff Jimenez propounded written discovery in the form of General Interrogatories, Employment Interrogatories, Special Interrogatories, and Requests for Production of Documents on August 23, 2013.

3.1.8 Defendants took the deposition of Jessica Jimenez on April 3, 2014.


3.1.9 On May 1, 2015, Plaintiffs Jimenez and Mijos filed and served a Second Amended Complaint (“SAC”). Plaintiffs Jessica Jimenez and Orlando Mijos allege in their SAC a total of 7 causes of action as follows: (1) Failure to Pay Minimum Wages; (2) Failure to Pay Overtime Wages; (3) Failure to Timely Pay All Wages Due Upon Separation of Employment; (4) Failure to Provide Accurate Itemized Wage Statements; (5) Failure to Provide Tools and Equipment and/or Reimburse Business Expenses; (6) Violation of B&P Code §§17200, et seq., and (7) PAGA penalties.

3.1.10 Defendants filed a Notice of Removal on May 29, 2015 alleging diversity jurisdiction under 28 U.S.C. §§1332 and CAFA. Plaintiffs did not oppose removal.

3.1.11 On June 5, 2015, Defendants filed a Motion to Compel Arbitration. On August 17, 2015, the district court denied Menzies Motion to Compel Arbitration, and Defendants’ appealed the district court’s ruling to the U.S. Court of Appeals for the Ninth Circuit.

3.1.12 The parties conducted additional formal discovery. Plaintiff Mijos, individually and on behalf of the members of the SFO Overtime Class, propounded an additional set of Special Interrogatories, Request for Production of Documents and a first set of Request for Admissions on September 28, 2015.

3.1.13 On February 16, 2016, Plaintiffs Jimenez and Mijos took the deposition of Talin Bazerkanian, the person Menzies designated to testify on their behalf. Defendants took Plaintiff Mijos deposition on February 17, 2016.

3.1.14 Plaintiff Jessica Jimenez and Orlando Mijos sought Class Certification on March 9, 2016. This Court held a hearing on the motion on April 13, 2016. After reviewing the parties’ memoranda, evidence and argument, the Court found that the proposed classes met the requirements of Federal Rule of Civil Procedure 23 and granted Plaintiffs’ motion for Class Certification on May 4, 2016.

3.1.15 Thereafter, both parties engaged in post-certification discovery, including obtaining expert testimony. Defendants submitted their expert declaration and report on October 3, 2016. Plaintiffs Jimenez and Mijos submitted their expert’s declaration on November 9, 2016. Plaintiffs Jimenez and Mijos took the deposition of Defendants’ designated expert on November 14, 2016.

3.1.16 The parties filed and served cross Motions for Partial Summary Judgment, which were heard on December 14, 2016. After oral argument, the court issued an Order granting Defendants’ Motion for Partial Summary Judgment, and Denying Plaintiffs’ Motion for Partial Summary Judgment, on December 22, 2016. The Court dismissed Plaintiffs’ unpaid overtime claim, waiting time penalties claims and UCL claims and adjudicated them in favor of Menzies. The fourth cause of action for wage statements violations, to the extent it is based on plaintiffs’ Lead pay theory survived. The seventh cause of action for PAGA penalties, to the extent they were derivative of the claims adjudicated in Defendants’ favor, was also adjudicated in favor of Defendants.


3.1.17 The parties completed the mailing of the Class Notice, as ordered by the Court, on November 10, 2016. The Class Notice was mailed to a total of 2,262 Class Members, of which 24 requested exclusion of the Class.

3.1.18 The Parties participated in a private mediation session with mediator Mark Rudy on January 3, 2017. The parties did not reach a settlement at the day of the mediation, but agreed to continue mediation efforts.

3.1.19 The Parties agreed to settle both lawsuits on January 11, 2017 and informed the Court on January 17, 2017.

3.1.20 On January 24, 2017, the Parties filed a Stipulated Motion to Dismiss With Prejudice All Claims brought by Appellants Menzies in the U.S. Court of Appeals for the Ninth Circuit.

3.2 The Wright Litigation:

3.2.1 Sara Wright filed a class action complaint against Menzies Aviation Inc. and Menzies Aviation Group (USA), Inc. on July 15, 2010, in the Superior Court for the County of Los Angeles, alleging individual, class and representative action allegations on behalf of non-exempt employees of Defendants working at the Los Angeles International Airport (“LAX”).

3.2.2 Defendants filed a Notice of Removal in the Central Division of the United States District Court on August 25, 2010. On September 1, 2010 Defendants filed a Motion to Dismiss. The Court issued an Order remanding the case to the Superior Court of Los Angeles County for lack of subject matter jurisdiction on September 20, 2010.

3.2.3 On October 25, 2010 Defendants served a notice of demurrer to Plaintiff’s Complaint. Plaintiff timely filed an opposition to Defendants’ demurrer, and on January 26, 2011, the Los Angeles Superior Court overruled Defendants’ Demurrer.

3.2.4 Plaintiff Wright served Defendants with Special Interrogatories, Request for Production of Documents, Request for Admissions and General and Employment Form Interrogatories, Set 1, on January 26, 2011. On February 7, 2011, Defendants served their Answer to Plaintiff’s Complaint. Defendants served their discovery responses on March 3, 2011. Plaintiff served Special Interrogatories, Set Two to Defendants on April 1, 2011. On May 3, 2011 Defendants took Plaintiff’s deposition. Defendant Menzies Aviation Group (USA), Inc. served supplemental responses to plaintiff’s set one and two discovery requests on May 17, 2011.

3.2.5 Defendants took the deposition of Plaintiff Sara Wright on May 3, 2011.

3.2.6 Plaintiff took the deposition of the PMK of Defendants, Talin Bazerkanian, the person Defendants Menzies Aviation, Inc. and Menzies Aviation Group (USA), Inc. designated as the most knowledgeable related to the subject of payroll and timekeeping practices, on June 30, 2011.


3.2.7 On June 7, 2011, the parties signed and filed a Stipulation and Protective Order with the Superior Court regarding the disclosure of putative class members’ identities and contact information, which the Superior Court approved on August 11, 2011.

3.2.8 Defendants filed a Motion for Summary Adjudication on September 22, 2011. Plaintiff Wright timely opposed and the Court denied it on January 17, 2012.

3.2.9 The parties engaged in further formal discovery, including, but not limited to Plaintiff Wright propounding additional written discovery and taking a new set of PMK depositions re Rounding Practices and Document Retention Policies on April 11, 2012.

3.2.10 Prior to Plaintiff filing her Motion for Class Certification, the parties engaged in significant litigation, including, but not limited to the filing of Plaintiff Wright’s Motion to Compel Volume II of the Deposition of Defendants’ PMK re Payroll and Timekeeping; Plaintiff Wright’s Motion to Compel Further Responses to Plaintiff’s Request for Production, Set Two; Plaintiff Wright’s Motion for Leave to File a First Amended Complaint, and Defendants’ Motion for Leave to Amend Their Separate Statement in Support of their Motion for Summary Adjudication.

3.2.11 The parties entered into a Stipulation for the filing of a First Amended Complaint (“FAC”), which the Superior Court granted and Plaintiff Wright filed her FAC on February 23, 2012. The FAC modified the class definitions, and it eliminated the alternative workweek class from the Complaint. On March 28, 2012, Plaintiff filed an amendment to the Complaint adding a new defendant, Aeroground, Inc.

3.2.12 On June 20, 2012, Plaintiff Wright filed her Motion for Class Certification seeking Class Certification of four (4) separate classes: the LAX all Locations Overtime Class, the LAC All Locations Rounding Class, the LAX Passenger Terminals Unpaid Wage Class and the LAX Improper Itemized Wage Statement Class. Defendants timely opposed. On July 19, 2012, after having reviewed the moving, opposing and reply papers on file in the matter, and after hearing oral argument from counsel, the Superior Court ruled on Plaintiff Wright’s Motion for Class Certification. The Superior Court granted Class Certification of the LAX all Locations Overtime Class, and denied Class Certification as all other classes.

3.2.13 On September 28, 2012, Plaintiff Wright timely appealed the Superior Court’s ruling partially denying Class Certification to the Court of Appeal of the State of California, Second Appellate District.

3.2.14 On January 21, 2013, and while Plaintiff Wright’s appeal was pending, the parties participated in a full-day mediation session with experience mediator Michael Loeb. Prior to the mediation, Plaintiff Wright learned of two other Class Action lawsuits filed against Defendants:

(a) Barajas v. Menzies Aviation, Inc., et al., USDC Case No. 2:10 CV02315-JEM (filed February 22, 2010); This Class Action claimed that Plaintiff and other individuals employed in non-exempt positions at the LAX did not receive all overtime wages


because Menzies failed to calculate non-discretionary bonuses when calculating their regular rate of pay. The Barajas action settled and the Court granted Final Approval of the Class Action Settlement on July 26, 2011. The Barajas class was defined as every non-exempt employee at the LAX that received non-discretionary bonuses for the class period: February 22, 2006 to November 13, 2010 (when Menzies terminated the bonus program at the LAX). As a result of the Barajas action, 871 current and former non-exempt employees of Menzies (some of which were putative class members in the Wright Litigation) released all overtime and derivative claims against Menzies through November 13, 2010.

(b) Garcia v. Menzies Aviation, Inc., et al., Case No. BC 452057 (filed in Los Angeles Superior Court on December 28, 2010). This action claimed that Plaintiff and other non-exempt employees of Defendants at the LAX did not receive proper duty free meal periods, and that Menzies violated the Los Angeles Living Wage Ordinance and Los Angeles Administrative Code Section 10.37 et seq. by failing to provide the type of compensation and time off benefits required by the Living Wage Ordinance between December 28, 2006 and May 1, 2010, and waiting time penalties for failure to pay all wages upon separation of employment. The Garcia action settled and the Superior Court granted Final Approval of the Class Action Settlement on March 24, 2015.

3.2.15 On February 7, 2013, the Superior Court held a further status conference and stayed this case until further order of the court, pending Plaintiff Wright’s appeal.

3.2.16 The case was fully briefed before the Court of Appeals on July 23, 2013. The case was argued on October 11, 2013 and submitted to the appeal court. On November 12, 2013, the appellate court issued an opinion affirming the trial court’s order in its entirety. On December 20, 2013, Appellant Wright served a petition for review to the California Supreme Court. On February 26, 2014 the Supreme Court denied the petition for review. A remitter was issued on March 5, 2014 and filed by the Superior Court on March 14, 2014.

3.2.17 The Superior Court lifted the Stay on April 30, 2014. On that same date, Defendants filed a Motion for Class Decertification of the LAX Overtime Class. Plaintiff Wright timely opposed, and the Superior Court denied Defendants’ Motion on June 12, 2014.

3.2.18 On May 15, 2014 Plaintiff Wright served Defendants with her post-certification discovery, and the parties engaged in further extensive litigation. On September 12, 2014, Plaintiff Wright filed a motion to compel defendant Aeroground’s further responses to Plaintiff’s request for production of documents, set one, which the Superior Court granted. On January 8, 2015, Defendants filed a second Motion for Summary Adjudication, which the Superior Court denied. On May 11, 2015, Defendants filed a second Motion for Class Decertification, which the Superior Court denied on June 8, 2015. Plaintiff Wright filed a Motion seeking to amend the class certification order on June 16, 2015, which the Court granted on July 14, 2015.

3.2.19 On February 16, 2015, the parties participated in a second full-day mediation session with another experienced mediator Mark Rudy.


3.2.20 On August 4, 2015, Defendants filed a Notice of Removal to the U.S. District Court for the Central District of California. Plaintiff Wright filed a Motion to Remand, which was granted on October 13, 2015. On October 26, 2015, Defendants filed a petition for permission to appeal the U.S. district court’s order granting Plaintiff’s motion to remand in the United States Court of Appeals for the Ninth Circuit.

3.2.21 On February 3, 2016, the Superior Court stayed the entire action pending Defendants’ Appeal to the Ninth Circuit.

3.2.22 The U.S. Court of Appeals denied Defendants petition for permission to appeal. Defendants filed a Motion for Reconsideration and on June 21, 2016, the U.S. Court of Appeals denied Menzies’ motion for reconsideration.

3.2.23 On August 2, 2016, the Court lifted the stay and approved the Class Notice Procedure and schedule for the distribution of the Class Notice, as agreed by the parties in their Joint Status Report. On August 5, 2016, upon review of the Class Notice submitted, the Court requested the parties to meet and confer and make further changes to the Class Notice. On August 8, 2016, Plaintiff filed a Notice of Submission of the Class Notice, which attached the final version of the Class Notice that included all the changes required by this Court and agreed by the parties. On August 11, 2016, this Court signed the Order approving the language of the Class Notice. On August 8, 2016, the parties also filed a Stipulation to Continue the Five Year Deadline to Bring an Action to Trial and a Proposed Order. The parties agreed and requested that the Court enter an Order continuing the five year deadline to bring an action to trial to August 8, 2017 so that a tentative trial date can be scheduled for late May 2017 or early June 2017. The Court signed this Order approving the parties Stipulation on August 9, 2016.

3.2.24 The parties completed the mailing of the Class Notice, as ordered by the Superior Court, on November 3, 2016.

3.2.25 On January 1, 2017, the Wright litigation was reassigned to Hon. Randolph M. Hammock and transferred to Department 47. Defendants timely filed a peremptory challenge and the case was transferred to Hon. Barbara A. Meiers. Plaintiff, Wright timely filed a peremptory challenge, and the case was transferred to Hon. Gregory Keosian, Department 61, were it currently pends.

3.2.26 On January 6, 2017, Plaintiff Wright filed a Notice of Completion of Class Notice Procedures. The Class Notice was mailed to a total of 3,072 Class Members, of which 14 requested exclusion of the Class.

3.2.27 The Parties participated in a private mediation session with mediator Mark Rudy on January 3, 2017. The parties did not reach a settlement at the day of the mediation, but agreed to continue the mediation efforts. The Parties agreed to settle both lawsuits on January 11, 2017.

3.2.28 The parties filed a Notice of Class Action Settlement and Joint Stipulation to Stay Proceedings Pending Approval of Class Action Settlement, which the Superior Court


granted on March 13, 2017. The Superior Court stayed the Wright litigation and set an Order to Show Cause Re: Dismissal for October 2, 2017.

4. The Parties’ Positions In the Actions

4.1 Defendants deny any liability and wrongdoing of any kind associated with the claims alleged in the Actions, and further denies that the Actions are appropriate for class or representative treatment for any purpose other than this Settlement. Defendants in no way admit any violation of law or any liability whatsoever to Plaintiffs and/or the Class Members, or “aggrieved” employees, individually or collectively, all such liability being expressly denied. Defendants contend that it has complied at all times with the California Labor Code, the Wage Orders and the California Business and Professions Code. Defendants further contend that the amount of damages is small, even if Plaintiffs and the Class can establish any wrongdoing.

4.2 Plaintiffs believe that the Actions are meritorious and that class certification is appropriate.

4.3 The Parties have engaged in substantial litigation in the Actions and conducted extensive discovery on Plaintiffs’ causes of action, including answering extensive formal discovery, conducting several depositions of Plaintiffs and other key witnesses, and presenting expert testimony.

4.4 Class Counsel has conducted a thorough investigation into the facts of the Actions, including formal and extensive pre-trial motions, informal discovery, a review of Defendants’ documents and several depositions of Defendants’ Person(s) Most Knowledgeable, Class Members and other key witnesses. Class Counsel is knowledgeable about and has done extensive research with respect to the applicable law and potential defenses to the claims of the Class Members.

4.5 Class Counsel has diligently pursued an investigation of the Class Members’ claims against Defendants. Based on the forgoing data and on its own independent investigation and evaluation, Class Counsel is of the opinion that the Settlement for the consideration and on the terms set forth in this Stipulation of Settlement is fair, reasonable, and adequate and is in the best interest of the Class Members in light of all known facts and circumstances, including the risk of significant delay and uncertainty associated with litigation, the various defenses asserted by Defendants, and the numerous potential appellate issues in the Actions. Further, Plaintiff has carefully evaluated the terms of the Settlement, and, based upon that review, has determined that it is fair and reasonable.

4.6 Class Counsel has weighed the monetary benefit under the Settlement to the Class against the expenses and length of continued proceedings in the trial court and appellate courts that would be necessary to prosecute the Actions fully against Defendants. Class Counsel has also taken into account the uncertain outcome and risk of any further litigation, especially in complex actions such as class actions, as well as the difficulties and delay inherent in such litigation. Therefore, Class Counsel has determined that the settlement set forth in this Stipulation is in the best interests of the Class.


4.7 Defendants and their counsel have similarly concluded that it is desirable that the Actions be settled in a manner and upon such terms and conditions set forth herein in order to avoid further expense, inconvenience and distraction of further legal proceedings, and the risk of the outcome of the Actions. Therefore, Defendants have determined that it is desirable and beneficial to put to rest the claims in the Actions. Defendants agree the Settlement is fair, reasonable and adequate.

5. Settlement Components

5.1 The Settlement shall have six components: (1) the Individual Settlement Payments; (2) Class Representatives’ Service Payments; (3) Class Counsel’s Fee and Expense Award; (4) the Settlement Administration Costs; (5) the PAGA Payment, and (6) Payroll Taxes. All of these components are included in the Maximum Settlement Amount.

5.2 Calculation of the Individual Settlement Payments. The Settlement Administrator shall have the authority and obligation to calculate the amounts of Individual Settlement Allocations in accordance with the methodology set forth in this Stipulation of Settlement and any Orders of the Court. The Parties agree that the formulas for the Individual Settlement Allocations to Class Members provided herein is reasonable and that the payments provided herein are designed to provide a fair settlement to such persons, in light of the uncertainties of the damages and penalties alleged to be owed to the Class and the calculation of such amounts.

5.2.1 The parties agree that Class Members will not have to submit a claim form in order to participate in the Settlement. Each Class Member who does not submit a Request for Exclusion will be mailed a check representing their Individual Settlement Payment. Therefore, the Individual Settlement Payments will be paid from the Net Settlement Proceeds to all Class Members unless the Class Member submits a valid and timely written request for exclusion from the Settlement.

5.2.2 After deducting (i) the Court-approved Class Representatives’ Service Payments, (ii) the Court-approved attorneys’ fees and litigation expenses to Class Counsel, (iii) the Settlement Administration Costs, (iv) the employer’s share of payroll taxes on the amounts designated as wages to Class Members, and (v) the PAGA Payment to the LWDA, then the remainder of the Maximum Settlement Amount, or the Net Settlement Proceeds, will be distributed among the Participating Class Members as follows:

5.2.3 The Individual Settlement Payments allocated to each Participating Class Member (i.e., each Class Member who does not exclude himself or herself from the Class) shall be calculated by the Settlement Administrator as follows:

(a) Itemized Wage Statement Class Members- The Parties have agreed that the Itemized Wage Statement Settlement Allocation, which represents 15% of the Net Settlement Proceeds, will be distributed among participating Itemized Wage Statement Class Members, pro-rata. Relying on the personnel records maintained by Defendants, the Settlement Administrator will calculate the number of Pay Periods each participating Class Member of the


Itemized Wage Statement Class received Lead Premium Pay from June 2, 2009 to January 1, 2012. Each Itemized Wage Statement Class Member shall be entitled to receive a pro-rata portion of the Itemized Wage Statement Settlement Allocation based upon their respective number of Pay Periods for which they received Lead Premium Pay. Thus, each Itemized Wage Statement Class Member that does not request exclusion of the Settlement shall be entitled to a pro-rata share of the Itemized Wage Statement Settlement Allocation based on the ratio of the number of Pay Periods that he or she received Lead Premium Pay to the total number of Pay Periods that all participating Itemized Wage Statement Class Member received Lead Premium Pay.

(b) Overtime Class Members-The Parties have agreed that the Overtime Class Settlement Allocation, which represents 70% of the Net Settlement Proceeds, will be distributed among participating Overtime Class Members pro-rata in accordance with their Qualifying Workweeks. Each Overtime Class Member shall be entitled to receive a pro-rata portion of the Overtime Class Settlement Allocation based upon their respective number of Qualifying Workweeks. Thus, each member of the Overtime Class that does not request exclusion of the Settlement shall be entitled to a pro-rata share of the Overtime Class Settlement Allocation based on the ratio of the number of Qualifying Workweeks that he or she worked to the total number of Qualifying Workweeks that all participating Overtime Class members worked during the Overtime Class Period.

(i) Method of Determining Qualifying Workweeks. From June 2, 2006 to April 3, 2008 (for the employees working at the SFO) and July 10, 2006 to December 31, 2009 (for the employees working at the LAX), Defendants only used paper time cards to record the hours and days worked by their employees. From April 4, 2008 (for employees working at the SFO) and from January 1, 2010 (for employees working at the LAX) to the present, Defendants have used and kept the hours and days worked in an electronic format. The parties have agreed that for the period when electronic time records were used, the parties are able to determine the exact number of Qualifying Workweeks worked by each Class Member. However, the Parties agree that it would be too expensive, time consuming, unreliable and therefore unfavorable to the Class, to review each one of the individual Class Member’s paper time cards to calculate their exact number of individual Qualifying Workweeks during the Overtime Class Period. Therefore, the parties have agreed to calculate the individual Qualifying Workweeks for the Overtime Class Members as follows:

(ii) Calculation of Qualifying Workweeks for Class Members that worked exclusively during the period Defendants used electronic records. Relying on their own time and pay records and their expert analysis, Defendants will calculate the exact number of Qualifying Workweeks each one of the members of the Overtime Class worked during the Overtime Class Period and provide this information to the Settlement Administrator.

(iii) Calculation of Qualifying Workweeks for Overtime Class Members that worked during the time period where Defendants only kept paper time cards. If the Class Member worked during the time when Defendants kept only paper time card and the time when Defendants kept electronic time records, the Settlement Administrator will use the exact number of Qualifying Workweeks provided by Defendants for the electronic time records


period and add an additional estimated amount of Qualifying Workweeks for the paper time card period. The Settlement Administrator will determine the additional number of Qualifying Workweeks for the paper time card period by using the electronic data available to calculate the percentage of Qualifying Workweeks the Class Member worked and extrapolating that percentage to the paper time card period. For example, if during the electronic time card period the Class Member worked at least one midnight shift in 25% of his or her workweeks, and therefore 25% of his or her workweek would be Qualifying Workweeks during the electronic time records period, the Settlement Administrator would use that same percentage to calculate the number of Qualifying Workweeks for the time the Class Member worked during the paper time card period. If the Class Member worked exclusively in the paper time card period, then the Settlement Administrator will use all the data available in electronic format to calculate the average number of Qualifying Workweeks that all Class Members worked during the Overtime Class Period and use this percentage to calculate the estimated individual amount of Qualifying Workweek these Class Members worked during the Overtime Class Period.

(c) Waiting Time Penalties Class Members- The Parties have agreed that the Waiting Time Penalties Class Settlement Allocation, which represents 15% of the Net Settlement Proceeds, will be divided equally among all participating Waiting Time Penalties Class Members.

5.2.4 Class Members will have an opportunity to dispute their individual number of Qualifying Workweeks. To the extent Class Members dispute the number of Qualifying Workweeks to which they have been credited or the amount of their Individual Settlement Payment, Class Members may produce evidence to the Settlement Administrator showing that such information is inaccurate. Absent evidence rebutting Defendants’ records, Defendants’ records will be presumed determinative. However, if there are no corresponding records, or the Class Member produces evidence contrary to Defendants’ records, the Settlement Administrator will evaluate the evidence or declaration submitted by the Class Member and will make the final decision as to the number of eligible Qualifying Workweeks that should be applied and/or the Individual Settlement Payment to which the Class Member may be entitled.

5.2.5 Each Class Member will have 180 calendar days from the date of the mailing of the Individual Settlement Payment check to cash the check sent to the Class Member. Failure to cash the check within 180 calendar days will result in the Class Member forgoing all eligibility to receive any payment from the Settlement, but the Class Member shall remain bound by the Settlement and its Class Released Claims. The checks will state they are void if not cashed within 180 calendar days of mailing.

5.2.6 The right of any Class Member to receive any settlement payment shall be conditioned upon his or her cashing their Individual Settlement Payment check by the end of the 180th day after the Settlement Administrator mails any settlement check to the Class Member. Checks sent to Class Members and not cashed shall be null and void after 180 calendar days of mailing and the recipient Class Members shall thereafter have no right of any kind to receive payment. No Class Member or his or her heirs or estate shall acquire any interest in any settlement check that the Class Member does not cash by the end of the 180th day after the Settlement Administrator mails it.


5.2.7 The Parties recognize that the Individual Settlement Allocations to be paid to participating Class Members reflect settlement of a dispute over claimed wages, interest, and penalties. The Individual Settlement Payments to participating Class Members shall be allocated as follows:

(a) Twenty percent (20%) of the Individual Settlement Payment to be paid to the participating Class Members shall be allocated for payment of disputed wages. For this portion, participating Class Members shall receive a W-2 form, and the Settlement Administrator shall pay the employer’s portion of payroll taxes, including but not limited to FICA and FUTA, from the Maximum Settlement Amount. Defendants agree to reasonably cooperate with the Settlement Administrator to the extent necessary to determine or confirm the amount of the payroll tax payment required under this Section.

(b) Forty percent (40%) of the Individual Settlement Payment shall be allocated for disputed penalties. This portion consists of other income, not wages, for which participating Class Members shall receive a 1099 form; and

(c) Forty percent (40%) of the Individual Settlement Payment shall be allocated for interest. This portion consists of other income, not wages, for which participating Class Members shall receive a 1099 form.

5.3 Allocation of a Portion of the Remainder of the Net Settlement Proceeds: If after 180 calendar days the checks cashed by Class Members total less than 100% of the Net Settlement Proceeds, the amount remaining of the Net Settlement Sum will be redistributed among those Class Members who cashed the checks sent to them within the 180 days, as long as the cost of re-mailing is less than the amount left for redistribution.

5.3.1 Such redistribution will take place within 30 calendar days after the 180-day check cashing deadline. If the cost of re-mailing is more than the amount left for redistribution, then the amount remaining of the Net Settlement Proceeds shall be distributed to the Department of Industrial Relations, the cy pres agreed upon by the parties.

5.3.2 To the extent a second distribution occurs and uncashed checks still remain, those amounts shall be distributed to the Department of Industrial Relations, the cy pres agreed upon by the parties.

5.4 Class Representatives’ Service Payments. Defendants agree not to challenge Class Counsel’s request for the Service Payment to the Plaintiffs and Class Representatives. The Service Payment will be paid in addition to Plaintiffs’ Individual Settlement Payment.

5.4.1 The Class Representatives’ Service Awards will, subject to Court approval, be in an amount not to exceed Twenty Thousand Dollars ($20,000.00), as follows: Ten Thousand Dollars ($10,000.00) to Plaintiff Sara Wright; Six Thousand and Five Hundred Dollars ($6,500.00) to Plaintiff Jessica Jimenez and Three Thousand and Five Hundred Dollars ($3,500.00) to Plaintiff Orlando Mijos. Should the Service Payment approved by the Court be less than the amount sought, the difference shall be added to the Net Settlement Sum.


5.4.2 Class Representatives’ Service Awards are for the Class Representatives’ services and assistance to the Class and additionally, in recognition for their willingness to provide full and separate general releases by each Class Representative individually of any and all claims against Defendants regardless of whether such claims have been alleged against Defendants, including without limitation known or unknown claims, whether for economic damages, non-economic damages, punitive damages, restitution, tort, contract, penalties, injunctive or declaratory relief, attorney’s fees, costs, or other monies or remedies. This release by Plaintiff includes all federal and state statutory claims, and federal and state common law claims (including but not limited to those for contract, tort, and equity), including, without limitation, the Americans with Disabilities Act, Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964 (as amended), 42 U.S.C. §1981, 42 U.S.C. § 1983, the Fair Labor Standards Act, the Employee Retirement Security Income Act of 1974, the California Constitution, the California Fair Employment and Housing Act, the California Unfair Competition Act (California Business and Professions Code section 17200 et seq.), the California Labor Code, the Fair Labor Standards Act, and claims for additional compensation relating to stock options.

5.4.3 Through the general releases, each Class Representative himself or herself (and not on behalf of the Class or any other Class Members) shall release, acquit and discharge the Released Parties from any and all claims against the Released Parties of any kind whatsoever (upon any legal or equitable theory whether contractual, common law, constitutional, statutory, federal, state, local or otherwise), whether known or unknown, that arose, accrued or took place at any time on or prior to the date on which the full and general release is executed. Through the full and general release discussed in this Section, the Class Representatives will expressly waive the benefit of Section 1542 of the California Civil Code. Each Class Representative acknowledges the language of Section 1542 of the California Civil Code, 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.

5.4.4 Because the Class Representative Service Awards represent payment to the Class Representatives for services to the Class Members, and not wages, taxes will not be withheld from the Class Representative Service Awards. No party has made any representation to Plaintiffs as to the taxability of any Class Representative Service Awards. The Settlement Administrator will report the Class Representative Service Awards on a 1099 form, which it will provide to the Class Representatives and to the pertinent taxing authorities as required by law.

5.4.5 The Class Representatives assume full responsibility for paying all taxes and penalties, if any, federal and state, due as a result of the Class Representative Service Payments.

5.5 Class Counsel’s Fee and Expense Award. Defendants agree not to challenge Class Counsel’s request for its Fee and Expense Award up to the maximum amount of


$416,666.66 for Class Counsel’s attorney’s fees, and for reasonable litigation expenses actually incurred in the Actions.

5.5.1 Should the Fee and Expense Award approved by the Court be less than the amount sought, the difference shall be added to the Net Settlement Sum. Payment of the Fee and Expense Award to Class Counsel shall constitute full satisfaction of any obligation to pay any amounts to any person, attorney or law firm for attorney’s fees, expenses or costs in the Actions, and shall relieve Defendants and Defendants’ Counsel of any other claims or liability to any other attorney or law firm for any attorneys’ fees, expenses and/or costs to which any of them may claim to be entitled on behalf of Plaintiff and/or the Class.

5.6 Settlement Administration Costs. The Settlement Administration Costs shall not exceed Fifty Thousand Dollars ($40,000), subject to Court approval, and shall include all costs of administering the Settlement, including, but not limited to, all tax document preparation, custodial fees, and accounting fees incurred by the Settlement Administrator; all costs and fees associated with preparing, issuing and mailing any and all notices and other correspondence to Class Members; all costs and fees associated with communicating with Class Members, Class Counsel, and Defendants’ Counsel; all costs and fees associated with computing, processing, reviewing, and paying the Individual Settlement Allocations to participating Class Members; all costs and fees associated with calculating tax withholdings and payroll taxes; all costs and fees associated with preparing any tax returns and any other filings required by any governmental taxing authority or agency; and any other costs and fees incurred and/or charged by the Settlement Administrator in connection with the execution of its duties under this Stipulation.

6. Release by the Class

6.1 Upon the Class Release Date, the Class Members (other than those who submit atimely and valid Request for Exclusion) will fully release the Class Released Claims and agree not to sue or otherwise make a claim against any of the Released Parties for the Class Released Claims. The Individual Settlement Allocations shall be paid to participating Class Members specifically in exchange for the release of the Released Parties from the Class Released Claims and the covenant not to sue concerning the Class Released Claims.

7. Preliminary Approval

7.1 The Parties agree to fully cooperate with each other to accomplish the terms of this Stipulation of Settlement, including but not limited to, execution of such documents and to take such other actions as may reasonably be necessary to implement the terms of this Stipulation.

7.2 Class Counsel shall request a hearing before the Court to seek Preliminary Approval of the Settlement on a mutually available date as soon as reasonably practicable. In conjunction with such hearing, Class Counsel shall submit this Stipulation of Settlement, together with the exhibits attached hereto, and any other documents necessary to implement the Settlement.


7.3 Plaintiff’s Counsel shall provide a copy of the motion for preliminary approval to Defendants’ Counsel for review at least three (3) business days before filing it with the Court. Defendants agree not to oppose Plaintiffs’ motion for preliminary approval unless the motion is inconsistent with the terms set forth in this Settlement.

8. Notice and Claim Process

8.1 Within forty-five (45) business days after entry of the order granting Preliminary Approval, Defendants shall provide to the Settlement Administrator a list of all Class Members, including their name, social security number, last known address, telephone number, and whether they worked at the SFO or the LAX; the number of Qualifying Workweeks worked by the Class Member (if any) during the Overtime Class Period, the pay periods for which the Class Member received Lead Premium Pay (if any) from June 2, 2006 to January 1, 2012, and the date the Class Member was terminated from their employment, if applicable, and to the extent this information is reasonably within Defendants’ possession, custody, or control.

8.2 In addition, within forty-five (45) business days after entry of the order granting Preliminary Approval, Defendants will provide the Settlement Administrator with a list of all Overtime Class Members who according to Defendants’ records and expert analysis at the time the Class Member separated employment with Defendants, he or she would have been paid less overtime premium wages using the shift-based method of compensation than using the workweek designated in the employee handbook (Monday at 12:00 am to Sunday at 11:59 pm) as the method of compensation for the Midnight Shifts worked; who separated employment at any time during the Overtime Class Period, and who as to the date of Preliminary Approval have not released their claims under the Labor Code section 201, 202 or 203, to the extent this information is reasonably within Defendants’ possession, custody, or control.

8.3 Prior to the mailing of the Notice to the Class Members, the Settlement Administrator will run one Accurint (or substantially similar) skip trace as well as perform one basic search on the National Change of Address Database to attempt to obtain the best possible address for the Class Members before it mails the notices.

8.4 Within fifteen (15) calendar days after receiving the Class Member lists from Defendants, the Settlement Administrator shall send the Notice via first class mail, to the Class Members after it has followed the procedure in Paragraph 8.3 above.

8.5 If a Notice is returned as undeliverable with a forwarding address provided by the United States Postal Service, the Settlement Administrator will promptly resend the Notice to that forwarding address along with a brief letter stating that the recipient of the Notice has until the original deadline set forth on the Notice, or ten (10) calendar days after the re-mailing of the Notice (whichever is later), to submit a Request for Exclusion.

8.6 If an original Notice is returned as undeliverable without a forwarding address, the Settlement Administrator will make reasonable efforts to locate forwarding addresses, including performing an Experian (or substantially similar service) skip tracing on the Class Member to attempt to ascertain the current address. If it obtains a more recent address, the


Settlement Administrator will resend the Notice along with a brief letter stating that the recipient of the Notice has until the original deadline set forth on the Notice or ten (10) calendar days after the re-mailing of the Notice (whichever is later) to submit a Request for Exclusion.

8.7 The Notice shall provide that Class Members who wish to exclude themselves from the Settlement must submit a Request for Exclusion postmarked by the Objection/Exclusion Deadline. The Objection/Exclusion Deadline is forty-five (45) calendar days following the initial mailing of the Notice. Any Class Member who properly requests exclusion using this procedure will not receive any payment from the Settlement and will not be bound by the Stipulation of Settlement or have any right to object, appeal or comment thereon. Class Members who do not submit a valid and timely Request for Exclusion shall be bound by all terms of the Stipulation of Settlement and any judgment entered in the Actions once the Settlement is approved by the Court.

8.8 At least ten (10) calendar days prior to the final approval hearing, the Settlement Administrator will provide a declaration of due diligence and proof of mailing with regard to the mailing of the Notice to counsel for all Parties.

8.9 If five percent (5%) or more of the Class Members submit a timely and valid Request for Exclusion, Defendants shall have the option of canceling the Settlement and all actions taken in its furtherance will be null and void. Defendants must exercise this right within ten (10) calendar days after the Settlement Administrator notifies the Parties of the number of valid and timely Request for Exclusion letters received, which the Settlement Administrator must do within seven (7) calendar days after the Objection/Exclusion Deadline. If Defendants exercise their option to cancel the settlement, Defendants will retain the entirety of the Maximum Settlement Amount, except for the administration costs incurred to that date.

8.10 Defendants will provide the Settlement Administrator with the Maximum Settlement Amount no later than the Payment Obligation Date.

8.11 The Settlement Administrator will mail all required payments no later than twenty-one (21) calendar days after the Payment Obligation Date. Individual Settlement Allocation checks not cashed within 180 calendar days of mailing will become void. If a Class Member’s check is returned to the Settlement Administrator, with a forwarding address provided by the United States Postal Service, the Settlement Administrator will promptly resend the check to that Class Member.

8.12 Within 250 calendar days of the Effective Date of the Settlement, the Settlement Administrator shall provide written certification of such completion to the Court, Class Counsel and Defendants’ Counsel. Class Counsel shall file that written certification with the Court.

8.13 The Payroll Taxes will be computed by the Settlement Administrator based on the amounts paid to the participating Class Members. The Settlement Administrator shall be responsible for making all necessary payments and government filings in connection with such payments.


8.14 No person shall have any claim against Defendants, Defendants’ Counsel, Plaintiff, the Class, Class Counsel or the Settlement Administrator based on mailings, distributions and payments made in accordance with this Stipulation of Settlement.

8.15 The following is a summary of the proposed timeline related to this Settlement:

EVENT DEADLINE

Preliminary Approval TBD

Defendant to provide Settlement Administrator with the lists of Class Members

45 business days after entry of the order granting Preliminary Approval

Settlement Administrator to run one Accurint (or substantially similar) skip trace and mail Notice to Class Members

15 calendar days after receiving Class Member List

Objection/Exclusion Deadline 45 calendar days after mailing of Notice

Settlement Administrator to notify Parties of the number of valid and timely request for exclusion letters received

7 calendar days after Objection/Exclusion Deadline

Deadline for Defendant to exercise its option to cancel the settlement if 5% or more of the Class Members submit a timely and valid request for exclusion

10 calendar days after Settlement Administrator notifies the Parties of the number of valid and timely requests for exclusion

Settlement Administrator to provide declaration of due diligence

10 calendar days prior to Final Approval Hearing

Final Approval Hearing TBD

Effective Date of the Settlement The Final Approval Date if no objections filed, or if an objection was filed, but an Order approving the Settlement nevertheless entered, the date when the time to appeal the Settlement has expired or any such appeal has been resolved.

Payment Obligation Date 10 calendar days after Effective Date

Settlement Administrator to mail Individual Settlement Allocations

21 calendar days after Payment Obligation Date


Uncashed Checks Become Void 180 calendar days after mailing of the Individual Settlement Payment Checks

Redistribution of Individual Settlement Payments or Cy-Pres payment

Within 30 calendar days after the date uncashed checks become void

Settlement Administrator to Provide Certificate of Completion of Settlement

250 calendar days after Effective Date of Settlement

9. Press Release

9.1 The Parties and their counsel agree that they will not issue any press releases, initiate any contact with the press, or respond to any inquiry from the press about this case other than describing what is available in public documents.

9.2 There shall be no publicity of the Settlement, and the Settlement shall remain confidential until this Stipulation of Settlement is filed with the Court as part of Plaintiffs’ preliminary approval motion.

10. Voiding the Agreement

10.1 In the event of any of the following: (i) the Court does not approve the scope of the Class Released Claims; (ii) the Court finds the Maximum Settlement Sum is insufficient to warrant approval; or (iii) five percent (5%) or more of the Class Members submit a timely and valid Request for Exclusion, the Settlement shall be null and void. In such case, the Class Members and Defendants shall be returned to their respective statuses as of the date immediately prior to the execution of this Settlement.

10.2 In the event an appeal is filed from the Final Approval Order and Judgment, or any other appellate review is sought prior to the Payment Obligation and Class Release Date, administration of the Settlement shall be stayed pending final resolution of the appeal or other appellate review.

11. Parties’ Authority

11.1 The signatories hereto represent that they are fully authorized to enter into this Settlement and bind the Parties to the terms and conditions hereof.

12. Mutual Full Cooperation

12.1 The Parties and their counsel agree to fully cooperate with each other to accomplish the terms of this Settlement, including but not limited to, execution of such documents and to take such other action as may reasonably be necessary to implement the terms of this Settlement. The Parties to this Settlement shall use their best efforts, including all efforts contemplated by this Settlement and any other efforts that may become necessary by order of the


Court, or otherwise, to effectuate this Settlement and the terms set forth herein. In the event the Parties are unable to reach agreement on the form or content of any document needed to implement the Settlement, or on any supplemental provisions or actions that may become necessary to effectuate the terms of this Settlement, the Parties shall seek the assistance of the Court or the Mediator to resolve such disagreement.

13. No Admission

13.1 Nothing contained herein, nor the consummation of this Settlement, is to be construed or deemed an admission of liability, culpability, negligence, or wrongdoing on the part of Defendants or any of the other Released Parties. Each of the Parties hereto has entered into this Settlement with the intention of avoiding further disputes and litigation with the attendant risk, inconvenience and expenses. This Settlement is a settlement document and shall, pursuant to California Evidence Code section 1152 and/or Federal Rule of Evidence 408 and/or any other similar law, be inadmissible as evidence in any proceeding, except an action or proceeding to approve the settlement, and/or interpret or enforce this Settlement.

14. Construction

14.1 The Parties hereto agree that the terms and conditions of this Settlement are the result of lengthy, intensive arms’ length negotiations between the Parties and that this Settlement shall not be construed in favor of or against any of the Parties by reason of the extent to which any Party or his or its counsel participated in the drafting of this Settlement.

15. Jurisdiction of the Court

15.1 Except for those matters to be resolved by Settlement Administrator as expressly stated in this Settlement, any dispute regarding the interpretation or validity of or otherwise arising out of this Settlement, or relating to the Actions or the Class Released Claims, shall be subject to the exclusive jurisdiction of the Court, and the Plaintiffs, Class Members, and Defendants agree to submit to the personal and exclusive jurisdiction of the Court.

15.2 The Court shall retain jurisdiction solely with respect to the interpretation, implementation and enforcement of the terms of this Settlement and all orders and judgments entered in connection therewith, and the Parties and their counsel submit to the jurisdiction of the Court for purposes of interpreting, implementing and enforcing the settlement embodied in this Settlement and all orders and judgments entered in connection therewith.

16. California Law Governs

16.1 All terms of this Settlement and the exhibits hereto shall be governed by and interpreted according to the laws of the State of California, regardless of its conflict of laws.


17. Invalidity of Any Provision

17.1 The Parties request that before declaring any provision of this Stipulation of Settlement invalid, the Court shall first attempt to construe all provisions valid to the fullest extent possible consistent with applicable precedents.

18. Amendment or Modification

18.1 This Settlement may be amended or modified only by a written instrument signed by counsel for all Parties or their successors-in-interest.

19. Entire Agreement

19.1 This Settlement, including Exhibits attached hereto, contains the entire agreement between the Parties. All prior or contemporaneous agreements, understandings, representations, and statements, whether oral or written and whether by a party or such party’s legal counsel, including the Memorandum of Understanding between the Parties, are merged herein.

20. Interim Stay of Proceedings

20.1 The Parties agree to hold in abeyance all proceedings in the Actions, except such proceedings necessary to implement and complete the Settlement, pending the final approval hearing to be conducted by the Court.

21. Counterparts

21.1 This Settlement may be executed in counterparts, and when each of the Parties has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterparts, shall constitute one fully- signed Settlement, which shall be binding upon and effective as to all Parties.

Dated: April ____, 2017

PLAINTIFF: __________________________________________ SARA WRIGHT

Dated: April ____, 2017

PLAINTIFF: __________________________________________ JESSICA JIMENEZ

DocuSign Envelope ID: 18335E32-348D-4426-9680-DFFE129648FD

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DocuSign Envelope ID: 2A827735-9F5D-4634-8A61-E45DB7783AEF

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