Common use of Settlement Amount Clause in Contracts

Settlement Amount. 5.1. In consideration for the terms and conditions of this Agreement, including the Release set forth in Paragraph 12 below, Xxxxx Fargo agrees to deposit into the QSF a maximum settlement amount of Thirty-Five Million Dollars ($35,000,000.00), which amount is referred to herein as the “Maximum Settlement Amount.” The Maximum Settlement Amount does not include the employer’s share of payroll taxes applicable to the Settlement Payments, which shall be paid by the Bank to applicable government taxing authorities in addition to the Maximum Settlement Amount. Settlement Payments cashed by Settlement Participants; any portion of the Reserve Amount used in making Settlement Payments; Court-approved service awards paid to Plaintiffs and Opt-In Plaintiffs; Court-approved attorneys’ fees and costs paid to Class Counsel; Court-approved fees and costs paid to the Administrator; and the employee’s share of payroll taxes paid from the QSF to the federal, state, and local taxing authorities will collectively be the “Gross Settlement Amount.” In no event will the Gross Settlement Amount exceed the Maximum Settlement Amount. 5.2. The Administrator shall set aside One Hundred Thousand Dollars ($100,000.00) of the Maximum Settlement Amount (the “Reserve Amount”) to cover any correctible errors or omissions in determining the settlement amounts to be paid to Claimants or to individuals who were not, but later correctly assert that they should have been, included in the Settlement Collective or Settlement Class (“Excluded Individuals”). Once the Reserve Amount is exhausted, Xxxxx Fargo shall not be obligated to, and shall have sole discretion in deciding whether to, make payments as a result of timely, proven disputes by Claimants and Excluded Individuals. 5.3. The Maximum Settlement Amount less all of the following is the “Net Settlement Amount”: (i) all fees and costs of the Administrator for settlement administration as finally approved by the Court; (ii) Class Counsel’s attorneys’ fees and costs as finally approved by the Court; (iii) Plaintiffs’ and Opt-In Plaintiffs’ service awards as finally approved by the Court; and

Settlement Amount. 5.1. In consideration for 3.1 Contingent on the terms and conditions approval of this Agreementthe Settlement Agreement by the B.C. Court (and/or the Quebec Court, including as necessary), the Release set forth in Paragraph 12 below, Xxxxx Fargo agrees Settling Defendants have agreed to deposit into pay the QSF a maximum settlement amount of Thirty-Five Million Dollars CDN $2,750,000 all inclusive ($35,000,000.00), which amount is referred to herein as the “Maximum Settlement Amount”) on behalf of the Settling Defendants, without any admission of liability, in accordance with this Settlement Agreement.” 3.2 The Maximum Parties acknowledge that funds will be required to pay for the Notice to class members prior to the issuance of the Settlement Amount does not include Approval Order, defined hereinbelow at section 11. These amounts will be remitted by the employer’s share of payroll taxes applicable Settling Defendants to the Settlement PaymentsAdministrator to effect the Notice of the Settlement Approval Hearing described in section 11.1 and will be deducted from the Settlement Amount. The remainder of the Settlement Amount will be remitted to Settlement Administrator in trust within thirty (30) business days of the Effective Date, unless otherwise ordered by the B.C. Court. 3.3 The Settlement Amount shall be provided in full satisfaction of the Released Claims against the Releasees. 3.4 The Settlement Amount shall be all inclusive of all administration costs (including notice ), Class Counsel Fees, interest, costs, taxes, and any other expense whatsoever, though excluding translation costs, which shall will be paid borne by the Bank Defendants. 3.5 The Settling Defendants shall have no obligation to applicable government taxing authorities pay to the Plaintiffs or the Class Members or any other party any amount in addition to the Maximum Settlement Amount. , for any reason, pursuant to or in furtherance of this Settlement Payments cashed by Settlement Participants; any portion Agreement or the Proceedings. 3.6 Upon payment of the Reserve Settlement Amount used to the Settlement Administrator after the Effective Date, the Settlement Administrator shall distribute the Settlement Amount as follows, subject to the approval of the B.C. Court: (a) As set out in making Settlement Payments; Court-approved service awards paid to Plaintiffs and Opt-In Plaintiffs; Court-approved attorneys’ fees and costs paid section 5, to Class Counsel; Counsel on account of Class Counsel Fees inclusive of all disbursements and applicable taxes, as approved by the B.C. Court-approved fees and costs paid ; (b) As set out in section 6, to Class Counsel on account of any Honourarium awarded individually to the Administrator; Plaintiff Xxxxxxxx, as approved by the B.C. Court; (c) As set out in section 10 and Schedule A, to pay the costs of the Settlement Administrator under the Distribution Protocol, as approved by the B.C. Court; (d) As set out in section 10, to Class Members under the Distribution Protocol, as approved by the B.C. Court; (e) Following adjudication and payment of claims under the Distribution Protocol, six months after the Effective Date, any undistributed funds remaining will be distributed, as a cy près donation, with 50% of undistributed amounts going to the Law Foundation of British Columbia and the employeeother 50% to one or more charitable organizations, agreed by the Parties, that may reasonably be expected to benefit Class Members. (f) To the extent that section 9.2 is engaged, then subsections 3.6(a) to (d) will be modified as follows: (i) The Quebec Class’s share of payroll taxes paid from the QSF to the federal, state, and local taxing authorities will collectively be the “Gross Settlement Amount.” In no event will the Gross Settlement Amount exceed the Maximum Settlement Amount.shall be 23%; 5.2. The Administrator shall set aside One Hundred Thousand Dollars ($100,000.00) of the Maximum Settlement Amount (the “Reserve Amount”) to cover any correctible errors or omissions in determining the settlement amounts to be paid to Claimants or to individuals who were not, but later correctly assert that they should have been, included in the Settlement Collective or Settlement Class (“Excluded Individuals”). Once the Reserve Amount is exhausted, Xxxxx Fargo shall not be obligated to, and shall have sole discretion in deciding whether to, make payments as a result of timely, proven disputes by Claimants and Excluded Individuals. 5.3. The Maximum Settlement Amount less all of the following is the “Net Settlement Amount”: (i) all fees and costs of the Administrator for settlement administration as finally approved by the Court; (ii) Class Counsel’s attorneys’ Counsel will ask the Quebec Court to approve fees and costs as finally approved by on 23% of the Court; Settlement Amount; (iii) Plaintiffs’ and Opt-In Plaintiffs’ service awards as finally approved The Regulation respecting the percentage withheld by the Fonds d’aide aux actions collectives will apply on any remaining balance of the 23% share of the Settlement Amount attributable to the Quebec Class ; (iv) The Distribution Protocol will be administered jointly for the Class and the Quebec Class; (v) Following adjudication and payment of claims under the Distribution Protocol, six months after the Effective Date, any funds remaining attributable to the Quebec Class’s 23% share of the Settlement Amount will be distributed as a cy près donation to one or more charitable organizations whose mission relates to promoting the wellbeing of those who consume video games and the Quebec Class, as agreed by the Parties, and subject to the approval of the Court; and.

Settlement Amount. 5.1. In consideration for the terms and conditions of this Agreement, including the Release set forth in Paragraph 12 below, Xxxxx Fargo (A) Defendant agrees to deposit into the QSF pay a maximum settlement amount total Gross Settlement Amount of Thirty-Five Million Dollars ($35,000,000.005,000,000.00), which amount is referred shall fully and finally resolve and satisfy any and all amounts to herein be paid to, or on behalf of, Settlement Class Members, any Court-approved Service Payment to the Named Plaintiff as more fully set forth herein, any claim for Attorneys’ Fees and Litigation Expenses approved by the “Maximum Court, the Employer’s Share of Taxes payable with respect to amounts payable to Settlement Class Members, the Named Plaintiff, and the Service Payment up to an aggregate of twenty percent (20%) of the Net Settlement Amount.” The Maximum , and any Settlement Amount does not include the employerAdministrator’s share fees and costs in excess of payroll taxes applicable Fifty Thousand Dollars ($50,000). Defendant agrees to pay the Settlement PaymentsAdministrator’s fees and costs up to Fifty Thousand Dollars ($50,000), which shall be paid by and the Bank Employer’s Share of Taxes payable with respect to applicable government taxing authorities amounts payable to Settlement Class Members, the Named Plaintiff, and the Service Payment in excess of twenty percent (20%) of the Net Settlement Amount, separate from and in addition to the Maximum Gross Settlement Amount. Other than Settlement Payments cashed by Settlement Participants; any portion of the Reserve Amount used in making Settlement Payments; Court-approved service awards paid to Plaintiffs and Opt-In Plaintiffs; Court-approved attorneys’ Administrator’s fees and costs paid up to Class Counsel; Court-approved fees Fifty Thousand Dollars ($50,000) and costs paid to the Administrator; and the employeeEmployer’s share of payroll taxes paid from in excess of the QSF amount allocated in Section 3.4(B) below, Defendant will not be required to pay more than the federal, state, and local taxing authorities will collectively be gross total of Five Million Dollars ($5,000,000.00) under the “Gross Settlement Amount.” In no event will terms of this Agreement. No portion of the Gross Settlement Amount exceed the Maximum Settlement Amountwill revert to Defendant. 5.2(B) By no later than twenty (20) days after the date of Preliminary Approval Order, Defendant shall deposit the Gross Settlement Amount into the QSF. The Settlement Administrator shall set aside One Hundred Thousand Dollars ($100,000.00) of will act as escrow agent and will have the Maximum authority to release the Gross Settlement Amount (from escrow immediately for purposes of administering the “Reserve Amount”Settlement reflected in this Agreement immediately following the Settlement Effective Date. The Settlement Administrator will make any relation-back election available with respect to the QSF under Treasury Regulation § 1.468B-1(j)(2)(ii) to cover any correctible errors or omissions in determining cause the settlement amounts fund to be paid to Claimants or to individuals who were nottreated as a QSF for federal income tax purposes as early in time as is possible. (C) Within thirty (30) calendar days following the Settlement Effective Date, but later correctly assert that they should have been, included the Settlement Administrator will distribute the money in the Settlement Collective or Settlement Class (“Excluded Individuals”). Once the Reserve Amount is exhausted, Xxxxx Fargo shall not be obligated to, and shall have sole discretion in deciding whether to, make payments as a result of timely, proven disputes QSF by Claimants and Excluded Individuals. 5.3. The Maximum Settlement Amount less all of making the following is the “Net Settlement Amount”: payments: (i) Paying Class Counsel Court-approved Attorneys’ Fees as described in Section 3.2; (ii) Reimbursing Class Counsel for all fees and costs of the Administrator for settlement administration as finally Litigation Expenses approved by the Court; (ii) Class Counsel’s attorneys’ fees and costs Court as finally approved by the Court; described in Section 3.2; (iii) Plaintiffs’ and Opt-In Plaintiffs’ service awards as finally Paying Named Plaintiff his Service Payment in the amount described in Section 3.3, or in the amount otherwise approved by the Court; and (iv) Paying Plaintiffs their Settlement Awards as described in Section 3.4; (D) Plaintiffs will be informed of the Acceptance Period in the Notices and on the Settlement Checks. Plaintiffs must cash their Settlement Checks by the end of the Acceptance Period. The Settlement Administrator shall notify the Parties in writing of the beginning of the Acceptance Period. (E) Ninety (90) days after the start of the Acceptance Period, the Settlement Administrator shall contact any Settlement Class Members who have not cashed their Settlement Checks to remind Settlement Class Members to cash their Settlement Checks. (F) Any amount remaining twenty (20) days after the expiration of the Acceptance Period will be redistributed among Plaintiffs who have timely cashed their checks or, if the amount remaining is small enough that a redistribution is not sensible in the discretion of the Class Counsel, the unclaimed funds will be donated to the Charity under the cy pres doctrine.

Settlement Amount. 5.1. In consideration for (A) Defendants agree to pay the terms Gross Settlement Amount of Two Hundred Ninety- Seven Thousand and conditions of this Agreement, including the Release set forth in Paragraph 12 below, Xxxxx Fargo agrees to deposit into the QSF a maximum settlement amount of Thirty-Five Million No/100ths Dollars ($35,000,000.00297,000.00), which amount is referred to herein as the “Maximum Settlement Amount.” The Maximum Settlement Amount does not include the employer’s share of payroll taxes applicable to the Settlement Payments, which shall be paid by the Bank to applicable government taxing authorities in addition to the Maximum Settlement Amount. Settlement Payments cashed by Settlement Participants; fully resolve and satisfy any portion of the Reserve Amount used in making Settlement Payments; Court-approved service awards paid to Plaintiffs and Opt-In Plaintiffs; Court-approved claim for attorneys’ fees and costs paid to Class Counsel; approved by the Court-approved fees , any and costs paid to the Administrator; and the employee’s share of payroll taxes paid from the QSF to the federal, state, and local taxing authorities will collectively be the “Gross Settlement Amount.” In no event will the Gross Settlement Amount exceed the Maximum Settlement Amount. 5.2. The Administrator shall set aside One Hundred Thousand Dollars ($100,000.00) of the Maximum Settlement Amount (the “Reserve Amount”) to cover any correctible errors or omissions in determining the settlement all amounts to be paid to Claimants or Class Members, any Court-approved Service Award to individuals who were notNamed Plaintiff as more fully set forth herein, but later correctly assert that they should have beenany and all amounts to be paid to the LWDA, included in and the Settlement Collective or Claims Administrator’s fees and costs. Other than the employer payroll taxes described in Section 3.5(C), Defendants will not be required to pay more than the gross total of Two Hundred Ninety-Seven Thousand and No/100ths Dollars ($297,000.00) under the terms of this Agreement. (B) By no later than March 16, 2017, Defendants shall deposit One Hundred Twenty- Five Thousand and No/100ths Dollars ($125,000.00) into an interest-bearing escrow account established by the Settlement Claims Administrator, with any interest (at market rates) accruing becoming part of the Settlement Amount to be distributed to Settlement Class Members. By no later than March 16, 2018, Defendants shall deposit an additional Eighty-Six Thousand and No/100ths Dollars ($86,000.00) into the account. By no later than March 16, 2019, Defendants shall deposit the final Eighty-Six Thousand and No/100ths Dollars ($86,000.00) into the account. (C) If Defendants fail to make any payment set forth in Section 3.1(B) above in a timely manner, Class Counsel shall provide a seven (7) day written warning and Notice of Default to Defendants’ Counsel. If, after sending this Notice of Default, payment of the outstanding amount or amounts in full has not been made, Plaintiffs may take the steps necessary to enforce the Judgment. If Plaintiffs receive payment of the outstanding amount or amounts in full prior to the actual filing of pleadings and/or motions designed to enforce the Judgment, Plaintiffs shall cease in their efforts to enforce the Judgment and cooperate in withdrawing the pleadings and/or motions to enforce the Judgment. (D) The Settlement Claims Administrator will act as escrow agent and will have the authority to release the Settlement Amount from escrow for purposes of administering the settlement in accordance with the terms set forth in this Agreement immediately following the Effective Date. (E) Class Members will have 90 days from the date of each mailing to cash their Settlement Checks (the “Excluded IndividualsAcceptance Period”). Once Class Members will be informed of the Reserve Amount is exhausted, Xxxxx Fargo Acceptance Period in the Notice and on the Settlement Checks. The Settlement Claims Administrator shall not be obligated to, and shall have sole discretion notify the Parties in deciding whether to, make payments as a result writing of timely, proven disputes by Claimants and Excluded Individualsthe beginning of each Acceptance Period. 5.3. The Maximum (F) Any correctable errors or omissions identified prior to the Second Distribution shall be resolved by deducting the amount necessary to correct the error or omission on a pro rata basis from the remaining Settlement Amount less all of the following is the “Net Settlement Amount”: (i) all fees Checks to Class Members and costs of the Administrator for settlement administration as finally approved by the Court; (ii) Class Counsel’s attorneys’ fees and costs as finally approved by fees. (G) If a Class Member does not timely cash his Settlement Check issued in connection with the Court; (iii) Plaintiffs’ and Opt-In Plaintiffs’ service awards as finally approved by First Distribution within the Court; andapplicable Acceptance Period, the Settlement Award or portion thereof attributable to claims pursuant to Section

Settlement Amount. 5.1. In consideration for Pursuant to the terms and conditions of this Settlement Agreement, including the Release set forth in Paragraph 12 below, Xxxxx Fargo agrees to deposit into the QSF a maximum settlement amount of Thirty-Five Million Dollars ($35,000,000.00), which amount is referred to herein as the “Maximum Settlement Amount.” The Maximum Settlement Amount does not include the employer’s share of payroll taxes applicable to the Settlement Payments, which shall be paid by the Bank to applicable government taxing authorities in addition to the Maximum Settlement Amount. Settlement Payments cashed by Settlement Participants; any portion of the Reserve Amount used in making Settlement Payments; Court-approved service awards paid to Plaintiffs and Opt-In Plaintiffs; Court-approved attorneys’ fees and costs paid to Class Counsel; Court-approved fees and costs paid to the Administrator; and the employee’s share of payroll taxes paid from the QSF to the federalDefendant, stateas set forth herein, and local taxing authorities will collectively shall be the “Gross Settlement Amount.” In no event will the Gross Settlement Amount exceed the Maximum Settlement Amount. 5.2. The Administrator shall set aside One Two Million Three Hundred Thousand Dollars ($100,000.002,300,000.00) of the Maximum Settlement Amount (the “Reserve AmountGross Settlement Fund”) to cover any correctible errors or omissions in determining the settlement amounts ), all to be paid within 5 business days of the Court’s entry of final approval of the Settlement. Subject to Claimants or to individuals who were notCourt approval, but later correctly assert that they should have been, included and following receipt in the Qualified Settlement Collective or Fund, the Gross Settlement Fund shall be distributed, as shown on Schedule 1, attached hereto, and as follows: (a) the sum of $7,500 to the Class Representative (the “General Release Payment”); (b) one-third of the Gross Settlement Fund, net of the one-time General Release Payment, shall be paid to Class Counsel as Class Counsel’s fees (“Excluded IndividualsClass Counsel’s Fees”). Once In addition, Class Counsel is entitled to be paid from the Reserve Amount is exhausted, Xxxxx Fargo shall not be obligated to, and shall have sole discretion in deciding whether to, make payments as a result of timely, proven disputes by Claimants and Excluded Individuals. 5.3. The Maximum Gross Settlement Amount less all Fund for their litigation expenses (including the Class Representative’s share of the following is Mediator’s fee; the “Net Settlement Amount”: (i) all production and mailing of the Class Notice and the fees and costs expenses of the Administrator for settlement administration as finally approved by the Court; Settlement Administrator) (ii) “Class Counsel’s attorneys’ fees and costs as finally approved by the CourtExpenses”)1; (iiic) Plaintiffs’ the balance of the Gross Settlement Fund shall be allocated as shown on Schedule 2, which reflects each Class member’s share of the Gross Settlement Fund, after the deduction of the General Release Payment, Class Counsel’s Fees and OptClass Counsel’s Expenses (the “Pre-In Plaintiffs’ service awards as finally approved by tax Net Amounts”). Class Counsel represents that they have determined, in good faith, the Court; andPre-Tax Net Amounts for each of the Class 1 Class Counsel’s Expenses are estimated to be approximately $92,000. members. For avoidance of doubt, this is a “claims paid” settlement, meaning that, following Final Approval and consummation of Defendant’s obligations under the Settlement Agreement, all Class members who do not opt-out will automatically be issued a check to their last known address without having to take any action. Defendant agrees not to oppose Class Counsel’s Fees, Class Counsel’s Expenses and the General Release Payment, in the amounts described herein.

Settlement Amount. 5.1. In consideration for the terms and conditions of this Agreement, including the Release set forth (A) This is an un-capped claims-made settlement in Paragraph 12 below, Xxxxx Fargo which Levy agrees to deposit into pay Settlement Class Members pursuant to the QSF a maximum settlement amount of Thirty-Five Million following Allocation Formula: Two Hundred and Fifty Dollars and No/100 Cents ($35,000,000.00)250.00) to each Tier One Class Member, which and for individuals who submit Claim Forms, One Thousand Nine Hundred and Fifty Dollars and No/100 Cents ($1,950.00) to each Tier Two Class Member, and Two Thousand Three Hundred and Fifty Dollars and No/100 Cents ($2,350.00) to each Tier Three Class Member. The total amount is referred owed to herein as the “Maximum Settlement Amount.” The Maximum Settlement Amount does not include the employer’s share of payroll taxes applicable Class Members will be transferred to the Settlement PaymentsAdministrator as escrow agent, within fourteen (14) days of the Effective Date. (B) Levy agrees to transfer Five Thousand Dollars and No/100 Cents ($5,000.00) to the Settlement Administrator, within fourteen (14) days of the Effective Date of this Settlement. This amount shall be paid to Named Plaintiff as part of any Court- approved Service Award as soon as practicable thereafter, but in any event no later than ten (10) days after Defendants’ transfer the Service Award to the Settlement Administrator. (C) Class Counsel will seek Court approval of an award of One Hundred Sixty-Five Thousand Dollars and No/100 Cents ($165,000.00), for the payment of attorneys’ fees and costs. Levy agrees to transfer One Hundred Sixty-Five Thousand Dollars and No/100 Cents ($165,000.00) to the Settlement Administrator, within fourteen (14) days of the Effective Date of this Settlement, which shall be paid by the Bank wired to applicable government taxing authorities in addition to the Maximum Settlement Amount. Settlement Payments cashed by Settlement Participants; any portion Plaintiff’s Counsel as soon as practicable thereafter, but no later than ten (10) days after Levy’s transfer of the Reserve Amount used in making Settlement Payments; Court-approved service awards paid to Plaintiffs and Opt-In Plaintiffs; Court-approved attorneys’ fees and costs to the Settlement Administrator. (D) The entire cost of implementing the injunctive/programmatic relief provisions of this Agreement shall be paid to Class Counsel; Court-approved by Levy. This commitment includes, but is not limited to, the funding of the work of the Consultant, her staff, and other experts and consultants as reasonably required. (E) Levy shall pay the Settlement Administrator’s fees and costs. (F) Levy shall pay the full fees and costs paid for services rendered by Hunter X. Xxxxxx related to the Administrator; April 23, 2018 mediation, as well as any future costs and the employee’s share of payroll taxes paid from the QSF fees related to the federal, state, and local taxing authorities will collectively be the “Gross provision of Hunter X. Xxxxxx’ (or a mutually agreed upon replacement’s) services as Arbitrator as defined in this Settlement Amount.” In no event will the Gross Settlement Amount exceed the Maximum Settlement AmountAgreement. 5.2. The Administrator (G) Any uncashed checks shall set aside One Hundred Thousand Dollars ($100,000.00) of the Maximum Settlement Amount (the “Reserve Amount”) be used to cover any correctible errors or omissions in determining the settlement amounts to be paid to Claimants or to individuals who were not, but later correctly assert that they should have been, included in the Settlement Collective or Settlement Class (“Excluded Individuals”). Once the Reserve Amount is exhausted, Xxxxx Fargo shall not be obligated to, and shall have sole discretion in deciding whether to, make payments as a result of timely, proven disputes by Claimants and Excluded Individuals. 5.3. The Maximum Settlement Amount less all of the following is the “Net Settlement Amount”: (i) all fees and costs of the settlement administration. If Excess Funds exist, the Settlement Administrator for settlement administration as finally approved by shall distribute the Court; Excess Funds to Getting Out and Staying Out (ii) Class Counsel’s attorneys’ fees GOSO). Notwithstanding this provision, Levy shall pay $5,000 to Getting Out and costs as finally approved by Staying Out, only if the Court; (iii) Plaintiffs’ and Opt-In Plaintiffs’ service awards as finally approved by the Court; andExcess Funds are less than that amount.

Settlement Amount. 5.1. In consideration (A) Defendant agrees to pay the Gross Settlement Fund, which shall fully and finally resolve and satisfy any and all claims that were or could have been asserted in this Litigation, including without limitation, for (i) attorneys’ fees, expenses, and costs; (ii) fees to the terms Claims Administrator; (iii) all amounts to be paid to all Participating Class Members for releasing claims as set forth herein; and conditions of (iv) any Service Awards; but excluding the employer-side payroll taxes set forth in Section 4.1(B) below. (B) Other than any employer-side payroll taxes such as FICA, FUTA, and the like, the maximum total payment by Defendant under this Agreement, including all attorneys’ fees, subject to Court approval, and past, present, and future costs, liquidated damages, penalties, interest, and any other payments provided by this Agreement or recoverable in the Release set forth in Paragraph 12 below, Xxxxx Fargo agrees to deposit into Litigation is $4,135,000.00. (C) Defendant shall fund the QSF a maximum settlement amount of Thirty-Five Million Dollars ($35,000,000.00), which amount is referred to herein as the “Maximum Settlement Amount.” The Maximum Settlement Amount does not include the employer’s share of payroll taxes applicable to the Settlement Payments, which shall be paid Escrow Account established by the Bank to applicable government taxing authorities in addition to Claims Administrator within 10 days after the Maximum Settlement Amount. Settlement Payments cashed by Settlement Participants; any portion Effective Date. (D) Within 20 days of the Reserve Amount used Effective Date, the Claims Administrator will set aside the Error Fund to cover any correctable errors or omissions related to Defendant’s data and/or mistakes made during administration which are of no fault by the Class Member(s) and satisfy any claims for relief allowed pursuant to Federal Rule of Civil Procedure 60(b)(1) or 60(d). (E) Within 21 days of the Effective Date, the Claims Administrator will make each distribution in making Settlement Payments; the follower order. (1) Paying the Claims Administrator’s total fees. (2) Paying Class Counsel’s Court-approved service awards paid to Plaintiffs and Opt-In Plaintiffs; costs. (3) Paying Class Counsel's Court-approved attorneys’ fees and costs paid to Class Counsel; fees. (4) Paying Court-approved fees and costs paid to the Administrator; and the employee’s share of payroll taxes paid Service Awards. (5) Paying Participating Class Members their Pro Rata Shares. (F) Class Members will have 90 days from the QSF date of mailing to endorse and cash their Initial Settlement Distribution Checks. (G) Any amount of the federalNet Settlement Fund attributable to Class Members who timely filed an Opt-out Statement and any uncashed Initial Settlement Distribution Checks or Service Awards sent to Participating Class Members shall revert to Defendant after the expiration of 90 days from the date of mailing the Initial Settlement Distribution Checks. (H) Within 180 days of the Effective Date, stateif any funds remain in the Error Fund, the Claims Administrator will make a subsequent distribution to each Participating Class Member using the allocation method set forth in Section 4.5 of this Agreement, and local taxing authorities issue Subsequent Settlement Distribution Checks accordingly. (I) Class Members will collectively be have 90 days from the “Gross date of mailing to endorse and cash their Subsequent Settlement AmountDistribution Checks.” In no event will (J) Any amount of the Net Settlement Fund attributable to uncashed Subsequent Settlement Distribution Checks shall revert to Defendant after the expiration of 90 days from the date of mailing. (K) All amounts remaining in the Gross Settlement Amount exceed Fund and Net Settlement Fund 100 days after the Maximum Settlement Amount. 5.2. The Administrator shall set aside One Hundred Thousand Dollars ($100,000.00) mailing of the Maximum Subsequent Settlement Amount Distribution Checks (or 100 days after the “Reserve Amount”) to cover any correctible errors or omissions in determining the settlement amounts Claims Administrator determines that no Subsequent Settlement Distribution Checks are to be paid paid) shall revert to Claimants or to individuals who were not, but later correctly assert that they should have been, included in the Settlement Collective or Settlement Class (“Excluded Individuals”). Once the Reserve Amount is exhausted, Xxxxx Fargo shall not be obligated to, and shall have sole discretion in deciding whether to, make payments as a result of timely, proven disputes by Claimants and Excluded IndividualsDefendant. 5.3. The Maximum Settlement Amount less all of the following is the “Net Settlement Amount”: (i) all fees and costs of the Administrator for settlement administration as finally approved by the Court; (ii) Class Counsel’s attorneys’ fees and costs as finally approved by the Court; (iii) Plaintiffs’ and Opt-In Plaintiffs’ service awards as finally approved by the Court; and

Settlement Amount. 5.1. (i) In consideration for the terms settlement and conditions a release of all claims of the Settlement Class against Defendant, Defendant agrees to pay to each Class Member, through the Administrator, the Payout Amounts, as described in Exhibit A, from the maximum $404,000 payment described in paragraph 23 above. Confidential individual notices will be mailed to each Class Member by the Administrator selected by Class Counsel. Class Counsel shall be responsible for the cost of hiring the Administrator, as well as any costs associated with supervising the administration of the Settlement Fund. Defendant is not responsible in any respect for any costs of settlement administration. (ii) Within seven (7) days of receiving from Defendant the maximum $404,000 payment described in paragraph 23 above, the Administrator will issue a settlement check to each Class Member who has not excluded himself/herself pursuant to paragraph 30 below. (a) Class Members will be solely responsible for the payment of any and all taxes of any kind that may be due and payable in connection with the payments made to them under this Agreement. Class Members shall indemnify and hold harmless Defendant and any other entities affiliated, in whole or in part with or by Defendant, and its past, present and future officers, directors, trustees, administrators, executors, attorneys, employees, insurers, reinsurers and agents, subsidiaries, shareholders, clients, and each of their successors and assigns, both individually and in their official capacities, from any and all liens, actions, claims, fines, penalties or interest, of any kind, on the part of the Internal Revenue Service or any other taxation authority in connection with any payments made under this Settlement Agreement. (b) Class Counsel will be solely responsible for the payment of any and all taxes of any kind, if any, that may be due and payable in connection with payments made to Class Counsel. Class Counsel agrees to indemnify and hold harmless Defendant and any other entities affiliated, in whole or in part with or by Defendant, and its past, present and future officers, directors, trustees, administrators, executors, attorneys, employees, insurers, reinsurers and agents, subsidiaries, shareholders, clients, and each of their successors and assigns, both individually and in their official capacities, from any and all liens, actions, claims, fines, penalties or interest, of any kind, on the part of the Internal Revenue Service or any other taxation authority in connection with any payments made to Class Counsel under this Settlement Agreement, including the Release set forth $10,000 in Paragraph 12 below, Xxxxx Fargo agrees enhancement payments that Class Counsel will forward to deposit into Plaintiff and the QSF a maximum settlement amount of Thirty-Five Million Dollars ($35,000,000.00), which amount is referred to herein as the “Maximum Settlement Amount.” The Maximum Settlement Amount does not include the employer’s share of payroll taxes applicable to the Settlement Payments, which shall be paid by the Bank to applicable government taxing authorities in addition to the Maximum Settlement Amount. Settlement Payments cashed by Settlement Participants; any portion of the Reserve Amount used in making Settlement Payments; Court-approved service awards paid to Plaintiffs and Opt-In Plaintiffs; Court-approved attorneys’ fees and costs paid to Class Counsel; Court-approved fees and costs paid to the Administrator; and the employee’s share of payroll taxes paid from the QSF to the federal, state, and local taxing authorities will collectively be the “Gross Settlement Amount.” In no event will the Gross Settlement Amount exceed the Maximum Settlement Amount... 5.2. (iii) The Administrator shall set aside One Hundred Thousand Dollars provide each Participating Class Member with a Form W-2 for his/her payment. ($100,000.00iv) Any amounts which accrue due to the failure of a Participating Class Member to cash his/her settlement check within ninety (90) days of the Maximum Settlement Amount (date of the “Reserve Amount”) check shall revert to cover Defendant, consistent with the Parties’ intent that any correctible errors or omissions unused portion of the maximum $404,000 payment described in determining paragraph 23 above is and shall remain the property of Defendant. Within 120 days of the date of the settlement amounts to be paid to Claimants or to individuals who were notchecks, but later correctly assert that they should have been, included in the Settlement Collective or Settlement Class (“Excluded Individuals”). Once the Reserve Amount is exhausted, Xxxxx Fargo shall not be obligated to, and shall have sole discretion in deciding whether to, make payments as a result of timely, proven disputes by Claimants and Excluded Individuals. 5.3. The Maximum Settlement Amount less all of the following is the “Net Settlement Amount”: (i) all fees and costs of the Administrator for shall issue to Defendant a check representing the total amount of all uncashed settlement administration as finally approved by the Court; (ii) Class Counsel’s attorneys’ fees and costs as finally approved by the Court; (iii) Plaintiffs’ and Opt-In Plaintiffs’ service awards as finally approved by the Court; andchecks.

Settlement Amount. (A) Defendants agree to pay a maximum Gross Settlement Amount of One Million Three Hundred Forty One Thousand Seven Hundred Fifty Two Dollars ($1,341,752.00) (subject to their right to terminate this Agreement as set forth in Section 5.1), which shall fully resolve and satisfy any claim for attorneys’ fees and costs approved by the Court, any and all amounts to be paid to Class Members, any Court-approved Service Awards to the Named Plaintiffs, all Employer Payroll Taxes, any payments for PAGA penalties, and all other applicable taxes, interest, and the Settlement Claims Administrator’s fees and costs. In consideration for Defendants will not be required to pay more than the gross total of One-Million Three-Hundred-Forty- One-Thousand Seven-Hundred-Fifty-Two Dollars ($1,341,752.00) under the terms and conditions of this Agreement. (B) No later than twenty (20) days after the Effective Date, including Defendants shall fund and deposit the Release set forth in Paragraph 12 below, Xxxxx Fargo agrees to deposit into the QSF a maximum settlement amount of Thirty-Five Million Dollars ($35,000,000.00)Settlement Amount, which will be an amount is referred sufficient to herein as the “Maximum cover all Participating Claimants’ Settlement Amount.” The Maximum Settlement Amount does not include the employer’s share of payroll taxes applicable to the Settlement PaymentsChecks, which shall be paid by the Bank to applicable government taxing authorities in addition to the Maximum Settlement Amount. Settlement Payments cashed by Settlement Participants; any portion of the Reserve Amount used in making Settlement Payments; Court-approved service awards paid to Plaintiffs and Opt-In Plaintiffs; Court-Fund, the Court approved attorneys’ fees and costs paid to Class Counsel; Court-approved costs, the Settlement Claims Administrator’s fees and costs paid including those associated with Notice, any payments for PAGA penalties and Service Awards, into the QSF. Any settlement share amounts not claimed by Class Members because they did not submit a Claim Form to be a Participating Plaintiff, any portion of the Administrator; Settlement Amount attributable to attorneys’ fees and costs, settlement administration fees and costs and/or Service Awards not awarded by the employee’s share Court, and any other amount remaining after the terms of payroll taxes paid this Agreement are fully carried out shall be retained by Defendants. Any interest accrued from the QSF shall immediately be added to and become part of the federal, state, and local taxing authorities will collectively be the “Gross Settlement Amount.” In no event will the Gross Settlement Amount exceed the Maximum Settlement Amount. 5.2(C) The Settlement Claims Administrator shall notify Class Counsel within 90 days after the transmission of Settlement Checks as to the names of any Participating Claimant that has yet to cash his/her Settlement Check. Settlement Checks not cashed within the Check Cashing Period will be void and a stop-payment directive shall be placed by the Settlement Claims Administrator with the applicable bank. The amounts in the QSF attributable to the void and uncashed Settlement Checks will revert to Defendants. Participating Claimants who do not redeem their Settlement Checks shall remain bound by this Settlement and the Releases in Section 4.1. Within 90 days of the end of the Check Cashing Period, the amounts of uncashed Settlement Checks shall be returned to Defendants. This Agreement and the Judgment of Dismissal do not and will not create any unpaid residue or unpaid residual with respect to the amounts of uncashed checks, and no distribution of such shall be required. The provisions of any unclaimed property statute or law do not apply to this action or this Agreement. (D) The Parties agree that the QSF is intended to be a “Qualified Settlement Fund” under Section 468B of the Code and Treas. Reg. §1.468B-1, 26 CFR § 1.468B-1, et seq., and will be administered by the Settlement Claims Administrator as such. With respect to the QSF, the Settlement Claims Administrator shall: (1) calculate, withhold, remit and report each Class Member’s share of applicable payroll taxes (including, without limitation, federal, state and local income tax withholding, FICA, Medicare and any state or local employment taxes), and indemnify Defendants for any penalty arising out of any error or incorrect calculation and/or interest with respect to any late deposit of the same; (2) calculate and remit the Employer Payroll Taxes; (3) satisfy all federal, state and local and income and other tax reporting, return and filing requirements with respect to the QSF; and (4) satisfy out of the QSF all (i) taxes (including any estimated taxes, interest or penalties) with respect to the interest or other income earned by the QSF, and (ii) fees, expenses and costs incurred in connection with the opening and administration of the QSF and the performance of its duties and functions as described in this Stipulation. The aforementioned taxes, fees, costs and expenses shall be treated as and included in the costs of administering the QSF. The Parties and the Settlement Claims Administrator shall elect to treat the Settlement Fund as coming into existence as a Qualified Settlement Fund on the earliest date set forth in 26 CFR §1.468B-1(j)(2)(i), and that such election statement shall be attached to the appropriate returns as required by 26 CFR §1.468B-1(j)(2)(ii). The Parties agree to cooperate with the Settlement Claims Administrator and one another to the extent reasonably necessary to carry out the provisions of this Section. The parties will require the Settlement Claims Administrator to indemnify and hold harmless the Parties for and against any claims or liabilities resulting from errors or omissions in its administration of the QSF. (E) The Settlement Claims Administrator shall set aside One Hundred Thousand Dollars ($100,000.00) 10,000.00 of the Maximum Settlement Amount QSF as a Reserve Fund (the “Reserve AmountFund”) to cover resolve any correctible errors or omissions in determining the settlement amounts Class List or for any late claims that the Parties have agreed, or that Judge Xxxx determines, should be paid. Any individual wishing to collect from the Reserve Fund shall submit a sworn, notarized statement along with a fully executed Claim Form and Release and a W-9 Tax Form and all Authorization Documents to Class Counsel or the Settlement Claims Administrator. Class Counsel or the Settlement Claims Administrator shall promptly email all supporting documents from any such individual to Defendants’ Counsel and Class Counsel, and in no event later than 75 days after the Settlement Checks are distributed to the Participating Claimants. Fifteen (15) days after such supporting documents are made available to the Parties, the Parties shall endeavor to resolve all errors, omissions, or late claims. For those alleging that they should have been included in the Class, and for any other claimed error or dispute, it will be presumed that Defendants’ records and/or the records of the post office and/or the Settlement Claims Administrator (the “Settlement Records”), are accurate unless the Class Member provides competent evidence otherwise. If the Class Member does not provide documentary evidence that contradicts the Settlement Records, Judge Xxxx shall decide the dispute against the individual based on the Settlement Records following a conference with counsel for the Parties. If the Class Member provides competent evidence contradicting the Settlement Records, the parties shall confer in good faith and attempt to resolve the dispute. If such dispute regarding participation or allocation based on contradictory evidence cannot be resolved, such dispute shall be decided by Judge Xxxx., whose decision will be final and binding. Defendants have no obligation to make any payment if the Reserve Fund is exhausted. Any individual who is accepted as a Participating Claimant in accordance with this Section within fourteen (14) or more days prior to the distribution of the Settlement Checks shall be paid from the Net Settlement Fund. Any individual who is accepted as a Participating Claimant in accordance with this Section after the date that is fourteen (14) days prior to the distribution of the Settlement Checks but no later than 180 days after the end of the Check Cashing Period, shall be paid from the Reserve Fund. If an individual is accepted as a Participating Claimant after the date that is fourteen (14) days prior to distribution of the Settlement Checks, but no later than 180 days after the end of the Check Cashing Period, and the Reserve Fund is exhausted, Defendants have no obligation to make a payment to that Participating Class Member. One-Hundred-Eighty (180) days after the Check Cashing Period, no further claims shall be accepted for any reason. Any amount remaining in the Reserve Fund 180 days after the end of the Check Cashing Period will be returned to Defendants. (F) All payments including Settlement Checks to Participating Claimants made pursuant to this Agreement shall be deemed to be paid to such Participating Claimants or to individuals who were not, but later correctly assert that they should have been, included solely in the Settlement Collective or Settlement Class (“Excluded Individuals”)year in which such payments actually are received by the Participating Claimant. Once the Reserve Amount It is exhausted, Xxxxx Fargo expressly understood and agreed that any amount paid to any Participating Claimant shall not create any credit or otherwise affect the calculation of benefits provided under any pension, retirement, retirement savings, excess or supplemental retirement or retirement savings, any deferred compensation, bonus, equity, incentive, severance, displacement, supplemental unemployment, health, life, or disability plan, or any benefit, pension, or other compensation or benefit plan, policy, program, or arrangement (collectively, the “Lions Gate Benefit Plans”) provided by Defendants or any Releasee. Similarly, no payment made pursuant to this Settlement is or will be obligated toconsidered as “Compensation,” “Earnings,” “Salary,” or any similar definition under any Lions Gate Benefit Plans, no payment is or may be considered eligible compensation for Lions Gate Benefit Plans, or for Lions Gate’s 401(k) Savings and Retirement Plans, or for any other benefit purposes, and shall have sole discretion in deciding whether tono payment will require any contribution or award under any Lions Gate Benefit Plan, make payments as a result of timelyor otherwise modify benefits, proven disputes by Claimants and Excluded Individualscontributions or coverage under any Lions Gate Benefit Plan. 5.3. The Maximum Settlement Amount less all of the following is the “Net Settlement Amount”: (i) all fees and costs of the Administrator for settlement administration as finally approved by the Court; (ii) Class Counsel’s attorneys’ fees and costs as finally approved by the Court; (iii) Plaintiffs’ and Opt-In Plaintiffs’ service awards as finally approved by the Court; and

Settlement Amount. 5.1. In consideration for the terms (A) Defendants agree to pay a Settlement Amount of up to One Million Four Hundred Fifty Thousand Dollars and conditions of this Agreement, including the Release set forth in Paragraph 12 below, Xxxxx Fargo agrees to deposit into the QSF a maximum settlement amount of Thirty-Five Million Dollars Zero Cents ($35,000,000.001,450,000.00), which amount is referred to herein as the “Maximum Settlement Amount.” The Maximum Settlement Amount does not include the employer’s share of payroll taxes applicable to the Settlement Payments, which shall be paid by the Bank to applicable government taxing authorities in addition to the Maximum Settlement Amount. Settlement Payments cashed by Settlement Participants; fully resolve and satisfy any portion of the Reserve Amount used in making Settlement Payments; Court-approved service awards paid to Plaintiffs and Opt-In Plaintiffs; Court-approved claim for attorneys’ fees and costs paid to Class Counsel; approved by the Court-approved fees , any and costs paid to the Administrator; and the employee’s share of payroll taxes paid from the QSF to the federal, state, and local taxing authorities will collectively be the “Gross Settlement Amount.” In no event will the Gross Settlement Amount exceed the Maximum Settlement Amount. 5.2. The Administrator shall set aside One Hundred Thousand Dollars ($100,000.00) of the Maximum Settlement Amount (the “Reserve Amount”) to cover any correctible errors or omissions in determining the settlement all amounts to be paid to Claimants or Class Members, any Court-approved Service Awards to individuals who were notNamed Plaintiffs, but later correctly assert any fees and costs associated with investing and liquidating the Qualified Settlement Fund, and the Settlement Claims Administrator’s fees and costs. Defendants will not be required to pay more than One Million Four Hundred Fifty Thousand Dollars and Zero Cents ($1,450,000.00) under the terms of this Agreement, except that they should have been, Defendants’ obligation to pay employer taxes arising from the wage payments provided for herein is not included in the Settlement Collective or Amount. (B) Defendants shall cause the First Installment of the Settlement Class Amount, equal to Seven Hundred Twenty-Five Thousand Dollars and Zero Cents (“Excluded Individuals”). Once $725,000.00) to be paid to the Reserve Amount is exhausted, Xxxxx Fargo shall not be obligated toSettlement Claims Administrator after the Effective Date, and shall have sole discretion in deciding whether to, make payments as a result upon expiration of timely, proven disputes by Claimants and Excluded Individualsthe 30-day period for any party to appeal the final Order of the Court. 5.3. (C) The Maximum Settlement Amount less all Claims Administrator shall deposit the First Installment of the following is Qualified Settlement Fund entirely into FDIC insured interest bearing accounts and interest from such interest bearing accounts will become part of the “Net Settlement Fund and be held by the Settlement Claims Administrator in escrow. (D) Defendants shall cause the Second Installment of the Settlement Amount”, equal to Seven Hundred Twenty-Five Thousand Dollars and Zero Cents ($725,000.00), to be paid to the Settlement Claims Administrator on the earlier of: (i) all fees and costs six months after Defendants cause the First Installment of the Administrator for settlement administration as finally approved by the Court; (ii) Class Counsel’s attorneys’ fees and costs as finally approved by the Court; (iii) Plaintiffs’ and Opt-In Plaintiffs’ service awards as finally approved by the Court; andSettlement Amount to be paid;