Common use of Gross Settlement Amount Clause in Contracts

Gross Settlement Amount. As consideration, Defendant agrees to pay a “Gross Settlement Amount” of One Million Dollars and Zero Cents ($1,000,000.00) (unless such Gross Settlement Amount is increased pursuant to Paragraph 5.E. below) in full and complete settlement of the Action, as follows: A. The Parties have agreed to engage ILYM Group, Inc. (or other mutually agreeable alternative Settlement Administrator) as the “Settlement Administrator” to administer this Settlement. All administrative costs shall be paid from the Gross Settlement Amount. B. With the exception of the Settlement Administrator’s fees, if required by the Settlement Administrator, the Gross Settlement Amount shall be deposited by Defendant into a qualified settlement fund set up by the Settlement Administrator for the benefit of participating Settlement Class members. Defendant agrees to deposit the Gross Settlement Amount with the Settlement Administrator within thirty (30) calendar days after the “Effective Date” which is defined as the latter of: (a) the Court's final approval of the settlement if no objections by or on behalf of Settlement Class members have been filed; (b) the time for appeal has expired if an objection has been filed and no appeal has been filed or withdrawn; or (c) the final resolution of any appeal that has been filed. C. This is a non-reversionary settlement. The Gross Settlement Amount includes: (1) All payments (including interest) to the Settlement Class members; (2) All costs of the Settlement Administrator and settlement administration, which are anticipated to be no greater than Twenty-Eight Thousand Dollars and Zero Cents ($28,000.00); (3) Up to Seven Thousand Five Hundred Dollars and Zero Cents ($7,500.00) each for Plaintiffs’ Class/PAGA Representative Service Awards, in recognition of their contributions to the Lawsuit, their service to the Settlement Class and PAGA Employees, and their general release of all of their individual claims. Even in the event that the Court reduces or does not approve the requested Class/PAGA Representative Service Awards, Plaintiffs shall not have the right to revoke this Settlement Agreement, and this Settlement Agreement shall remain binding. Plaintiffs’ Class/PAGA Representative Service Awards awarded by the Court shall be paid by the Settlement Administrator to Plaintiffs from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court; (4) Up to one-third of the Gross Settlement Amount in Class Counsel’s attorneys’ fees [estimated to be Three Hundred Thirty Three Thousand Three Hundred Thirty-Three Dollars and Thirty-Three Cents ($333,333.33), unless the Gross Settlement Amount is increased pursuant to Paragraph 5.E. below], plus actual costs and expenses incurred by Class Counsel related to the Lawsuit as supported by declaration, which are currently estimated to be no greater than Twenty-Five Thousand Dollars and Zero Cents ($25,000.00). In the event that the Court reduces or does not approve the requested Class Counsel attorneys’ fees and/or costs, Class Counsel shall not have the right to revoke this Settlement Agreement, and it will remain binding. Class Counsel’s fees and costs awarded by the Court shall be paid by the Settlement Administrator to Class Counsel from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court; and (5) Three Hundred Thousand Dollars and Zero Cents ($300,000.00) of the Gross Settlement Amount has been set aside by the Parties as PAGA civil penalties (“PAGA Penalties”). Per Labor Code § 2699(i), seventy-five percent (75%) of the PAGA Penalties, or Two Hundred Twenty-Five Thousand Dollars and Zero Cents ($225,000.00) will be payable to the Labor & Workforce Development Agency (“LWDA”), and the remaining twenty-five percent (25%) of the PAGA Penalties, or Seventy-Five Thousand Dollars and Zero Cents ($75,000.00), will be payable to the PAGA Employees as the “PAGA Amount,” as described below. Civil penalties payable to the LWDA shall be paid by the Settlement Administrator to the LWDA from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court. X. Xxxxxxxxx’s share of payroll taxes shall be paid by Defendant separately from, and in addition to, the Gross Settlement Amount.

Gross Settlement Amount. As consideration, Defendant agrees Defendants agree to pay a non-reversionary “Gross Settlement Amount” of One Million Nine Hundred Fifty Thousand Dollars and Zero Cents ($1,000,000.00) (unless such Gross Settlement Amount is increased pursuant to Paragraph 5.E. below1,950,000.00) in full and complete settlement of the Action, as follows: A. The Parties have agreed to engage ILYM Group, Inc. (or other mutually agreeable alternative Phoenix Settlement Administrator) Administrators as the “Settlement Administrator” to administer this Settlement. All administrative costs The actions of the Settlement Administrator shall be paid from governed by the Gross terms of this Settlement AmountAgreement. B. With the exception of the Settlement Administrator’s fees, if required by the Settlement Administrator, the Gross Settlement Amount shall be deposited by Defendant into a qualified settlement fund set up by the Settlement Administrator for the benefit of participating Settlement Class members. Defendant agrees to Defendants will deposit the Gross Settlement Amount with within sixty (60) days of the Settlement Administrator within thirty (30) calendar days after the “Effective Date” which is defined as the latter of: (a) the Court's final approval of the settlement if no objections by or on behalf of Settlement Class members have been filed; (b) the time for appeal has expired if an objection has been filed and no appeal has been filed or withdrawn; or (c) the final resolution of any appeal that has been filed. C. This is a non-reversionary settlement. The Gross Settlement Amount includes: (1) All payments (including interest) to the Settlement Class members; (2) All costs of the Settlement Administrator and settlement administration, which are anticipated to be no greater than Twenty-Eight Seventeen Thousand Dollars and Zero Cents ($28,000.0017,000.00); (3) Up to Seven Ten Thousand Five Hundred Dollars ($10,000.00) each for Plaintiffs’ Class Representative Enhancement Payments, for a total of Twenty Thousand Dollars and Zero Cents ($7,500.0020,000.00) each in recognition for Plaintiffs’ Class/PAGA Representative Service Awards, in recognition of their contributions to the Lawsuit, their Action and Plaintiffs’ service to the Settlement Class and PAGA Employees, and their general release of all of their individual claimsClass. Even in In the event that the Court reduces or does not approve the requested Class/PAGA Class Representative Service AwardsEnhancement Payments, Plaintiffs shall not have the right to revoke this the Settlement AgreementAgreement for that reason, and this the Settlement Agreement shall will remain binding. Plaintiffs’ Class/PAGA Since it is the intent of the Parties that the Class Representative Service Awards awarded by Enhancement Payments to Plaintiffs are for their service to the Court shall be paid by Class Members, and not wages, the Settlement Administrator to Plaintiffs will not withhold any taxes from the Gross Class Representative Enhancement Payments. The Settlement Amount only after Settlement Administrator will report the Class member’s Settlement Awards have been mailed to Settlement Class members and Representative Enhancement Payments on Form 1099s, which the Settlement Administrator has been paid all costs will provide to Plaintiffs and fees awarded by the Court;pertinent taxing authorities. (4) Up to one-third of the Gross Settlement Amount in Class Counsel’s attorneys’ fees [(currently estimated to be Three Hundred Thirty Three Thousand Three Hundred Thirty-Three Dollars and Thirty-Three Cents (at $333,333.33650,000.00), unless the Gross Settlement Amount is increased pursuant to Paragraph 5.E. below], plus actual costs and expenses incurred by Class Counsel related to the Lawsuit Action as supported by declaration, which are currently estimated to be no greater than Twenty-Five One Hundred Fifty Thousand Dollars and Zero Cents ($25,000.00150,000.00). In the event that the Court reduces or does not approve the requested Class Counsel attorneys’ fees and/or or costs, Class Counsel shall not have the right to revoke this the Settlement AgreementAgreement based on that reason, and it the Settlement will remain binding. Class Counsel’s fees and costs awarded by the Court shall be paid by the Settlement Administrator to Class Counsel from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court; and (5) Three Hundred Fifty Thousand Dollars and Zero Cents ($300,000.0050,000.00) of the Gross Settlement Amount has been set aside by the Parties as PAGA civil penalties (“PAGA Penalties”)penalties. Per Labor Code § 2699(i), seventy-five percent (75%) % of the PAGA Penaltiessuch penalties, or Two Thirty-Seven Thousand Five Hundred Twenty-Five Thousand Dollars and Zero Cents ($225,000.00) 37,500.00), will be payable to the California Labor & Workforce Development Agency (“LWDA”), and the remaining twenty-five percent (25%) of the PAGA Penalties, or Seventy-Twelve Thousand Five Thousand Hundred Dollars and Zero Cents ($75,000.0012,500.00), will be payable to the PAGA Aggrieved Employees as the “PAGA Amount,” as described below. Civil penalties payable . D. Any reduction by the Court of these requests will revert to the LWDA shall be paid by the Net Settlement Administrator Amount for distribution to the LWDA from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Courtwho do not opt-out. X. Xxxxxxxxx’s share of payroll taxes shall be paid by Defendant separately from, and in addition to, the Gross Settlement Amount.

Gross Settlement Amount. As consideration, Defendant Performance Team agrees to pay a “Gross Settlement Amount” or “GSA” of One Million Hundred Ten Thousand Dollars and Zero Cents ($1,000,000.00) (unless such Gross Settlement Amount is increased pursuant to Paragraph 5.E. below110,000.00) in full and complete settlement of the Actionthis matter, as follows: A. The Parties have agreed to engage ILYM Group, Inc. Inc.. (or other mutually agreeable alternative Settlement Administrator“ILYM”) as the “Settlement Administrator” to administer this Settlement. All administrative costs shall be paid from the Gross Settlement Amount. B. With the exception of the Settlement Administrator’s fees, if required by the Settlement Administrator, the The Gross Settlement Amount shall be deposited by Defendant into a qualified settlement fund set up by the Settlement Administrator for the benefit of participating Settlement Class members. Defendant agrees to deposit the Gross Settlement Amount with the Settlement Administrator within thirty twenty-one (3021) calendar days after the “Effective Date” which is Final Approval (which, for this purpose, shall be defined as the latter of: (adate on which the Court enters an Order granting Final Approval) or, solely in the Court's final approval of event that there are any objections to the settlement if no objections by or on behalf (the filing of Settlement Class members have been filed; (b) the time for appeal has expired if an objection has been filed and no being a prerequisite to the filing of an appeal), the later of: (i) twenty-one (21) days after the last date on which any appeal has been might be filed or withdrawn; or (cii) twenty-one (21) days after the final successful resolution of any appeal that has been filedappeal(s). C. This is a non-reversionary settlement. The Gross Settlement Amount includes: (1) All payments (including interest) to the Settlement Class membersClass; (2) All payments (including interest) to the PAGA Employees; (3) All costs of the Settlement Administrator and settlement administration, which are anticipated to be no greater than Twenty-Eight Thousand Dollars and Zero Cents ($28,000.00)4,760.00; (34) Up to Seven Thousand Five Hundred Dollars and Zero Cents $5,000.00 for each Plaintiff (for a total of $7,500.00) each 10,000), for Plaintiffs’ Class/PAGA Class Representative Service Incentive Awards, in recognition of their contributions to the Lawsuit, Lawsuit and their service to the Settlement Class and PAGA Employees, and their general release of all of their individual claims. Even in the event that the Court reduces or does not approve the requested Class/PAGA Representative Service Awards, Plaintiffs shall not have the right to revoke this Settlement Agreement, and this Settlement Agreement shall remain binding. Plaintiffs’ Class/PAGA Representative Service Awards awarded by the Court shall be paid by the Settlement Administrator to Plaintiffs from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court; (45) Up to one-third Class Counsel attorney fees of 33.3% of the Gross Settlement Amount in Class Counsel’s attorneys’ fees [GSA (currently estimated to be Three Hundred Thirty Three Thousand Three Hundred Thirty-Three Dollars and Thirty-Three Cents ($333,333.3336,666.00), unless the Gross Settlement Amount is increased pursuant to Paragraph 5.E. below], plus actual litigation costs and expenses incurred by Class Counsel related in relation to the Lawsuit as supported by declaration, which are currently estimated to be no greater than Twenty-Five Thousand Dollars and Zero Cents ($25,000.00)12,500.00, not including the mediator’s fee which is to be reimbursed separately from this Settlement by Defendants. In the event that the Court reduces or does not approve the requested Class Counsel attorneys’ fees and/or and costs, Class Counsel shall not have the right to revoke this Settlement Agreementsettlement, and it will remain binding. binding (although Class CounselCounsel will retain the right to appeal the Court’s fees award if it is less than amount sought); (6) LWDA allocation of $23,037.00, with 75% paid to the LWDA ($17,277.75) (“LWDA payment”) and costs awarded by 25% ($5,759.25) (“PAGA payment”) being distributed to PAGA employees per paragraph 4(C) below. D. Performance Team’ share of payroll taxes on any wage portion of the Court payments to the Settlement Class shall be paid by the Settlement Administrator to Class Counsel from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court; and (5) Three Hundred Thousand Dollars and Zero Cents ($300,000.00) of the Gross Settlement Amount has been set aside by the Parties as PAGA civil penalties (“PAGA Penalties”). Per Labor Code § 2699(i), seventy-five percent (75%) of the PAGA Penalties, or Two Hundred Twenty-Five Thousand Dollars and Zero Cents ($225,000.00) will be payable to the Labor & Workforce Development Agency (“LWDA”), and the remaining twenty-five percent (25%) of the PAGA Penalties, or Seventy-Five Thousand Dollars and Zero Cents ($75,000.00), will be payable to the PAGA Employees as the “PAGA Amount,” as described below. Civil penalties payable to the LWDA shall be paid by the Settlement Administrator to the LWDA from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court. X. Xxxxxxxxx’s share of payroll taxes shall be paid by Defendant Performance Team separately from, and in addition to, the Gross Settlement Amount. E. To the extent the Court awards less than the requested amount of attorney fees, litigation costs and expenses, Class Representative Awards, or Administration Costs, then the amount not awarded shall be distributed to PAGA employees according to the formula set forth below in Paragraph 4(C) below.

Gross Settlement Amount. As consideration, Defendant agrees to pay a non- reversionary amount (“Gross Settlement Amount” ”) of One Million Hundred Eighty Thousand Dollars and Zero Cents ($1,000,000.00) (unless such Gross Settlement Amount is increased pursuant to Paragraph 5.E. below180,000.00) in full and complete settlement of the Actionthis matter, as follows: A. The Parties have agreed to engage ILYM Group, Inc. (or other mutually agreeable alternative Phoenix Settlement Administrator) Administrators as the “Settlement Administrator” to administer this Settlement. All administrative costs shall be paid from the Gross Settlement Amount. B. With the exception of the Settlement Administrator’s fees, if required by the Settlement Administrator, the The Gross Settlement Amount shall be deposited by Defendant into a qualified settlement fund set up by with the Settlement Administrator into an interest-bearing settlement account for the benefit of participating the Settlement Class members. Defendant agrees to deposit the Gross Settlement Amount with the Settlement Administrator , within thirty ten (3010) calendar days after the “Effective Date” which is Final Approval (which, for this purpose shall be defined as the latter date on which the Court enters an Order granting Final Approval) or, solely in the event that there are any objections to the settlement (the filing of an objection being a prerequisite to the filing of an appeal), the later of: : (a1) the Court's final approval of the settlement if no objections by last date on which any appeal might be filed or on behalf of Settlement Class members have been filed; (b2) the time for appeal has expired if an objection has been filed and no appeal has been filed or withdrawn; or (c) the final successful resolution of any appeal that has been filedappeal(s) – including expiration of any time to seek reconsideration or further review. C. This is a non-reversionary settlement. The Gross Settlement Amount includes: (1) All payments (including interest) to the Settlement Class membersClass; (2) All costs of the Settlement Administrator and settlement administration, which are anticipated to be no greater than TwentyThree Thousand Nine Hundred Ninety-Eight Five Dollars and Zero Cents ($3,995.00); (3) Five Thousand Dollars and Zero Cents ($28,000.00); (35,000.00) Up to Seven Thousand Five Hundred Dollars and Zero Cents ($7,500.00) each for Plaintiffs’ Class/PAGA Plaintiff’s Class Representative Service Awards, Award in recognition of their contributions Plaintiff’s contribution to the Lawsuit, their Action and his service to the Settlement Class and PAGA Employees, and their general release of all of their individual claimsClass. Even in In the event that the Court reduces or does not approve the requested Class/PAGA Class Representative Service AwardsAward, Plaintiffs the remaining amount shall not have revert to the right to revoke this Net Settlement Agreement, and this Settlement Agreement shall remain binding. Plaintiffs’ Class/PAGA Representative Service Awards awarded by the Court shall be paid by the Settlement Administrator to Plaintiffs from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the CourtFund; (4) Up to onethirty-third five percent of the Gross Settlement Amount ($63,000.00) in Class Counsel’s attorneys’ fees [estimated to be Three Hundred Thirty Three Thousand Three Hundred Thirty-Three Dollars and Thirty-Three Cents ($333,333.33), unless the Gross Settlement Amount is increased pursuant to Paragraph 5.E. below]fees, plus actual costs and expenses incurred by Class Counsel related to the Lawsuit Action as supported by declaration, which are currently estimated and not to be no greater than Twenty-Five Thousand Dollars and Zero Cents (exceed $25,000.00)12,000.00. In the event that the Court reduces or does not approve the requested Class Counsel attorneys’ fees and/or Award and costs, Class Counsel the remaining amount shall not have revert to the right to revoke this Net Settlement Agreement, and it will remain binding. Class Counsel’s fees and costs awarded by the Court shall be paid by the Settlement Administrator to Class Counsel from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court; andFund; (5) Three Hundred Eighteen Thousand Dollars and Zero Cents ($300,000.0018,000.00) of the Gross Settlement Amount has been set aside by the Parties as PAGA civil penalties (“PAGA Penalties”)penalties. Per Labor Code § 2699(i), seventy-five percent (75%) of the PAGA Penaltiessuch penalties, or Two Thirteen Thousand Five Hundred Twenty-Five Thousand Dollars and Zero Cents ($225,000.0013,500.00) will be payable to the Labor & Workforce Development Agency (“LWDA”), and the remaining twenty-five percent (25%) of the PAGA Penalties), or Seventy-Four Thousand Five Thousand Hundred Dollars and Zero Cents ($75,000.004,500.00), will be payable to the PAGA Employees as the “PAGA Amount,” as described below. Civil penalties payable to the LWDA shall be paid by the Settlement Administrator to the LWDA from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to certain Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Courtas set forth in Paragraph 4.B.(i). X. Xxxxxxxxx’s share of payroll taxes shall be paid by Defendant separately from, and in addition to, the Gross Settlement Amount.

Gross Settlement Amount. As consideration, Defendant agrees to pay a “Gross Settlement Amount” of One Million Three Hundred Fifty Thousand Dollars and Zero Cents ($1,000,000.00350,000.00) (unless such Gross Settlement Amount is increased pursuant to Paragraph 5.E. 4.D. below) in full and complete settlement of the Action, as follows: A. The Parties have agreed to engage ILYM Group, Inc. (or other mutually agreeable alternative Phoenix Settlement Administrator) Administrators as the “Settlement Administrator” to administer this Settlement. All administrative costs due and owing to the Settlement Administrator shall be paid from the Gross Settlement Amount. B. With the exception of the Settlement Administrator’s fees, if required by the Settlement Administrator, the Gross Settlement Amount shall be deposited by Defendant into a qualified settlement fund set up by the Settlement Administrator for the benefit of participating Settlement Class membersmembers and PAGA Employees. Defendant agrees to deposit the Gross Settlement Amount with the Settlement Administrator within thirty (30) calendar days after the “Effective Date” which is defined as the latter of: : (a) the Court's final approval of the settlement if no objections by or on behalf of Settlement Class members have been filed; (b) the time for appeal has expired if an objection has been filed and no appeal has been filed or withdrawn; or (c) the final resolution of any appeal that has been filed. C. This is a non-reversionary settlement. The Gross Settlement Amount includes: (1) All payments (including interest) to the Settlement Class members; (2) All costs of the Settlement Administrator and settlement administration, which are anticipated to be no greater than Twenty-Eight Thousand Two Hundred Fifty Dollars and Zero Cents ($28,000.008,250.00); (3) Up to Seven Five Thousand Five Hundred Dollars and Zero Cents ($7,500.005,000.00) each for Plaintiffs’ Class/PAGA Plaintiff’s Class Representative Service AwardsAward, in recognition of their his contributions to the LawsuitAction, their and his service to the Settlement Class and PAGA Employees, and their general release of all of their individual claimsClass. Even in the event that the Court reduces or does not approve the requested Class/PAGA Class Representative Service AwardsAward, Plaintiffs Plaintiff shall not have the right to revoke this Settlement Agreement, and this Settlement Agreement shall remain binding. Plaintiffs’ Class/PAGA Representative Service Awards awarded by the Court shall be paid by the Settlement Administrator to Plaintiffs from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court; (4) Up to one-third of the Gross Settlement Amount in Class Counsel’s attorneys’ fees [estimated to be Three One Hundred Thirty Three Sixteen Thousand Three Six Hundred Thirty-Three Sixty Six Dollars and Thirty-Three Sixty Seven Cents ($333,333.33116,666.67), unless the Gross Settlement Amount is increased pursuant to Paragraph 5.E. 4.D. below], plus actual costs and expenses incurred by Class Counsel related to the Lawsuit Action as supported by declaration, which are currently estimated to be no greater than Twenty-Seventeen Thousand Five Thousand Hundred Dollars and Zero Cents ($25,000.0017,500.00). In the event that the Court reduces or does not approve the requested Class Counsel attorneys’ fees and/or costs, Class Counsel shall not have the right to revoke this Settlement Agreement, and it will remain binding. Class Counsel’s fees and costs awarded by the Court shall be paid by the Settlement Administrator to Class Counsel from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court; and (5) Three Hundred Twenty Thousand Dollars and Zero Cents ($300,000.0020,000.00) of the Gross Settlement Amount has been set aside by the Parties as PAGA civil penalties (“PAGA Penalties”)penalties. Per Labor Code § 2699(i), seventy-five percent (75%) of the PAGA Penaltiessuch penalties, or Two Hundred Twenty-Five Fifteen Thousand Dollars and Zero Cents ($225,000.0015,000.00) will be payable to the Labor & Workforce Development Agency (“LWDA”), and the remaining twenty-five percent (25%) of the PAGA Penalties), or Seventy-Five Thousand Dollars and Zero Cents ($75,000.005,000.00), will be payable to the PAGA Employees certain Settlement Class members as the “PAGA Amount,” as described below. Civil penalties payable to the LWDA shall be paid by the Settlement Administrator to the LWDA from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court. X. Xxxxxxxxx’s share of payroll taxes shall be paid by Defendant separately from, and in addition to, the Gross Settlement Amount.

Gross Settlement Amount. As consideration, Defendant agrees to pay a “Gross Good-West Settlement Amount” Amount of One Million Eight Hundred Thousand Dollars and Zero Cents ($1,000,000.00) (unless such Gross Settlement Amount is increased pursuant to Paragraph 5.E. below800,000.00) in full and complete settlement of the Actionthis matter, as follows: A. The Parties have agreed to engage ILYM Group, Inc. (or other mutually agreeable alternative Phoenix Settlement Administrator) as the “Settlement Administrator” to administer this Settlement. All administrative costs shall be paid from the Gross Settlement Amount.Administrators Phoenix as B. With the exception of the Settlement Administrator’s fees, if required by the Settlement Administrator, the The Gross Settlement Amount shall be deposited by Defendant into a qualified settlement fund set up by the Settlement Administrator for the benefit of participating Settlement Class members. Defendant agrees to deposit the Gross Settlement Amount with the Settlement Administrator within thirty twenty-one (3021) calendar days after the “Effective Date” which is Final Approval (which, for this purpose, shall be defined as the latter of: (adate on which the Court enters an Order granting Final Approval) or, solely in the Court's final approval of event that there are any objections to the settlement if (the filing of an objection being a prerequisite to the filing of an appeal), either (i) twenty-one (21) days after the last date on which any appeal might be filed, with no objections by or on behalf of Settlement Class members have appeal having been filed; or (bii) the time for appeal has expired if an objection has been filed and no appeal has been filed or withdrawn; or is filed, twenty-one (c21) days after the final successful resolution of any appeal that has been filedappeal(s). C. This is a non-reversionary settlement. The Gross Settlement Amount includes: (1) All payments (including interest) to the Settlement Class membersClass; (2) All costs of the Settlement Administrator and settlement administration, which are anticipated to be no greater than Twenty-Eight Thousand Dollars and Zero Cents ($28,000.00)8,500.00; (3) Up to Seven Thousand Five Hundred Dollars and Zero Cents ($7,500.00) each 5,000.00 for Plaintiffs’ Class/PAGA Plaintiff s Class Representative Service AwardsIncentive Award, in recognition of their his contributions to the Lawsuit, their Actions and his service to the Settlement Class and PAGA Employees, and their general release of all of their individual claims. Even in the event that the Court reduces or does not approve the requested Class/PAGA Representative Service Awards, Plaintiffs shall not have the right to revoke this Settlement Agreement, and this Settlement Agreement shall remain binding. Plaintiffs’ Class/PAGA Representative Service Awards awarded by the Court shall be paid by the Settlement Administrator to Plaintiffs from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court; (4) Up to Class Counsel attorney fees of one-third of the Gross Settlement Amount in Class Counsel’s attorneys’ fees [GSA (currently estimated to be Three Hundred Thirty Three Thousand Three Hundred Thirty-Three Dollars and Thirty-Three Cents ($333,333.33266,666.67), unless the Gross Settlement Amount is increased pursuant to Paragraph 5.E. below], plus actual litigation costs and expenses incurred by Class Counsel related in relation to the Lawsuit Action as supported by declaration, which are currently estimated to be no greater than Twenty-Five Thousand Dollars and Zero Cents ($25,000.00). In the event that the Court reduces or does not approve the requested Class Counsel attorneys’ fees and/or costs, Class Counsel shall not have the right to revoke this Settlement Agreement, and it will remain binding. Class Counsel’s fees and costs awarded by the Court shall be paid by the Settlement Administrator to Class Counsel from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court; and35,000.00; (5) Three Hundred Thousand Dollars and Zero Cents (The Parties have set aside $300,000.00) 60,000.00 of the Gross Settlement Amount has been set aside by the Parties as PAGA civil penalties (“PAGA Penalties”)penalties. Per Labor Code § 2699(i), seventy-five percent (75%) % of the PAGA Penaltiessuch penalties, or Two Hundred Twenty-Five Thousand Dollars and Zero Cents ($225,000.00) 45,000.00, will be payable to the Labor & Workforce Development Agency (“LWDA”), and the remaining twenty-five percent (25%) of the PAGA Penalties, or Seventy-Five Thousand Dollars and Zero Cents ($75,000.00)15,000.00, will be payable payable D. Good-West share of payroll taxes on any wage portion of the payments to the PAGA Employees as the “PAGA Amount,” as described below. Civil penalties payable to the LWDA Settlement Class shall be paid by the Settlement Administrator to the LWDA from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court. X. Xxxxxxxxx’s share of payroll taxes shall be paid by Defendant Good-West separately from, and in addition to, the Gross Settlement Amount.

Gross Settlement Amount. As consideration, Defendant agrees to pay a non-reversionary “Gross Settlement Amount” of One Million Dollars and Zero Cents ($1,000,000.00) (unless such Gross Settlement Amount is increased pursuant to Paragraph 5.E. below) 200,000.00 in full and complete settlement of the Action, as follows: A. The Parties have agreed to engage ILYM Group, Inc. (or other mutually agreeable alternative Phoenix Settlement Administrator) Administrators as the “Settlement Administrator” to administer this Settlement. All administrative costs shall be paid from the Gross Settlement Amount. B. With the exception of the Settlement Administrator’s fees, if required by the Settlement Administrator, Defendant will fund the Gross Settlement Amount in two equal installments. The first installment, equal to 50% of the Gross Settlement Amount (i.e., $100,000), shall be deposited by Defendant into a qualified settlement fund set up by the Settlement Administrator for the benefit of participating Settlement Class members. Defendant agrees to deposit the Gross Settlement Amount with the Settlement Administrator within thirty (30) 45 calendar days after this Settlement Agreement is executed by the “Parties. The second installment, equal to 50% of the Gross Settlement Amount (i.e., $100,000), shall be deposited by Defendant with the Settlement Administrator within 45 calendar days of the Effective Date” which is defined as the latter of: (a) the Court's final approval of the settlement if no objections by or on behalf of Settlement Class members have been filed; (b) the time for appeal has expired if an objection has been filed and no appeal has been filed or withdrawn; or (c) the final resolution of any appeal that has been filed. C. This is a non-reversionary settlement. The Gross Settlement Amount includes: (1) All payments (including interest) to the Settlement Class members; (2) All costs of the Settlement Administrator and settlement administration, which are anticipated to be no greater than Twenty-Eight Thousand Dollars and Zero Cents ($28,000.00)8,500.00; (3) Up to Seven Thousand Five Hundred Dollars and Zero Cents ($7,500.00) each 5,000.00 for Plaintiffs’ Class/PAGA Plaintiff’s Class Representative Service Awards, Enhancement Payment in recognition of their for Plaintiff’s contributions to the Lawsuit, their Action and Plaintiff’s service to the Settlement Class and PAGA Employees, and their general release of all of their individual claimsClass. Even in In the event that the Court reduces or does not approve the requested Class/PAGA Class Representative Service AwardsEnhancement Payment, Plaintiffs Plaintiff shall not have the right to revoke this Settlement Agreement, and this the Settlement Agreement shall remain binding. Plaintiffs’ Class/PAGA Representative Service Awards awarded by the Court shall be paid by the Settlement Administrator to Plaintiffs from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members for that reason, and the Settlement Administrator has been paid all costs and fees awarded by the Courtwill remain binding; (4) Up to one-third of the Gross Settlement Amount in Class Counsel’s attorneys’ fees [(currently estimated to be Three Hundred Thirty Three Thousand Three Hundred Thirty-Three Dollars and Thirty-Three Cents (at $333,333.3366,666.67), unless the Gross Settlement Amount is increased pursuant to Paragraph 5.E. below], plus actual costs and expenses incurred by Class Counsel related to the Lawsuit Action as supported by declaration, which are currently estimated to be no greater than Twenty-Five Thousand Dollars and Zero Cents ($25,000.00)20,000.00. In the event that the Court reduces or does not approve the requested Class Counsel attorneys’ fees and/or or costs, Class Counsel shall not have the right to revoke this the Settlement AgreementAgreement based on that reason, and it the Settlement will remain binding. Class Counsel’s fees and costs awarded by the Court shall be paid by the Settlement Administrator to Class Counsel from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court; and (5) Three Hundred Thousand Dollars and Zero Cents ($300,000.00) 20,000.00 of the Gross Settlement Amount has been set aside by the Parties as PAGA civil penalties (“PAGA Penalties”)penalties. Per Labor Code § 2699(i), seventy-five percent (75%) % of the PAGA Penaltiessuch penalties, or Two Hundred Twenty-Five Thousand Dollars and Zero Cents ($225,000.00) 15,000.00, will be payable to the California Labor & Workforce Development Agency (“LWDA”), and the remaining twenty-five percent (25%) of the PAGA Penalties, or Seventy-Five Thousand Dollars and Zero Cents ($75,000.00)5,000.00, will be payable to the PAGA Aggrieved Employees as the “PAGA Amount,” as described below. Civil penalties payable . D. Any reduction by the Court of these requests will revert to the LWDA shall be paid by the Net Settlement Administrator Amount for distribution to the LWDA from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Courtwho do not opt-out. X. Xxxxxxxxx’s share of payroll taxes shall be paid by Defendant separately from, and in addition to, the Gross Settlement Amount.

Gross Settlement Amount. As consideration, Defendant agrees Defendants agree to pay a “Gross Settlement Amount” of One Million Six Hundred Fifty Thousand Dollars and Zero Cents ($1,000,000.00) (unless such Gross Settlement Amount is increased pursuant to Paragraph 5.E. below650,000.00) in full and complete settlement of the Action, as follows: A. : The Parties have agreed to engage ILYM Group, Inc. (or other mutually agreeable alternative Phoenix Settlement Administrator) Administrators as the “Settlement Administrator” to administer this Settlement. All administrative costs shall be paid from the Gross Settlement Amount. B. With the exception of the Settlement Administrator’s fees, if required by the Settlement Administrator, the . The Gross Settlement Amount shall be deposited by Defendant Defendants into a qualified settlement fund set up by the Settlement Administrator for the benefit of participating Settlement Class membersMembers. Defendant agrees Defendants agree to deposit the Gross Settlement Amount with the Settlement Administrator within thirty (30) calendar days after the “Effective Date” which is defined as the latter of: : (a) the expiration of any appeal period following the Court's ’s final approval of the settlement if no objections by Settlement (at or on behalf following the Final Approval Hearing) and entry of a Final Judgment and Order Approving Settlement Class members have been filed; in the same or substantially the same form as Exhibit B (b) the time for appeal has expired if an objection has been filed and no appeal has been filed or withdrawn“Judgment”); or (cb) the final resolution of any appeal that has been filed. C. , with the California Court of Appeal or the California Supreme Court rendering a final judgment affirming the Court’s final approval of the Settlement without material modification. With the sole exception of paying the employer’s share of payroll taxes or any increase to the Gross Settlement Amount (as set forth in this Settlement Agreement), Defendants shall fully discharge their obligations to Plaintiff and Class Members through the remittance of the Gross Settlement Amount to the Settlement Administrator as set forth in paragraph 6(B), regardless of whether checks representing individual Settlement Awards are actually received and/or negotiated by Class Members. This is a non-reversionary settlement. The Gross Settlement Amount includes: (1) : All payments (including interest) to the Settlement Class members; (2) Members; All costs of the Settlement Administrator and settlement administration, which are anticipated to be no greater than Twenty-Eight Seven Thousand Two Hundred Fifty Dollars and Zero Cents ($7,250.00); Up to Five Thousand Dollars and Zero Cents ($28,000.00); (35,000.00) Up to Seven Thousand Five Hundred Dollars and Zero Cents ($7,500.00) each for Plaintiffs’ Class/PAGA Plaintiff’s Class Representative Service AwardsAward, in recognition of their his contributions to the LawsuitAction, their and his service to the Settlement Class and PAGA Employees, and their general release of all of their individual claimsClass. Even in the event that the Court reduces or does not approve the requested Class/PAGA Class Representative Service AwardsAward, Plaintiffs Plaintiff shall not have the right to revoke this Settlement Agreement, and this Settlement Agreement shall remain binding. Plaintiffs’ Class/PAGA Representative Service Awards awarded by the Court shall be paid by the Settlement Administrator to Plaintiffs from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court; (4) ; Up to one-third of the Gross Settlement Amount in Class Counsel’s attorneys’ fees [estimated (including up to be Three Hundred Thirty Three Thousand Three Hundred Thirtyone-Three Dollars and Thirty-Three Cents ($333,333.33), unless third of any increase in the Gross Settlement Amount is increased pursuant to Paragraph 5.E. below]13), plus actual costs and expenses incurred by Class Counsel related to the Lawsuit Action as supported by declaration, which are currently estimated to be no greater than TwentyThirty-Five Thousand Dollars and Zero Cents ($25,000.0035,000.00). In the event that the Court reduces or does not approve the requested Class Counsel attorneys’ fees and/or or costs, Class Counsel shall not have the right to revoke this Settlement Agreement, and it will remain binding. Class Counsel’s fees ; and costs awarded by the Court shall be paid by the Settlement Administrator to Class Counsel from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court; and (5) Three Hundred Thirty Thousand Dollars and Zero Cents ($300,000.0030,000.00) of the Gross Settlement Amount has been set aside by the Parties as PAGA civil penalties (“PAGA Penalties”)penalties. Per Labor Code § 2699(i), seventy-five percent (75%) of the PAGA Penaltiessuch penalties, or Two Hundred Twenty-Two Thousand, Five Thousand Hundred Dollars and Zero Cents ($225,000.0022,500.00) will be payable to the Labor & Workforce Development Agency (“LWDA”), and the remaining twenty-five percent (25%) of the PAGA Penalties), or Seventy-Seven Thousand Five Thousand Hundred Dollars and Zero Cents ($75,000.007,500.00), will be payable to the PAGA Employees certain Settlement Class Members as the “PAGA Amount,” as described below. Civil penalties payable to the LWDA shall be paid by the Settlement Administrator to the LWDA from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court. X. Xxxxxxxxx’s Defendants’ share of payroll taxes shall be paid by Defendant Defendants separately from, and in addition to, the Gross Settlement Amount. Unless otherwise provided for in this Agreement, this is the sole exception of a required payment by either Defendant in addition to the Gross Settlement Amount.

Gross Settlement Amount. As consideration, Defendant agrees to pay a “Gross Settlement Amount” of One Million Two Hundred Ninety-Five Thousand Dollars and Zero Cents ($1,000,000.00) (unless such 295,000.00). The Gross Settlement Amount is increased pursuant the maximum amount that Defendant will be obligated to Paragraph 5.E. below) pay under this Stipulation, and under no circumstances shall Defendant be obligated to pay any more than the Gross Settlement Sum, unless otherwise provided for in full and complete settlement of the Action, as follows:this Settlement Agreement. A. The Parties have agreed to engage ILYM Group, Inc. (or other mutually agreeable alternative Phoenix Settlement Administrator) Administrators as the “Settlement Administrator” to administer this Settlement. All administrative costs shall be paid from the Gross Settlement Amount. B. With the exception of the Settlement Administrator’s fees, if required by the Settlement Administrator, the The Gross Settlement Amount shall be deposited by Defendant into a qualified settlement fund set up by the Settlement Administrator for the benefit of participating Settlement Class members. Defendant agrees to deposit the Gross Settlement Amount SB Farms with the Settlement Administrator within thirty ten (3010) calendar days after the “Effective Date” which is defined as the latter of: of (a) the Court's final approval of the settlement if no objections by or on behalf of Settlement Class members have been filedfiled and not withdrawn; (b) the time for appeal has expired if an objection has been filed and no appeal has been filed or withdrawn; or (c) the final resolution of any appeal that has been filed. C. This is a non-reversionary settlement. The Gross Settlement Amount includes: (1) All payments (including interest) to the Settlement Class membersClass; (2) All costs of the Settlement Administrator and settlement administration, which are anticipated to be no greater than Twenty-Eight Eleven Thousand Seven Hundred Fifty Dollars and Zero Cents ($28,000.0011,750.00); (3) Up to Seven Thousand Five Hundred Dollars and Zero Cents ($7,500.00) each for Plaintiffs’ Class/PAGA Plaintiff’s Class Representative Service AwardsAward, in recognition of their his contributions to the Lawsuit, their Action and his service to the Settlement Class and PAGA Employees, and their general release of all of their individual claimsClass. Even in the event that the Court reduces or does not approve the requested Class/PAGA Class Representative Service AwardsAward, Plaintiffs Plaintiff shall not have the right to revoke this Settlement Agreement, and this Settlement Agreement shall remain binding. Plaintiffs’ Class/PAGA Representative Service Awards awarded by the Court shall be paid by the Settlement Administrator to Plaintiffs from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court; (4) Up to one-third of the Gross Settlement Amount in Class Counsel’s attorneys’ fees [estimated to be Three Hundred Thirty Three Thousand Three Hundred Thirty-Three Dollars and Thirty-Three Cents ($333,333.33), unless the Gross Settlement Amount is increased pursuant to Paragraph 5.E. below]fees, plus actual costs and expenses incurred by Class Counsel related to the Lawsuit Action, as supported by declaration, which are currently estimated to be no greater than Twenty-Five Thousand Dollars and Zero Cents ($25,000.00). In the event that the Court reduces or does not approve the requested Class Counsel attorneys’ fees and/or or costs, Class Counsel shall not have the right to revoke this Settlement Agreement, and it will remain binding. Class Counsel’s fees and costs awarded by the Court shall be paid by the Settlement Administrator to Class Counsel from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court; and; (5) Three Hundred Ten Thousand Dollars and Zero Cents ($300,000.0010,000.00) of the Gross Settlement Amount has been set aside by the Parties as PAGA civil penalties (“PAGA Penalties”)penalties. Per Labor Code § 2699(i), seventy-five percent (75%) of the PAGA Penaltiessuch penalties, or Two Seven Thousand Five Hundred Twenty-Five Thousand Dollars and Zero Cents ($225,000.007,500.00) will be payable to the Labor & Workforce Development Agency (“LWDA”), and the remaining twenty-five percent (25%) of the PAGA Penalties), or Seventy-Two Thousand Five Thousand Hundred Dollars and Zero Cents ($75,000.002,500.00), will be payable to the PAGA Employees certain Settlement Class members as the “PAGA Amount,” as described below. Civil penalties payable to Even if the LWDA shall be paid by Court reduces or increase the Settlement Administrator to the LWDA from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members amount set aside as PAGA civil penalties, Plaintiff and the Settlement Administrator has been paid all costs Class Members shall not have the right to revoke this Settlement Agreement, and fees awarded by the Court.it will remain binding; and X. Xxxxxxxxx’s share of (6) Employee and employer payroll taxes shall be paid by Defendant separately fromand contributions (including the employer’s payment of applicable FICA, FUTA, and in addition toSDI contributions, the Gross Settlement Amountetc.) to appropriate local, state, and federal taxing authorities.

Gross Settlement Amount. As consideration, Defendant agrees to pay a “Gross Settlement Amount” of One Million Four Hundred Fifty Thousand Dollars and Zero Cents ($1,000,000.00) (unless such Gross Settlement Amount is increased pursuant to Paragraph 5.E. below450,000.00) in full and complete settlement of the Action, as follows: A. The Parties have agreed to engage ILYM Group, Inc. (or other mutually agreeable alternative Phoenix Settlement Administrator) Administrators as the “Settlement Administrator” to administer this Settlement. All administrative costs shall be paid from the Gross Settlement Amount. B. With the exception of the Settlement Administrator’s fees, if required by the Settlement Administrator, the Gross Settlement Amount shall be deposited by Defendant ICS into a qualified settlement fund set up by the Settlement Administrator for the benefit of participating Participating Settlement Class members. Defendant agrees to deposit the Gross , which are those Settlement Amount with Class members who do not opt out of the Settlement Administrator within thirty (30) calendar days after as described in paragraph 9(C), below. This Settlement shall become effective on the “Effective Date” which is defined as the latter of: (: a) the Court's final approval of the settlement if no objections by or on behalf of Settlement Class members Members have been filed; (b) the time for appeal has expired if an objection has been filed and no appeal has been filed or withdrawn; or (c) the final resolution of any appeal that has been filed. The Gross Settlement Amount shall be paid by Defendant to the Settlement Administrator as follows: (a) one-half ($225,000) of the Gross Settlement Amount within twenty (20) calendar days after the Effective Date, and (b) one-half ($225,000 plus any employer-side taxes owed by Defendant) within six (6) months after the Effective Date. C. This is a non-reversionary settlement. The Gross Settlement Amount includes: (1) All payments (including interest) to the Settlement Class members; (2) All costs of the Settlement Administrator and settlement administration, which are anticipated to be no greater than Twenty-Eight Thousand Dollars and Zero Cents ($28,000.00); (3) Up to Seven Nine Thousand Five Hundred Dollars and Zero Cents ($7,500.009,500.00); (3) each Up to Five Thousand Five Dollars and Zero Cents ($5,000.00) for Plaintiffs’ Class/PAGA Plaintiff’s Class Representative Service AwardsAward, in recognition of their his contributions to the LawsuitAction, their and his service to the Settlement Class and PAGA Employees, and their general release of all of their individual claimsClass. Even in the event that the Court reduces or does not approve the requested Class/PAGA Class Representative Service AwardsAward, Plaintiffs Plaintiff shall not have the right to revoke this Settlement Agreement, and this Settlement Agreement shall remain binding. Plaintiffs’ Class/PAGA Representative Service Awards awarded by the Court shall be paid by the Settlement Administrator to Plaintiffs from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court; (4) Up to one-third of the Gross Settlement Amount in Class Counsel’s attorneys’ fees [estimated to be Three Hundred Thirty Three Thousand Three Hundred Thirty-Three Dollars and Thirty-Three Cents ($333,333.33), unless the Gross Settlement Amount is increased pursuant to Paragraph 5.E. below]fees, plus actual costs and expenses incurred by Class Counsel related to the Lawsuit Action as supported by declaration, which are currently estimated to be no greater than Twenty-Five Forty Thousand Dollars and Zero Cents ($25,000.0040,000.00). In the event that the Court reduces or does not approve the requested Class Counsel attorneys’ fees and/or or costs, Class Counsel shall not have the right to revoke this Settlement Agreement, and it will shall remain binding. Class Counsel’s fees and costs awarded by the Court shall be paid by the Settlement Administrator to Class Counsel from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court; and (5) Three Hundred Ten Thousand Dollars and Zero Cents ($300,000.0010,000.00) of the Gross Settlement Amount has been set aside by the Parties as PAGA civil penalties (“PAGA Penalties”)penalties. Per Labor Code § 2699(i), seventy-five percent (75%) of the PAGA Penaltiessuch penalties, or Two Seven Thousand Five Hundred Twenty-Five Thousand Dollars and Zero Cents ($225,000.007,500.00) will be payable to the Labor & Workforce Development Agency (“LWDA”), and the remaining twenty-five percent (25%) of the PAGA Penalties), or Seventy-Two Thousand Five Thousand Hundred Dollars and Zero Cents ($75,000.002,500.00), will be payable to the PAGA Employees certain Settlement Class members as the “PAGA Amount,” as described below. Civil penalties payable to the LWDA shall be paid by the Settlement Administrator to the LWDA from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court. X. XxxxxxxxxD. Defendant’s share of payroll taxes shall be paid by Defendant separately from, and in addition to, the Gross Settlement Amount.

Gross Settlement Amount. As consideration, Defendant agrees to pay a “Gross Settlement Amount” of One Million Four Hundred Fifteen Thousand Dollars and Zero Cents ($1,000,000.00415,000.00) (unless such Gross Settlement Amount is increased pursuant to Paragraph 5.E. 3.E. below) in full and complete settlement of the Action, as follows: A. The Parties have agreed to engage ILYM Group, Inc. Phoenix Settlement Administrators (or other mutually agreeable alternative Settlement Administrator) as the “Settlement Administrator” to administer this Settlement. All administrative costs shall be paid from the Gross Settlement Amount. B. With the exception of the Settlement Administrator’s fees, if required by the Settlement Administrator, the Gross Settlement Amount shall be deposited by Defendant Dynaflex into a qualified settlement fund set up by the Settlement Administrator for the benefit of participating Settlement Class members. Defendant agrees to deposit the Gross Settlement Amount with the Settlement Administrator within thirty forty-five (3045) calendar days after the “Effective Date” which is defined as the latter of: : (a) the Court's final approval of the settlement if no objections by or on behalf of Settlement Class members have been filed; (b) the time for appeal has expired if an objection has been filed and no appeal has been filed or withdrawn; or (c) the final resolution of any appeal that has been filed. C. This is a non-reversionary settlement. The Gross Settlement Amount includes: (1) All payments (including interest) to the Settlement Class members; (2) All costs of the Settlement Administrator and settlement administration, which are anticipated to be no greater than Twenty-Eight Seven Thousand Dollars and Zero Cents ($28,000.007,000.00); (3) Up to Seven Five Thousand Five Hundred Dollars and Zero Cents ($7,500.005,000.00) each for Plaintiffs’ Class/PAGA Plaintiff’s Class Representative Service AwardsAward, in recognition of their his contributions to the LawsuitAction, their and his service to the Settlement Class and PAGA Employees, and their general release of all of their individual claimsClass. Even in the event that the Court reduces or does not approve the requested Class/PAGA Class Representative Service AwardsAward, Plaintiffs Plaintiff shall not have the right to revoke this Settlement Agreement, and this Settlement Agreement shall remain binding. Plaintiffs’ Class/PAGA Representative Service Awards awarded by the Court shall be paid by the Settlement Administrator to Plaintiffs from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court; (4) Up to one-third of the Gross Settlement Amount in Class Counsel’s attorneys’ fees [estimated to be Three One Hundred Thirty Three Thirty-Eight Thousand Three Hundred Thirty-Three Dollars and Thirty-Three Cents ($333,333.33138,333.33), unless the Gross Settlement Amount is increased pursuant to Paragraph 5.E. 3.E. below], plus actual costs and expenses incurred by Class Counsel related to the Lawsuit Action as supported by declaration, which are Class Counsel currently estimated estimates to be no greater than Twenty-Five Thirty Thousand Dollars and Zero Cents ($25,000.0030,000.00). In the event that the Court reduces or does not approve the requested Class Counsel attorneys’ fees and/or costs, Class Counsel shall not have the right to revoke this Settlement Agreement, and it will remain binding. Class Counsel’s fees and costs awarded by the Court shall be paid by the Settlement Administrator to Class Counsel from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court; and (5) Three Hundred Twenty-Five Thousand Dollars and Zero Cents ($300,000.0025,000.00) of the Gross Settlement Amount has been set aside by the Parties as PAGA civil penalties (“PAGA Penalties”)penalties. Per Labor Code § 2699(i), seventy-five percent (75%) of the PAGA Penaltiessuch penalties, or Two Eighteen Thousand Seven Hundred Twenty-Five Thousand Fifty Dollars and Zero Cents ($225,000.0018,750.00) will be payable to the Labor & Workforce Development Agency (“LWDA”), and the remaining twenty-five percent (25%) of the PAGA Penalties), or Seventy-Five Six Thousand Two Hundred Fifty Dollars and Zero Cents ($75,000.006,250.00), will be payable to the PAGA Employees as the “PAGA Amount,” as described below. Civil penalties payable to the LWDA shall be paid by the Settlement Administrator to the LWDA from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court. X. Xxxxxxxxx’s share of payroll taxes shall be paid by Defendant separately from, and in addition to, the Gross Settlement Amount.

Gross Settlement Amount. As consideration, Defendant agrees to pay a “Gross Settlement Amount” of One Million Seven Hundred Fifty Thousand Dollars and Zero Cents ($1,000,000.001,750,000.00) (unless such Gross Settlement Amount is increased pursuant to Paragraph 5.E. 3.E. below) in full and complete settlement of the Action, as follows: A. The Parties have agreed to engage ILYM Group, Inc. Phoenix Settlement Administrators (or other mutually agreeable alternative Settlement Administrator) as the “Settlement Administrator” to administer this Settlement. All administrative costs shall be paid from the Gross Settlement Amount. B. With the exception of the Settlement Administrator’s fees, if required by the Settlement Administrator, the Gross Settlement Amount shall be deposited by Defendant into a qualified settlement fund set up by the Settlement Administrator for the benefit of participating Settlement Class members. Defendant agrees to deposit the Gross Settlement Amount with the Settlement Administrator within thirty (30) calendar days after the “Effective Date” which is defined as the latter of: (a) the Court's final approval of the settlement if no objections by or on behalf of Settlement Class members have been filed; (b) the time for appeal has expired if an objection has been filed and no appeal has been filed or withdrawn; or (c) the final resolution of any appeal that has been filed. C. This is a non-reversionary settlement. The Gross Settlement Amount includes: (1) All payments (including interest) to the Settlement Class members; (2) All costs of the Settlement Administrator and settlement administration, which are anticipated to be no greater than Twenty-Eight Ten Thousand Dollars and Zero Cents ($28,000.0010,000.00); (3) Up to Seven Thousand Five Hundred Dollars and Zero Cents ($7,500.00) each for Plaintiffs’ Class/PAGA Plaintiff’s Class Representative Service AwardsAward, in recognition of their his contributions to the LawsuitAction, their and his service to the Settlement Class and PAGA Employees, and their general release of all of their individual claimsClass. Even in the event that the Court reduces or does not approve the requested Class/PAGA Class Representative Service AwardsAward, Plaintiffs Plaintiff shall not have the right to revoke this Settlement Agreement, and this Settlement Agreement shall remain binding. Plaintiffs’ Class/PAGA Representative Service Awards awarded by the Court shall be paid by the Settlement Administrator to Plaintiffs from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court; (4) Up to one-third of the Gross Settlement Amount in Class Counsel’s attorneys’ fees [estimated to be Three Five Hundred Thirty Eighty Three Thousand Three Hundred Thirty-Three Dollars and Thirty-Three Cents ($333,333.33583,333.33), unless the Gross Settlement Amount is increased pursuant to Paragraph 5.E. 4.E. below], plus actual costs and expenses incurred by Class Counsel related to the Lawsuit Action as supported by declaration, which are currently estimated to be no greater than Twenty-Five Forty Thousand Dollars and Zero Cents ($25,000.0040,000.00). In the event that the Court reduces or does not approve the requested Class Counsel attorneys’ fees and/or costs, Class Counsel shall not have the right to revoke this Settlement Agreement, and it will remain binding. Class Counsel’s fees and costs awarded by the Court shall be paid by the Settlement Administrator to Class Counsel from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court; and (5) Three Hundred Fifty Thousand Dollars and Zero Cents ($300,000.0050,000.00) of the Gross Settlement Amount has been set aside by the Parties as PAGA civil penalties (“PAGA Penalties”)penalties. Per Labor Code § 2699(i), seventy-five percent (75%) of the PAGA Penaltiessuch penalties, or Two Thirty Seven Thousand Five Hundred Twenty-Five Thousand Dollars and Zero Cents ($225,000.0037,500.00) will be payable to the Labor & Workforce Development Agency (“LWDA”), and the remaining twenty-five percent (25%) of the PAGA Penalties), or Seventy-Twelve Thousand Five Thousand Hundred Dollars and Zero Cents ($75,000.0012,500.00), will be payable to the PAGA Employees certain Settlement Class members as the “PAGA Amount,” as described below. Civil penalties payable to the LWDA shall be paid by the Settlement Administrator to the LWDA from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court. X. Xxxxxxxxx’s share of payroll taxes shall be paid by Defendant separately from, and in addition to, the Gross Settlement Amount.

Gross Settlement Amount. As consideration, Defendant agrees to pay a “Gross Settlement Amount” of One Million Three Hundred Twenty-Five Thousand Dollars and Zero Cents ($1,000,000.00325,000.00) (unless such Gross Settlement Amount is increased pursuant to Paragraph 5.E. 4.D. below) in full and complete settlement of the Action, as follows: A. The Parties have agreed to engage ILYM Group, Inc. (or other mutually agreeable alternative Phoenix Settlement Administrator) Administrators as the “Settlement Administrator” to administer this Settlement. All administrative costs due and owing to the Settlement Administrator shall be paid from the Gross Settlement Amount. B. With the exception of the Settlement Administrator’s fees, if required by the Settlement Administrator, the Gross Settlement Amount shall be deposited by Defendant into a qualified settlement fund set up by the Settlement Administrator for the benefit of participating Settlement Class membersmembers and PAGA Employees. Defendant agrees to deposit the Gross Settlement Amount with the Settlement Administrator within thirty (30) calendar days after this Agreement is executed by all Parties. If the “Effective Date” which Settlement is defined as the latter of: (a) not finally approved by the Court's final approval of , the settlement if no objections by or on behalf of Gross Settlement Class members have been filed; (b) the time for appeal has expired if an objection has been filed and no appeal has been filed or withdrawn; or (c) the final resolution of any appeal that has been filedAmount shall be returned to Defendant. C. This is a non-reversionary settlement. The Gross Settlement Amount includes: (1) All payments (including interest) to the Settlement Class members; (2) All costs of the Settlement Administrator and settlement administration, which are anticipated to be no greater than Twenty-Eight Ten Thousand Dollars and Zero Cents ($28,000.0010,000.00); (3) Up to Seven Five Thousand Five Hundred Dollars and Zero Cents ($7,500.005,000.00) each for Plaintiffs’ Class/PAGA Plaintiff’s Class Representative Service AwardsAward, in recognition of their her contributions to the LawsuitAction, their and her service to the Settlement Class and PAGA Employees, and their general release of all of their individual claimsClass. Even in In the event that the Court reduces or does not approve the requested Class/PAGA Class Representative Service AwardsAward, Plaintiffs Plaintiff shall not have the right to revoke this Settlement Agreement, and this Settlement Agreement shall remain binding. Plaintiffs’ Class/PAGA Representative Service Awards awarded by the Court shall be paid by the Settlement Administrator to Plaintiffs from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court; (4) Up to one-third of the Gross Settlement Amount in Class Counsel’s attorneys’ fees [estimated to be One Hundred Eight Thousand Three Hundred Thirty Three Thousand Three Hundred Thirty-Three Dollars and Thirty-Thirty Three Cents ($333,333.33108,333.33), unless the Gross Settlement Amount is increased pursuant to Paragraph 5.E. 4.D. below], plus actual costs and expenses incurred by Class Counsel related to the Lawsuit Action as supported by declaration, which are currently estimated to be no greater than Twenty-Five Fifteen Thousand Dollars and Zero Cents ($25,000.0015,000.00). In the event that the Court reduces or does not approve the requested Class Counsel attorneys’ fees and/or costs, Class Counsel shall not have the right to revoke this Settlement Agreement, and it will remain binding. Class Counsel’s fees and costs awarded by the Court shall be paid by the Settlement Administrator to Class Counsel from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court; and (5) Three Hundred Ten Thousand Dollars and Zero Cents ($300,000.0010,000.00) of the Gross Settlement Amount has been set aside by the Parties as PAGA civil penalties (“PAGA Penalties”)penalties. Per Labor Code § 2699(i), seventy-five percent (75%) of the PAGA Penaltiessuch penalties, or Two Seven Thousand Five Hundred Twenty-Five Thousand Dollars and Zero Cents ($225,000.007,500.00) will be payable to the Labor & Workforce Development Agency (“LWDA”), and the remaining twenty-five percent (25%) of the PAGA Penalties), or Seventy-Two Thousand Five Thousand Hundred Dollars and Zero Cents ($75,000.002,500.00), will be payable to the PAGA Employees certain Settlement Class members as the “PAGA Amount,” as described below. D. Unexpected Workweeks/Escalator Clause. Civil penalties payable to the LWDA shall be paid Defendant represents that there are an estimated 38,000 workweeks worked by the Settlement Administrator Class Members during the Class Period. If the number of weeks worked by the Class Members during the Class Period is more than 10% greater than this figure (i.e., if there are 41,800 or more workweeks worked by the settlement Class Members during the Class Period), Defendant agrees to the LWDA from increase the Gross Settlement Amount only after Settlement on a proportional basis (i.e., if there was 12% increase in the number workweeks worked during the Class member’s Settlement Awards have been mailed Period, Defendant would agree to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court. X. Xxxxxxxxx’s share of payroll taxes shall be paid by Defendant separately from, and in addition to, increase the Gross Settlement AmountAmount by 12%).

Gross Settlement Amount. As consideration, Defendant agrees to pay a “Gross Settlement Amount” of One Million Three Hundred Fifty Thousand Dollars and Zero Cents ($1,000,000.00) (unless such Gross Settlement Amount is increased pursuant to Paragraph 5.E. below1,350,000) in full and complete settlement of the Action, as follows: A. The Parties have agreed to engage ILYM Group, Inc. (or other mutually agreeable alternative Phoenix Settlement Administrator) Administrators as the “Settlement Administrator” to administer this Settlement. All administrative costs shall be paid from the Gross Settlement Amount. B. With the exception of the Settlement Administrator’s fees, if required by the Settlement Administrator, the The Gross Settlement Amount shall be deposited by Defendant into a qualified settlement fund set up by the Settlement Administrator for the benefit of participating Settlement Class membersMembers. Defendant will have the option to pay the Gross Settlement Amount in two (2) payments up to 90 days apart to the Administrator with the first payment commencing 30 days after the Effective Date of the Settlement and the second payment due no later than 120 days of the Effective Date. Defendant agrees to deposit the full amount of the Gross Settlement Amount with the Settlement Administrator within thirty (30) calendar by no later than 120 days after the Effective Date. “Effective Date” which is defined as for performance and payment by Defendant shall be no sooner than the latter of: date when all of the following events have occurred: (a) the Court's final approval of the settlement if no objections Settlement Agreement and related documents are approved and executed by or on behalf of Settlement all Parties and by Class members have been filedCounsel and Defense Counsel; (b) the time for appeal Court has expired if an objection given preliminary approval to the Settlement; (c) notice has been filed given to the Settlement Class Members providing them with an opportunity to Opt-Out of the Class Settlement; (d) the Court has held a Final Approval and no appeal Fairness Hearing and entered a final order and judgment certifying the Class and approving this Stipulation; (e) notice of final judgment has been filed given to the Settlement Class Members pursuant to California Rules of Court, rule 3.771(b); and (f) the later of the following events: (1) the expiration of the period for filing any appeal, writ, or withdrawnother appellate proceeding opposing the Class Settlement has elapsed without any appeal, writ or other appellate proceeding having been filed; (2) or the dismissal of any appeal, writ, or other appellate proceeding opposing the Class Settlement with no right to pursue further remedies or relief; or (c3) any appeal, writ, or the issuance of such other final resolution appellate order upholding the Court’s final order with no right to pursue further remedies or relief or (4) July 30, 2021. In the event there is a timely filed motion to set aside judgment or to intervene, the expiration of the period for filing any appeal that has been filedappeal, writ, or other appellate proceeding opposing the Class Settlement will be based on the later of the court’s ruling or order on any such motion or entry of final order and judgment certifying the Class and approving this Stipulation but in no event will any payment be required sooner than July 30, 2021. C. With the sole exception of paying the employer’s share of payroll taxes or any increase to the Gross Settlement Amount (as set forth in this Settlement Agreement), Defendant shall fully discharge its obligations to Plaintiff and Class Members through the remittance of the Gross Settlement Amount, in full, to the Settlement Administrator as set forth in paragraph 5(B), regardless of whether checks representing individual Settlement Awards are actually received and/or negotiated by Class Members. D. This is a non-reversionary settlement. The Gross Settlement Amount includes: (1) All payments (including interest) to the Settlement Class membersMembers; (2) All costs of the Settlement Administrator and settlement administration, which are anticipated to be no greater than TwentyThirty-Eight Thousand Dollars and Zero Cents ($28,000.00); (3) Up to Seven Five Thousand Five Hundred Dollars and Zero Cents ($7,500.0035,500.00); (3) each Up to Five Thousand Dollars and Zero Cents ($5,000.00) for Plaintiffs’ Class/PAGA Plaintiff’s Class Representative Service AwardsAward, in recognition of their his contributions to the LawsuitAction, their and his service to the Settlement Class and PAGA Employees, and their general release of all of their individual claimsClass. Even in the event that the Court reduces or does not approve the requested Class/PAGA Class Representative Service AwardsAward, Plaintiffs Plaintiff shall not have the right to revoke this Settlement Agreement, and this Settlement Agreement shall remain binding. Plaintiffs’ Class/PAGA Representative Service Awards awarded by the Court shall be paid by the Settlement Administrator to Plaintiffs from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court; (4) Up to one-third of the Gross Settlement Amount in Class Counsel’s attorneys’ fees [estimated (including up to be Three Hundred Thirty Three Thousand Three Hundred Thirtyone-Three Dollars and Thirty-Three Cents ($333,333.33), unless third of any increase in the Gross Settlement Amount is increased pursuant to Paragraph 5.E. below]12), plus actual costs and expenses incurred by Class Counsel related to the Lawsuit Action as supported by declaration, which are currently estimated to be no greater than Twenty-Twenty- Five Thousand Dollars and Zero Cents ($25,000.00). In the event that the Court reduces or does not approve the requested Class Counsel attorneys’ fees and/or or costs, Class Counsel shall not have the right to revoke this Settlement Agreement, and it will remain binding. Class Counsel’s fees and costs awarded by the Court shall be paid by the Settlement Administrator to Class Counsel from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court; and (5) Three Hundred Forty Thousand Dollars and Zero Cents ($300,000.0040,000.00) of the Gross Settlement Amount has been set aside by the Parties as PAGA civil penalties (“PAGA Penalties”)penalties. Per Labor Code § 2699(i), seventy-five percent (75%) of the PAGA Penaltiessuch penalties, or Two Hundred Twenty-Five Thirty Thousand Dollars and Zero Cents ($225,000.0030,000.00) will be payable to the Labor & Workforce Development Agency (“LWDA”), and the remaining twenty-five percent (25%) of the PAGA Penalties), or Seventy-Five Ten Thousand Dollars and Zero Cents ($75,000.0010,000.00), will be payable to the PAGA Employees certain Settlement Class Members as the “PAGA Amount,” as described below. Civil penalties payable to the LWDA shall be paid by the Settlement Administrator to the LWDA from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court. X. Xxxxxxxxx’s share of payroll taxes shall be paid by Defendant separately from, and in addition to, the Gross Settlement Amount. Unless otherwise provided for in this Agreement, this is the sole exception of a required payment by either Defendant in addition to the Gross Settlement Amount.

Gross Settlement Amount. As consideration, Defendant agrees to pay a non-reversionary maximum amount (“Gross Settlement Amount” ”) of One Million Dollars and Zero Cents ($1,000,000.00) (unless such Gross Settlement Amount is increased pursuant to Paragraph 5.E. below) 2,300,000.00 in full and complete settlement of the Actionthis matter, as follows: A. The Parties have agreed to engage ILYM Group, Inc. (or other mutually agreeable alternative Phoenix Settlement Administrator) Administrators as the “Settlement Administrator” to administer this the Settlement. All administrative costs The Parties each represent that they do not have any financial interest in the Settlement Administrator or otherwise have a relationship with the Settlement Administrator that could create a conflict of interest. B. Defendant shall be paid from fund the Gross Settlement Amount. B. With the exception of Amount pursuant to the Settlement Administrator’s fees, if required by the Settlement Administrator, the Gross Settlement Amount shall be deposited by Defendant into a qualified settlement fund set up by the Settlement Administrator for the benefit of participating Settlement Class members. Defendant agrees to deposit the Gross Settlement Amount with the Settlement Administrator wire transfer instructions within thirty (30) calendar days after following the “Effective Date” which is defined as the latter of: (a) the Court's final approval of the settlement if no objections by or on behalf of Settlement Class members have been filed; (b) the time for appeal has expired if an objection has been filed and no appeal has been filed or withdrawn; or (c) the final resolution of any appeal that has been filed. C. This is a non-reversionary settlement. The Gross Settlement Amount includes: (1) All payments (including interest) Individual Settlement Payments to the Settlement Class membersMembers and Individual PAGA Payments to Class Members; (2) All fees and costs of the Settlement Administrator associated with the administration of the Settlement (“Settlement Administration Fees and settlement administration, which are anticipated to be no greater than Twenty-Eight Thousand Dollars and Zero Cents ($28,000.00Costs”); (3) Up to Seven Thousand Five Hundred Dollars and Zero Cents ($7,500.00) each for Plaintiffs’ Class/PAGA Representative Service Awards, 8,500 to Plaintiff in recognition of their Plaintiff’s contributions to the Lawsuit, their Lawsuit and her service to the Settlement Class and PAGA Employees, and their general release of all of their individual claims(“Class Representative Enhancement Payment”). Even in the event that the Court reduces or does not approve the requested Class/PAGA Class Representative Service AwardsEnhancement Payment, Plaintiffs Plaintiff shall not have the right to revoke this Settlement AgreementSettlement, and this Settlement Agreement shall it will remain binding. Plaintiffs’ Class/PAGA Representative Service Awards awarded by the Court shall be paid by the Settlement Administrator to Plaintiffs from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court; (4) Up to one-third thirty five percent (35%) of the Gross Settlement Amount ($805,000.00) in Class Counsel’s attorneys’ fees [estimated to be Three Hundred Thirty Three Thousand Three Hundred Thirty-Three Dollars and Thirty-Three Cents ($333,333.33), unless the Gross Settlement Amount is increased pursuant to Paragraph 5.E. below]fees, plus actual costs and expenses incurred by Class Counsel related to the Lawsuit Lawsuit, which are not to exceed $50,000 (collectively, “Attorneys’ Fees and Costs”), as supported by declaration, which are currently estimated to be no greater than Twenty-Five Thousand Dollars and Zero Cents ($25,000.00). In Even in the event that the Court reduces or does not approve the requested Class Counsel attorneysAttorneys’ fees and/or costsFees and Costs, Class Counsel Plaintiff shall not have the right to revoke this Settlement AgreementSettlement, and it will remain binding. Class Counsel’s fees and costs awarded by the Court shall be paid by the Settlement Administrator to Class Counsel from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court; and; (5) Three Hundred Thousand Dollars and Zero Cents ($300,000.00) 250,000.00 of the Gross Settlement Amount has been set aside by the Parties that shall be allocated as PAGA civil penalties pursuant to PAGA (“PAGA Penalties”). Per California Labor Code § section 2699(i), seventy-five percent (75%) % of the such PAGA Penalties, or Two Hundred Twenty-Five Thousand Dollars and Zero Cents ($225,000.00) 187,500.00, will be payable to the Labor & Workforce Development Agency LWDA for its share of the PAGA Penalties (“LWDALWDA Payment”), and the remaining twenty-five percent (25%) of the PAGA Penalties, or Seventy-Five Thousand Dollars and Zero Cents ($75,000.00)62,500.00, will be payable to the PAGA Employees as the Class Members on a pro rata basis based on their Workweeks (“Employee PAGA Amount,” as described below”); and (6) The employee’s portion of all federal, state, and local taxes that may be owed by employee by virtue of the receipt of their Individual Settlement Payment provided under this Agreement. Civil penalties payable Defendant shall pay its portion of all federal, state, and local taxes on the wages portion of Individual Settlement Payments provided under this Agreement, separately and in addition to the LWDA shall Gross Settlement Amount. Plaintiff agrees to indemnify and hold Defendant harmless from any and all liability, including, without limitation, all penalties, interest, and other costs that may be paid imposed by the Settlement Administrator Internal Revenue Service or other governmental agencies regarding any tax obligations that may arise from the monetary consideration made to Plaintiff under this Agreement. X. Xxxxxxxxx represents that the LWDA total number of Workweeks from March 29, 2015 to June 20, 2020 is 48,954. If this number increases by more than 10% for the same time period, then the Gross Settlement Amount shall correspondingly increase by the same percentage. E. Within fourteen (14) calendar days following the funding of the Gross Settlement Amount, the Settlement Administrator will distribute the Court-approved LWDA Payment to the LWDA, Attorneys’ Fees and Costs to Class Counsel, Class Representative Enhancement Payment to Plaintiff, and Settlement Administration Fees and Costs to itself, only after Individual Settlement Class member’s Settlement Awards Payments have been mailed to Settlement Class members Members and the Settlement Administrator has Individual PAGA Payments have been paid all costs and fees awarded by the Courtmailed to Class Members. X. Xxxxxxxxx’s share of payroll taxes shall be paid by Defendant separately from, and in addition to, the Gross Settlement Amount.

Gross Settlement Amount. As consideration, Defendant agrees to pay a non-reversionary “Gross Settlement Amount” of One Million Dollars Six Hundred Thousand and Zero Cents ($1,000,000.00) (unless such Gross Settlement Amount is increased pursuant to Paragraph 5.E. below600,000.00) in full and complete settlement of the Action, as follows: A. The Parties have agreed to engage ILYM Group, Inc. (or other mutually agreeable alternative Phoenix Settlement Administrator) Administrators as the “Settlement Administrator” to administer this Settlement. All administrative costs shall be paid from the Gross Settlement Amount. B. With the exception of the Settlement Administrator’s fees, if required by the Settlement Administrator, Defendant will fund the Gross Settlement Amount shall be deposited by Defendant into a qualified settlement fund set up by the Settlement Administrator for the benefit of participating Settlement Class members. Defendant agrees to deposit the Gross Settlement Amount with the Settlement Administrator within thirty (30) calendar days after the “Effective Date” which is defined as the latter of: (a) receipt of the Court's ’s order granting final approval of the settlement if no objections by or on behalf of Settlement, which the Settlement Class members have been filed; Administrator shall hold in an established Qualified Settlement Fund (b) the time for appeal has expired if an objection has been filed and no appeal has been filed or withdrawn; or (c) the final resolution of any appeal that has been filed“QSF”). C. This is a non-reversionary settlement. The Gross Settlement Amount includes: (1) All payments (including interest) to the Settlement Class members; (2) All costs of the Settlement Administrator and settlement administration, which are anticipated to be no greater than Twenty-Eight Thousand Eight Hundred Fifty Dollars and Zero Cents ($28,000.008,850.00); (3) Up to Seven Five Thousand Five Hundred Dollars and Zero Cents ($7,500.005,000.00) each for Plaintiffs’ Class/PAGA Plaintiff’s Class Representative Service Awards, Enhancement Payment in recognition of their for Plaintiff’s contributions to the Lawsuit, their Action and Plaintiff’s service to the Settlement Class and PAGA Employees, and their general release of all of their individual claimsClass. Even in In the event that the Court reduces or does not approve the requested Class/PAGA Class Representative Service AwardsEnhancement Payment, Plaintiffs Plaintiff shall not have the right to revoke this Settlement Agreement, and this the Settlement Agreement shall remain binding. Plaintiffs’ Class/PAGA Representative Service Awards awarded by the Court shall be paid by the Settlement Administrator to Plaintiffs from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members for that reason, and the Settlement Administrator has been paid all costs and fees awarded by the Courtwill remain binding; (4) Up to one-third (33.33%) of the Gross Settlement Amount in Class Counsel’s attorneys’ fees [(currently estimated to be Three Hundred Thirty Three Thousand Three Hundred Thirty-Three Dollars and Thirty-Three Cents (at $333,333.33200,000.00), unless the Gross Settlement Amount is increased pursuant to Paragraph 5.E. below], plus actual costs and expenses incurred by Class Counsel related to the Lawsuit Action as supported by declaration, which are currently estimated to be no greater than Twenty-Five Thousand Dollars and Zero Cents ($25,000.00). In the event that the Court reduces or does not approve the requested Class Counsel attorneys’ fees and/or or costs, Class Counsel shall not have the right to revoke this the Settlement AgreementAgreement based on that reason, and it the Settlement will remain binding. Class Counsel’s fees and costs awarded by the Court shall be paid by the Settlement Administrator to Class Counsel from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court; and (5) Three Hundred Forty Thousand Dollars and Zero Cents ($300,000.0040,000.00) of the Gross Settlement Amount has been set aside by the Parties as PAGA civil penalties (“PAGA Penalties”)penalties. Per Labor Code § 2699(i), seventy-five percent (75%) % of the PAGA Penaltiessuch penalties, or Two Hundred Twenty-Five Thirty Thousand Dollars and Zero Cents ($225,000.00) 30,000.00), will be payable to the California Labor & Workforce Development Agency (“LWDA”), and the remaining twenty-five percent (25%) of the PAGA Penalties, or Seventy-Five Ten Thousand Dollars and Zero Cents ($75,000.0010,000.00), will be payable to the PAGA Aggrieved Employees as the “PAGA Amount,” as described below. Civil penalties payable . D. Any reduction by the Court of these requests will revert to the LWDA shall be paid by the Net Settlement Administrator Amount for distribution to the LWDA from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Courtwho do not opt-out. X. Xxxxxxxxx’s share of payroll taxes shall be paid by Defendant separately from, and in addition to, the Gross Settlement Amount.

Gross Settlement Amount. As consideration, Defendant agrees to pay a “Gross Settlement Amount” of One Million Hundred Fifty Thousand Dollars and Zero Cents ($1,000,000.00) (unless such Gross Settlement Amount is increased pursuant to Paragraph 5.E. below150,000.00) in full and complete settlement of the Action, as follows: A. The Parties have agreed to engage ILYM Group, Inc. Phoenix Settlement Administrators (or other mutually agreeable alternative Settlement Administrator) as the “Settlement Administrator” to administer this Settlement. All administrative costs shall be paid from the Gross Settlement Amount. B. With the exception of the Settlement Administrator’s fees, if required by the Settlement Administrator, the The Gross Settlement Amount shall be deposited by Defendant into a qualified settlement fund set up by the Settlement Administrator for the benefit of the participating Settlement Class members. Defendant agrees to deposit , in four (4) equal installments of $37,500.00, with the first payment due within ten (10) calendar days of the date the Court enters the Final Approval Order/Judgment followed by three more payments of $37,500 each starting six months after Final Approval Order/Judgment is entered and every six months thereafter until the Gross Settlement Amount with the Settlement Administrator within thirty (30) calendar days after the “Effective Date” which is defined as the latter of: (a) the Court's final approval of the settlement if no objections by or on behalf of Settlement Class members have been filed; (b) the time for appeal has expired if an objection has been filed and no appeal has been filed or withdrawn; or (c) the final resolution of any appeal that has been filedfully funded. C. This is a non-reversionary settlement. The Gross Settlement Amount includes: (1) All payments (including interest) to the Settlement Class members; (2) All costs of the Settlement Administrator and settlement administration, which are anticipated to be no greater than Twenty-Eight Five Thousand Nine Hundred Fifty Dollars and Zero Cents ($28,000.005,950.00); (3) Up to Seven Five Thousand Five Hundred Dollars and Zero Cents ($7,500.005,000.00) each for Plaintiffs’ Class/PAGA Plaintiff’s Class Representative Service AwardsAward, in recognition of their his contributions to the LawsuitAction, their his service to the Settlement Class and PAGA EmployeesClass, and their his general release of all of their individual claims. Even in the event that the Court reduces or does not approve the requested Class/PAGA Representative Service Awards, Plaintiffs shall not have the right to revoke this Settlement Agreementclaims against Defendant, and this Settlement Agreement shall remain binding. Plaintiffs’ Class/PAGA Representative Service Awards awarded by waiver under section 1542 of the Court shall be paid by the Settlement Administrator to Plaintiffs from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the CourtCivil Code as set forth above; (4) Up to one-third of the Gross Settlement Amount in Class Counsel’s attorneys’ fees [estimated to be Three Hundred Thirty Three Thousand Three Hundred Thirty-Three Dollars and Thirty-Three Cents ($333,333.33), unless the Gross Settlement Amount is increased pursuant to Paragraph 5.E. below], plus actual costs and expenses incurred by Class Counsel related to the Lawsuit Action as supported by declaration, which are currently estimated to be no greater than Twenty-Five Eighteen Thousand Dollars and Zero Cents ($25,000.0018,000.00). Class Counsel’s attorneys’ fees are currently estimated to be Fifty Thousand Dollars and Zero Cents ($50,000.00). In the event that the Court reduces or does not approve the requested Class Counsel attorneys’ fees and/or costs, Class Counsel shall not have the right to revoke this Settlement Agreement, and it will remain binding. Class Counsel’s fees and costs awarded by the Court shall be paid by the Settlement Administrator to Class Counsel from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court; and (5) Three Hundred Ten Thousand Dollars and Zero Cents ($300,000.0010,000.00) of the Gross Settlement Amount has been set aside by the Parties as PAGA civil penalties (“PAGA Penalties”)penalties. Per Labor Code § 2699(i), seventy-five percent (75%) of the PAGA Penaltiessuch penalties, or Two Seven Thousand Five Hundred Twenty-Five Thousand Dollars and Zero Cents ($225,000.007,500.00) will be payable to the Labor & Workforce Development Agency (“LWDA”), and the remaining twenty-five percent (25%) of the PAGA Penalties), or Seventy-Two Thousand Five Thousand Hundred Dollars and Zero Cents ($75,000.002,500.00), will be payable to the PAGA Employees certain Settlement Class members as the “PAGA Amount,” as described below. Civil penalties payable to the LWDA shall be paid by the Settlement Administrator to the LWDA from the Gross Settlement Amount only after Settlement Class member’s Settlement Awards have been mailed to Settlement Class members and the Settlement Administrator has been paid all costs and fees awarded by the Court. X. Xxxxxxxxx’s share of payroll taxes shall be paid by Defendant separately from, and in addition to, the Gross Settlement Amount.