Common use of Settlement Consideration Clause in Contracts

Settlement Consideration. 19. As a settlement and compromise of this Lawsuit in exchange for the terms described herein, and without admitting the merits of any claim or defense, the Parties have agreed to a settlement of this matter under which Defendant will fund a settlement amount of $2,500,000 (the “Gross Settlement Amount”). The Gross Settlement Amount shall be allocated as follows: a. $750,000 (“Class Fund”) will be allocated to resolve claims in this lawsuit with all Putative Class Members who do not opt out of the Washington Settlement Class, who will be entitled to a pro rata portion of the Class Fund based on each Putative Class Members’ proportionate share of alleged damages for hours each Putative Class Member worked in Washington state. A Putative Class Member’s proportionate share for the Class Fund shall be determined by Plaintiffs’ Counsel, who will calculate alleged damages using the hours and payroll data produced by Defendant, which provide the actual hours worked, location of the hours worked, per diem payments, and rates of pay for each Putative Class Member during the Covered Weeks. Any amount of the Class Fund that is remaining based on Putative Class Members who do not cash checks or for any other reason within 90 days of the date checks are mailed will be paid to the Legal Foundation of Washington, except that, should the Residual Funds after the initial distribution be greater than $50,000, at the sole discretion of Class Counsel, a second distribution of the funds may be made to those Settlement Class Members who cashed their Settlement Award Check(s) received in the initial distribution. Any checks mailed out as part of the second distribution that have not been negotiated within one hundred eighty (180) days after second distribution of the Settlement. Award checks shall be considered Residual Funds and paid to the Legal Foundation of Washington who do not opt out of the settlement. There will be reversion of these funds to Defendant b. Up to $1,000,000 will be allocated to resolve claims in this lawsuit with all Opt-in Plaintiffs who submit valid Claim Forms (“FLSA Claims Made Fund”) for work performed during the Covered Weeks. Putative Collective Members and Opt-in Plaintiffs who submit a valid Claim Form will be entitled to an award equivalent to their proportionate share of the FLSA Claims Made Fund based on Plaintiffs’ Counsel’s calculations of alleged individual damages using the hours and payroll data produced by Defendant for all Putative Collective Members, which provide the actual hours worked, location of the hours worked, per diem payments, and rates of pay for each Putative Collective Member during the Covered Weeks. The portion of the $1,000,000 FLSA Claims Made Fund that Defendant will actually pay will be proportionally limited based on the pro rata awards allocated to all Opt-in Plaintiffs who submit a valid Claim Form. Any amount of the FLSA Claims Made Fund allocated for awards to Putative Collective Members who are not Opt-in Plaintiffs shall revert back to Defendant (the “Reversion”). Award checks Payable to Opt-In Plaintiffs that are not cashed within 180 days shall be considered Residual Funds and paid to the Legal Foundation of Washington. c. $750,000 will be allocated to Plaintiffs’ counsel’s attorneys’ fees, costs, and enhancements for Plaintiffs Xxxxxxxx, Xxxx, Merity, and Vaughan (the “Named Plaintiffs”) (the “Attorney Fee and Enhancements Fund”).

Settlement Consideration. 19. As a settlement and compromise 4.1 Under no circumstances shall Defendants’ liability to make payments to the Settlement Class Members, including the Named Plaintiffs’ Enhancement Awards, exceed the Maximum Claimant Settlement Amount of this Lawsuit in exchange for $14,000,000. 4.2 In consideration of the terms described Settlement including the Release given herein, and without admitting the merits of any claim or defense, the Parties have agreed each Claimant shall be entitled to a settlement of Calculated Payment as described in this matter under which Defendant will fund a settlement Agreement. The total amount of $2,500,000 (paid to all Claimants, including the “Gross Named Plaintiffs’ Enhancement Awards, in the aggregate, shall not exceed the Maximum Claimant Settlement Amount”). The Gross In the event the aggregate total dollar value of all Claims submitted by the Claimants and the Named Plaintiffs’ Enhancement Awards paid to the Named Plaintiffs exceeds the Maximum Claimant Settlement Amount Amount, each Claimant’s Calculated Payment shall be allocated reduced and the Claimant shall receive, as follows:a Calculated Payment, a pro rata share of the Maximum Claimant Settlement Amount. Only one Calculated Payment is payable per eligible Electricity Maine account; however, Claimants who maintained multiple accounts with Electricity Maine are not prohibited from submitting multiple Claims. a. $750,000 (“Class Fund”) 4.3 The payments to Claimants described herein will only be allocated available on a claims made basis through submission of a Valid Claim, with no residue, and Electricity Maine will only be required to resolve claims in this lawsuit with all Putative pay Valid Claims. 4.4 This Agreement does not create any property interest or unclaimed property or cy pres rights for Settlement Class Members who do not opt out of the Washington Settlement Classsubmit Valid Claims, who will be entitled to a pro rata portion of the Class Fund based on each Putative Class Members’ proportionate share of alleged damages for hours each Putative Class Member worked in Washington state. A Putative Class Member’s proportionate share for the Class Fund shall be determined by Plaintiffs’ Counsel, who will calculate alleged damages using the hours and payroll data produced by Defendant, which provide the actual hours worked, location of the hours worked, per diem payments, and rates of pay for each Putative Class Member during the Covered Weeks. Any amount of the Class Fund that is remaining based on Putative Class Members or who do not cash checks present, deposit, cash, or otherwise negotiate a settlement payment, or if the Settlement is terminated. 4.5 All Settlement Class Members, Claimants, Named Plaintiffs, and Class Counsel shall be responsible for their own individual tax reporting obligations respecting the Settlement and any payments thereunder. Defendants’ Counsel and the Released Parties shall not have any liability or responsibility for any other reason within 90 days taxes or tax expenses resulting from the Settlement. 4.6 Claimants will have the opportunity to select an electronic payment option for payment of the date checks are mailed Claimant’s Calculated Payment on the Claims Form or through the Claims Portal. The Claims Form and the Claims Portal will be paid provide available cost-effective electronic payment options, including direct deposit and various digital payment methods. Each Claimant opting to receive their Calculated Payment electronically shall select one of the identified payment options and provide the information required to make the payment (i.e., routing and account numbers for a direct deposit or email address or phone number for a digital payment). Claimants who have submitted a Valid Claim but who do not select an electronic payment option, will receive their Calculated Payment by check sent via U.S. Mail. To the extent the Claims Administrator is unable to process an electronic payment to a Claimant who selected an electronic form of payment, the Settlement Administrator shall issue a check sent via U.S. Mail. 4.7 All settlement payments issued to the Legal Foundation of WashingtonClaimants will only be valid and negotiable for, except that, should the Residual Funds after the initial distribution and must be greater than $50,000, at the sole discretion of Class Counselpresented for payment or deposit within, a second distribution period of the funds may be made to those Settlement Class Members who cashed their Settlement Award Check(s) received in the initial distribution. Any checks mailed out as part of the second distribution that have not been negotiated within one hundred eighty (180) days after second distribution days. Upon the expiration of such period, any payment not presented, deposited, cashed, or otherwise negotiated shall expire and be void. The voiding of any payment by such passage of time shall not invalidate the Settlement. Award checks Release given in Section X of this Agreement. 4.8 Electricity Maine shall be considered Residual Funds and paid waive payments of amounts owed to the Legal Foundation of Washington who do not opt out of the settlement. There will be reversion of these funds to Defendant b. Up to $1,000,000 will be allocated to resolve claims in this lawsuit with all Opt-in Plaintiffs who submit valid Claim Forms (“FLSA Claims Made Fund”) it by Settlement Class Members for work performed electricity purchased during the Covered Weeks. Putative Collective Members and Opt-in Plaintiffs who submit a valid Claim Form will be entitled to an award equivalent to their proportionate share Class Period that were more than one hundred twenty (120) days overdue as of the FLSA Claims Made Fund based on Plaintiffs’ Counsel’s calculations of alleged individual damages using the hours and payroll data produced by Defendant for all Putative Collective MembersNovember 30, which provide the actual hours worked, location of the hours worked, per diem payments, and rates of pay for each Putative Collective Member during the Covered Weeks. The portion of the $1,000,000 FLSA Claims Made Fund that Defendant will actually pay will be proportionally limited based on the pro rata awards allocated to all Opt-in Plaintiffs who submit a valid Claim Form. Any amount of the FLSA Claims Made Fund allocated for awards to Putative Collective Members who are not Opt-in Plaintiffs shall revert back to Defendant (the “Reversion”). Award checks Payable to Opt-In Plaintiffs that are not cashed within 180 days shall be considered Residual Funds and paid to the Legal Foundation of Washington2019. c. $750,000 will be allocated to Plaintiffs’ counsel’s attorneys’ fees, costs, and enhancements for Plaintiffs Xxxxxxxx, Xxxx, Merity, and Vaughan (the “Named Plaintiffs”) (the “Attorney Fee and Enhancements Fund”).

Settlement Consideration. 19. As a settlement and compromise of this Lawsuit in exchange In consideration for the terms described hereinfull and complete release of all Released Claims against all Released Parties, and without admitting the merits dismissal of any claim or defensethe Action with prejudice, Defendant VWGoA agrees to provide the following consideration to the Settlement Class: A. Reimbursement for Past Unreimbursed Out-of-Pocket Expenses Paid for a Covered Repair Prior to the Notice Date. (1) If the Covered Repair was performed prior to March 18, 2022, the Parties have agreed to a settlement of this matter under which Defendant will fund a settlement amount of $2,500,000 (the “Gross Settlement Amount”). The Gross Settlement Amount Class Member shall be allocated as follows: a. $750,000 (“Class Fund”) will be allocated to resolve claims in this lawsuit with all Putative Class Members who do not opt out of the Washington Settlement Class, who will be entitled to 100% of their paid out-of-pocket expenses (parts and labor) for the Covered Repair. (2) If the Covered Repair was performed on or after March 18, 2022, the Settlement Class Member shall be entitled to receive 100% of their paid out-of-pocket expenses (parts and labor) for the Covered Repair, provided that the Settlement Class Member submits, in addition to the Claim Form and Proof of Repair Expense, either (i) proof that Recall 90S9 was performed on the vehicle prior to the Covered Repair, or (ii) a pro rata portion signed declaration attesting, under penalty of perjury, that Recall 90S9 was not performed prior to the Covered Repair because that Settlement Class Member was not notified of Recall 90S9 prior to the Covered Repair, and /Audi records do not show otherwise. Proof that Recall 90S9 was performed shall take the form of an original or legible copy of an invoice, receipt, or similar record confirming that Recall 90S9 was performed on the Settlement Class Vehicle, the date that it was performed, and the Audi dealership that performed it. (3) Subject to sub-sections (1) and (2) above, if the Covered Repair was performed by a service entity or facility that is not an authorized Audi dealer, the Settlement Class Member must also submit, together with the other proof and submission requirements set forth in this Section II.A., documentation (such as a written estimate or invoice), or if documents are not available after a good-faith effort to obtain them, a Declaration signed under penalty of perjury, confirming that the Settlement Class Member first attempted to have the Covered Repair performed by an authorized Audi dealer, but the dealer declined or was unable to perform the repair free of charge. Reimbursement for a Covered Repair performed by a service entity or facility that is not an authorized Audi dealer shall not exceed a maximum reimbursement amount (parts and labor) of $1,450. B. Requirements for and Limitations on Entitlement to Reimbursement Set Forth in Section II.(A). (1) To qualify for reimbursement of past paid and unreimbursed out-of-pocket expenses for a Covered Repair under Section II.(A) above, the Settlement Class Member must mail to the Claim Administrator, by first-class mail post-marked no later than seventy-five (75) days from the Notice Date, a fully completed and dated Claim Form, signed under penalty of perjury, together with the required Proof of Repair Expense defined in Section I.(M) of this Agreement, and, if applicable, the documentation or Declaration required in Sections II.A.(2) and/or II.A.(3) of this Agreement, demonstrating that the Claim for Reimbursement is valid and complies in all respects with the terms of this Settlement Agreement. (2) Any damage to or malfunction of the Gateway Control Module resulting from misuse, abuse, accident or crash, improper operation, lack of or improper maintenance, and/or damage from an external source, does not qualify for reimbursement, with the exception of unintentional spillage of liquid inside the vehicle which directly caused a failure of the Gateway Control Module. (3) If the claimant is not a person to whom the Claim Form was addressed, and/or the vehicle with respect to which a Claim is made is not the vehicle identified by VIN number on the mailed Claim Form, the Claim shall contain proof that the claimant is a Settlement Class Fund based on each Putative Member, that the vehicle is a Settlement Class Members’ proportionate share of alleged damages for hours each Putative Vehicle and that the Settlement Class Member worked in Washington state. A Putative Class Member’s proportionate share paid for the Class Fund Covered Repair. (4) Any Claim for Reimbursement shall be determined reduced by Plaintiffs’ Counselthe amount of any payment, who will calculate alleged damages using the hours and payroll data produced by Defendantconcession or goodwill accommodation or discount(s) already received, which provide the actual hours workedfrom any other source (including VWGoA/Audi of America, location Inc., an Audi dealer, an insurer, service contract provider, or extended warranty provider, or any other person or entity), for all or part of the hours worked, per diem payments, and rates of pay for each Putative Class Member during the Covered Weeks. Any amount of the Class Fund Covered Repair that is remaining based on Putative the subject of the Claim for Reimbursement. The Claim Form shall contain a statement in which the Settlement Class Members who do not cash checks Member must verify either that no such payment, concession or for any other reason goodwill accommodation or discount(s) was received from another source, or if it was, the amount of the payment received and from whom/what source it was received. (5) non-appealable, except that a Settlement Class Member may seek attorney review of said denial by so requesting it from the Claim Administrator within 90 fourteen (14) days of the date checks are mailed will be paid to the Legal Foundation of Washington, except that, should the Residual Funds after the initial distribution be greater than $50,000, at the sole discretion of Class Counsel, a second distribution of the funds may be made to those Settlement Class Members who cashed their Settlement Award Check(s) received in the initial distribution. Any checks mailed out as part letter or notice of the second distribution denial of that have not been negotiated within one hundred eighty (180) days after second distribution of the SettlementClaim. Award checks If attorney review is timely requested, Class Counsel and Defense Counsel shall be considered Residual Funds confer and paid to the Legal Foundation of Washington who do not opt out of the settlement. There will be reversion of these funds to Defendant b. Up to $1,000,000 will be allocated attempt to resolve claims any disputed denial by the Claim Administrator in this lawsuit with all Opt-in Plaintiffs who submit valid Claim Forms (“FLSA Claims Made Fund”) for work performed during the Covered Weeks. Putative Collective Members and Opt-in Plaintiffs who submit a valid Claim Form will be entitled to an award equivalent to their proportionate share of the FLSA Claims Made Fund based on Plaintiffs’ Counsel’s calculations of alleged individual damages using the hours and payroll data produced by Defendant for all Putative Collective Members, which provide the actual hours worked, location of the hours worked, per diem payments, and rates of pay for each Putative Collective Member during the Covered Weeks. The portion of the $1,000,000 FLSA Claims Made Fund that Defendant will actually pay will be proportionally limited based on the pro rata awards allocated to all Opt-in Plaintiffs who submit a valid Claim Form. Any amount of the FLSA Claims Made Fund allocated for awards to Putative Collective Members who are not Opt-in Plaintiffs shall revert back to Defendant (the “Reversion”). Award checks Payable to Opt-In Plaintiffs that are not cashed within 180 days shall be considered Residual Funds and paid to the Legal Foundation of Washingtongood faith. c. $750,000 will be allocated to Plaintiffs’ counsel’s attorneys’ fees, costs, and enhancements for Plaintiffs Xxxxxxxx, Xxxx, Merity, and Vaughan (the “Named Plaintiffs”) (the “Attorney Fee and Enhancements Fund”).

Settlement Consideration. 19. As a settlement and compromise of this Lawsuit in exchange In consideration for the terms described hereinfull and complete release of all Released Claims against all Released Parties, and without admitting the merits dismissal of any claim the Action with prejudice, Defendant VWGoA agrees to provide the following consideration to the Settlement Class: A. Reimbursement for Past Unreimbursed Out-of-Pocket Expenses Paid for a Covered Repair of an Audi Q5, SQ5, Q5 Sportback or defenseSQ5 Sportback Settlement Class Vehicle Prior to the Notice Date. (1) If the Covered Repair was performed prior to March 18, 2022, the Parties have agreed to a settlement of this matter under which Defendant will fund a settlement amount of $2,500,000 (the “Gross Settlement Amount”). The Gross Settlement Amount Class Member shall be allocated as follows: a. $750,000 (“Class Fund”) will be allocated to resolve claims in this lawsuit with all Putative Class Members who do not opt out of the Washington Settlement Class, who will be entitled to a pro rata portion 100% of their paid out-of-pocket expenses (parts and labor) for the Class Fund based Covered Repair. (2) If the Covered Repair was performed on each Putative Class Members’ proportionate share of alleged damages for hours each Putative or after March 18, 2022, the Settlement Class Member worked in Washington state. A Putative Class Member’s proportionate share for the Class Fund shall be determined by Plaintiffs’ Counsel, who will calculate alleged damages using the hours and payroll data produced by Defendant, which provide the actual hours worked, location of the hours worked, per diem payments, and rates of pay for each Putative Class Member during the Covered Weeks. Any amount of the Class Fund that is remaining based on Putative Class Members who do not cash checks or for any other reason within 90 days of the date checks are mailed will be paid to the Legal Foundation of Washington, except that, should the Residual Funds after the initial distribution be greater than $50,000, at the sole discretion of Class Counsel, a second distribution of the funds may be made to those Settlement Class Members who cashed their Settlement Award Check(s) received in the initial distribution. Any checks mailed out as part of the second distribution that have not been negotiated within one hundred eighty (180) days after second distribution of the Settlement. Award checks shall be considered Residual Funds and paid to the Legal Foundation of Washington who do not opt out of the settlement. There will be reversion of these funds to Defendant b. Up to $1,000,000 will be allocated to resolve claims in this lawsuit with all Opt-in Plaintiffs who submit valid Claim Forms (“FLSA Claims Made Fund”) for work performed during the Covered Weeks. Putative Collective Members and Opt-in Plaintiffs who submit a valid Claim Form will be entitled to an award equivalent receive 100% of their paid out-of-pocket expenses (parts and labor) for the Covered Repair, provided that the Settlement Class Member submits, in addition to their proportionate share the Claim Form and Proof of Repair Expense, either (i) proof that Recall 90S9 was performed on the FLSA Claims Made Fund based on Plaintiffs’ Counsel’s calculations vehicle prior to the Covered Repair, or (ii) a signed declaration attesting, under penalty of alleged individual damages using perjury, that Recall 90S9 was not performed prior to the hours and payroll data produced by Defendant for all Putative Collective Members, which provide Covered Repair because that Settlement Class Member was not notified of Recall 90S9 prior to the actual hours worked, location of the hours worked, per diem paymentsCovered Repair, and rates /Audi records do not show otherwise. Proof that Recall 90S9 was performed shall take the form of pay for each Putative Collective Member during an original or legible copy of an invoice, receipt, or similar record confirming that Recall 90S9 was performed on the Audi Q5, SQ5, Q5 Sportback or SQ5 Sportback Settlement Class Vehicle, the date that it was performed, and the Audi dealership that performed it. (3) Subject to sub-sections (1) and (2) above, if the Covered Weeks. The portion of Repair was performed by a service entity or facility that is not an authorized Audi dealer, the $1,000,000 FLSA Claims Made Fund that Defendant will actually pay will be proportionally limited based on Settlement Class Member must also submit, together with the pro rata awards allocated to all Opt-other proof and submission requirements set forth in Plaintiffs who submit this Section II.A., documentation (such as a valid Claim Form. Any amount of the FLSA Claims Made Fund allocated for awards to Putative Collective Members who written estimate or invoice), or if documents are not Optavailable after a good-in Plaintiffs faith effort to obtain them, a Declaration signed under penalty of perjury, confirming that the Settlement Class Member first attempted to have the Covered Repair performed by an authorized Audi dealer, but the dealer declined or was unable to perform the repair free of charge. Reimbursement for a Covered Repair performed by a service entity or facility that is not an authorized Audi dealer shall revert back to Defendant not exceed a maximum reimbursement amount (the “Reversion”). Award checks Payable to Optparts and labor) of $1,450. B. Reimbursement for Past Unreimbursed Out-In Plaintiffs that are not cashed within 180 days shall be considered Residual Funds and paid of-Pocket Expenses Paid for a Covered Repair of an Audi S6, S7, A6 allroad, RS 6 Avant, RS 7, A6 sedan or A7 Settlement Class Vehicle Prior to the Legal Foundation of WashingtonNotice Date. c. $750,000 will be allocated C. Requirements for and Limitations on Entitlement to Plaintiffs’ counsel’s attorneys’ fees, costs, Reimbursement Set Forth in Sections II.(A) and enhancements for Plaintiffs Xxxxxxxx, Xxxx, Merity, and Vaughan (the “Named Plaintiffs”) (the “Attorney Fee and Enhancements Fund”B). (1) To qualify for reimbursement of past paid and unreimbursed out-of-pocket expenses for a Covered Repair under Sections II.(A) and (B) above, the Settlement Class Member must mail to the Claim Administrator, by first-class mail post-marked no later than seventy-five

Settlement Consideration. 1961. As a settlement and compromise of this Lawsuit in In exchange for the terms described hereinmutual promises and covenants in this Agreement, and including, without admitting the merits of any claim or defenselimitation, the Parties have agreed to a settlement Releases as set forth in Section XII hereof and the dismissal of this matter under which the Action upon Final Approval, Defendant will fund a settlement shall, without admission of liability, pay the total amount of Twenty-One Million Nine Hundred Seventy-Five Thousand Dollars ($2,500,000 (21,975,000.00) as the “Gross Settlement Amount”). The Gross Settlement Amount shall be allocated as follows: a. $750,000 (“Class Fund”) will be allocated to resolve claims in this lawsuit with all Putative Class Members who do not opt out monetary component of the Washington Settlement Class, who will be entitled to a pro rata portion of the Class Fund based on each Putative Class Members’ proportionate share of alleged damages for hours each Putative Class Member worked as set forth in Washington state. A Putative Class Member’s proportionate share for the Class Fund shall be determined by Plaintiffs’ Counsel, who will calculate alleged damages using the hours Sections IX and payroll data produced by Defendant, which provide the actual hours worked, location of the hours worked, per diem payments, X hereof and rates of pay for each Putative Class Member during the Covered Weeks. Any amount of the Class Fund that is remaining based on Putative Class Members who do not cash checks or for any other reason within 90 days of the date checks are mailed will be paid subject to the Legal Foundation of Washington, except that, should the Residual Funds after the initial distribution be greater than $50,000, at the sole discretion of Class Counsel, a second distribution of the funds may be made to those termination provisions in Section XIV. This Settlement Class Members who cashed their Settlement Award Check(s) received Payment Amount includes all monetary disbursements incurred in the initial distribution. Any checks mailed out as part of the second distribution that have not been negotiated within one hundred eighty (180) days after second distribution of connection with the Settlement. Award checks shall be considered Residual Funds and paid , including but not limited to (a) all monetary payments to the Legal Foundation of Washington who do not opt out of the settlement. There will be reversion of these funds to Defendant b. Up to $1,000,000 will be allocated to resolve claims in this lawsuit with Settlement Classes; (b) all Opt-in Plaintiffs who submit valid Claim Forms Administrative Costs; (“FLSA Claims Made Fund”c) for work performed during the Covered Weeks. Putative Collective Members and Opt-in Plaintiffs who submit a valid Claim Form will be entitled to an award equivalent to their proportionate share of the FLSA Claims Made Fund based on Plaintiffs’ Counsel’s calculations of alleged individual damages using the hours and payroll data produced by Defendant for all Putative Collective Members, which provide the actual hours worked, location of the hours worked, per diem payments, and rates of pay for each Putative Collective Member during the Covered Weeks. The portion of the $1,000,000 FLSA Claims Made Fund that Defendant will actually pay will be proportionally limited based on the pro rata awards allocated to all Opt-in Plaintiffs who submit a valid Claim Form. Any amount of the FLSA Claims Made Fund allocated for awards to Putative Collective Members who are not Opt-in Plaintiffs shall revert back to Defendant (the “Reversion”). Award checks Payable to Opt-In Plaintiffs that are not cashed within 180 days shall be considered Residual Funds and paid to the Legal Foundation of Washington. c. $750,000 will be allocated to Plaintiffs’ counsel’s attorneys’ fees, costs, and enhancements for Plaintiffs Xxxxxxxxexpenses awarded by the Court to Class Counsel; and (d) all Service Awards to be paid to Plaintiffs. For avoidance of doubt, XxxxDefendant shall not be required to pay any additional monetary sums in settlement of the Action, Meritynor shall it be required to bear any other fees, costs, charges, or expenses in connection with the Settlement (exclusive of the costs of CAFA notice and implementation of account credits as provided in Section X of this Agreement). Defendant also shall not be required to take any action or refrain from taking any action as a result of this Settlement except to fulfill its obligations to implement the terms of this Agreement as specifically provided herein. 62. In addition to the Settlement Payment Amount described in the preceding paragraph, and Vaughan subject to the occurrence of the Effective Date, Defendant shall provide Ten Million Two-Hundred Fifty Thousand Dollars ($10,250,000.00) in the “Named form of reductions to the outstanding balances of Settlement Class Members whose accounts were closed with amounts owed to Defendant. This Overdraft Forgiveness Amount shall serve to reduce the amounts that Participating Settlement Class Members owe to Defendant for Overdraft Fees and overdrafts Defendant paid but for which Defendant was not reimbursed. 63. Defendant has discontinued assessing Overdraft Fees for debit card transactions that were authorized at a time when the account's Available Balance was positive. Defendant agrees to work with Plaintiffs”) (' counsel in good faith to estimate the “Attorney Fee and Enhancements Fund”)annual fee impact of this practice change for personal checking accounts.

Settlement Consideration. 191. As a settlement and compromise of this Lawsuit in exchange In consideration for the terms described release and discharge provided herein, and without admitting Defendants shall pay the merits of any claim or defense, Settlement Amount into the Parties have agreed to a settlement of this matter under which Defendant will fund a settlement amount of $2,500,000 (the “Gross Settlement Amount”)Fund Account. 2. The Gross Settlement Amount shall be allocated paid as follows: a. $750,000 Thirty (“30) days after entry of the Court's Preliminary Approval Order of the settlement, the entire settlement amount shall be deposited into the Settlement Fund Account. All funds held by the Settlement Fund Deposit Holder shall be deemed to be in the custody of the Court until such time as the funds shall be distributed to Class Fund”) Members or otherwise disbursed pursuant to this Settlement Agreement and/or further order of the Court. b. The Class will be allocated responsible for the costs as well as expenses associated with the settlement, administration, settlement approval, class action settlement and/or notice related expenditures, the Claims Administrator, and the Court Appointed Disbursing Agent. 3. The Parties agree that, at such time as the Effective Date has occurred, the Claims Administrator may proceed to resolve claims in this lawsuit with all Putative allocate and distribute the Class Members who do not opt out Settlement Fund to the members of the Washington Payor Sub-Class according to the terms of this Settlement Agreement. 4. The members of "Sub-Class 1" or "Attempt to Recover Sub-Class, who will " shall not be entitled to a pro rata portion charged for the Medical Services provided by Defendants over the course of the Class Fund based Period. Defendants agree that they will take no further action to collect amounts billed to members of the Attempt To Recover Sub-Class for medical services provided during the the Class Period. If a member of the Attempt To Recover Sub-Class believes that Defendants have caused a negative credit reference to be placed in such member’s file at a national credit reporting agency on each Putative account of such member’s failure to timely pay Defendants for amounts billed for medical services provided during the the Class Members’ proportionate share Period, such member shall provide Defendants with a description of the negative credit reference and the name and address of the credit reporting agency in whose records the negative credit reference is alleged damages for hours each Putative Class Member worked in Washington stateto appear. A Putative Class Member’s proportionate share Such information shall be provided within the time limits set by the Court for the filing of claims by members of the Payor Sub-Class. Where such information is timely provided, Defendants shall use their bests efforts to cause such negative credit reference to be removed from such member’s credit report. Members of the Attempt To Recover Sub-Class Fund shall be determined by Plaintiffs’ Counselwill receive the benefits set forth above without the necessity of filing a formal claim, who will calculate alleged damages using except that a member of the hours and payroll data produced by Defendant, which Attempt To Recover Sub-Class must timely provide the actual hours workedinformation set forth above if such member wishes to have a negative credit reference removed from his or her credit file. 5. In the event the Settlement Agreement does not receive Final Approval from the Court, location of the hours workedor does not become Final for some other reason, per diem payments, and rates of pay for each Putative Class Member during the Covered Weeks. Any amount of the Class Fund that is remaining based on Putative Class Members who do not cash checks or for any other reason within 90 days of the date checks are mailed will be paid to the Legal Foundation of Washington, except that, should the Residual Funds after the initial distribution be greater than $50,000, at the sole discretion of Class Counsel, a second distribution all of the funds may be made to those Settlement Class Members who cashed their Settlement Award Check(s) received in the initial distribution. Any checks mailed out as part of Settlement Fund Account not previously spent or otherwise depleted through invoices for services or expenses incurred in connection with the second distribution that have not been negotiated within one hundred eighty (180) days after second distribution administration of the Settlement. Award checks , shall be considered Residual Funds and paid returned to the Legal Foundation of Washington who do not opt out of the settlement. There will be reversion of these funds to Defendant b. Up to $1,000,000 will be allocated to resolve claims in this lawsuit with all Opt-in Plaintiffs who submit valid Claim Forms (“FLSA Claims Made Fund”) for work performed during the Covered Weeks. Putative Collective Members and Opt-in Plaintiffs who submit a valid Claim Form will be entitled to an award equivalent to their proportionate share of the FLSA Claims Made Fund based on Plaintiffs’ Counsel’s calculations of alleged individual damages using the hours and payroll data produced by Defendant for all Putative Collective Members, which provide the actual hours worked, location of the hours worked, per diem payments, and rates of pay for each Putative Collective Member during the Covered Weeks. The portion of the $1,000,000 FLSA Claims Made Fund that Defendant will actually pay will be proportionally limited based on the pro rata awards allocated to all Opt-in Plaintiffs who submit a valid Claim Form. Any amount of the FLSA Claims Made Fund allocated for awards to Putative Collective Members who are not Opt-in Plaintiffs shall revert back to Defendant (the “Reversion”). Award checks Payable to Opt-In Plaintiffs that are not cashed within 180 days shall be considered Residual Funds and paid to the Legal Foundation of WashingtonDefendants including interest earned thereon. c. $750,000 will be allocated to Plaintiffs’ counsel’s attorneys’ fees, costs, and enhancements for Plaintiffs Xxxxxxxx, Xxxx, Merity, and Vaughan (the “Named Plaintiffs”) (the “Attorney Fee and Enhancements Fund”).

Settlement Consideration. 1962. As a settlement and compromise of this Lawsuit in In exchange for the terms described hereinmutual promises and covenants in this Agreement, and including, without admitting the merits of any claim or defenselimitation, the Parties have agreed to a settlement Releases as set forth in Section XII hereof and the dismissal of this matter under which the Action upon Final Approval, Defendant will fund a settlement shall, without admission of liability, pay the total amount of Ten Million Five Hundred Thousand Dollars ($2,500,000 (10,500,000.00) as the “Gross Settlement Amount”). The Gross Settlement Amount shall be allocated as follows: a. $750,000 (“Class Fund”) will be allocated to resolve claims in this lawsuit with all Putative Class Members who do not opt out monetary component of the Washington Settlement Class, who will be entitled to a pro rata portion of the Class Fund based on each Putative Class Members’ proportionate share of alleged damages for hours each Putative Class Member worked as set forth in Washington state. A Putative Class Member’s proportionate share for the Class Fund shall be determined by Plaintiffs’ Counsel, who will calculate alleged damages using the hours Sections IX and payroll data produced by Defendant, which provide the actual hours worked, location of the hours worked, per diem payments, X hereof and rates of pay for each Putative Class Member during the Covered Weeks. Any amount of the Class Fund that is remaining based on Putative Class Members who do not cash checks or for any other reason within 90 days of the date checks are mailed will be paid subject to the Legal Foundation of Washington, except that, should the Residual Funds after the initial distribution be greater than $50,000, at the sole discretion of Class Counsel, a second distribution of the funds may be made to those termination provisions in Section XIV. This Settlement Class Members who cashed their Settlement Award Check(s) received Payment Amount includes all monetary disbursements incurred in the initial distribution. Any checks mailed out as part of the second distribution that have not been negotiated within one hundred eighty (180) days after second distribution of connection with the Settlement. Award checks shall be considered Residual Funds and paid , including but not limited to (a) all monetary payments to the Legal Foundation of Washington who do not opt out of the settlement. There will be reversion of these funds to Defendant b. Up to $1,000,000 will be allocated to resolve claims in this lawsuit with Settlement Classes; (b) all Opt-in Plaintiffs who submit valid Claim Forms Administrative Costs; (“FLSA Claims Made Fund”c) for work performed during the Covered Weeks. Putative Collective Members and Opt-in Plaintiffs who submit a valid Claim Form will be entitled to an award equivalent to their proportionate share of the FLSA Claims Made Fund based on Plaintiffs’ Counsel’s calculations of alleged individual damages using the hours and payroll data produced by Defendant for all Putative Collective Members, which provide the actual hours worked, location of the hours worked, per diem payments, and rates of pay for each Putative Collective Member during the Covered Weeks. The portion of the $1,000,000 FLSA Claims Made Fund that Defendant will actually pay will be proportionally limited based on the pro rata awards allocated to all Opt-in Plaintiffs who submit a valid Claim Form. Any amount of the FLSA Claims Made Fund allocated for awards to Putative Collective Members who are not Opt-in Plaintiffs shall revert back to Defendant (the “Reversion”). Award checks Payable to Opt-In Plaintiffs that are not cashed within 180 days shall be considered Residual Funds and paid to the Legal Foundation of Washington. c. $750,000 will be allocated to Plaintiffs’ counsel’s attorneys’ fees, costs, and enhancements for Plaintiffs Xxxxxxxxexpenses awarded by the Court to Class Counsel; and (d) all Service Awards awarded by the Court to Plaintiffs. For avoidance of doubt, XxxxDefendant shall not be required to pay any additional monetary sums in settlement of the Action, Meritynor shall it be required to bear any other fees, costs, charges, or expenses in connection with the Settlement (exclusive of the costs of CAFA notice and implementation of account credits as provided in Section X of this Agreement). Defendant also shall not be required to take any action or refrain from taking any action as a result of this Settlement except to fulfill its obligations to implement the terms of this Agreement as specifically provided herein. 63. In addition to the Settlement Payment Amount described in the preceding paragraph, and Vaughan subject to the occurrence of the Effective Date, Defendant shall provide Five Million Dollars ($5,000,000.00) in the “Named form of reductions to the outstanding balances of Participating Settlement Class Members whose Accounts were closed with amounts owed to Defendant. This Overdraft Forgiveness Amount shall serve to reduce the amounts that Participating Settlement Class Members owe to Defendant for Overdraft Fees, NSF Fees, and overdrafts Defendant paid but for which Defendant was not reimbursed. 64. Defendant has discontinued assessing Overdraft Fees for debit card transactions that were authorized at a time when the account's Available Balance was positive. Defendant agrees to work with Plaintiffs”' counsel in good faith to estimate the annual fee impact of this practice change for business checking accounts. 65. Defendant intends to discontinue charging NSF Fees (overdraft-return fees) (for business checking accounts. Defendant agrees to work with Plaintiffs’ counsel in good faith to estimate the “Attorney Fee and Enhancements Fund”)annual fee impact of this practice change for business checking accounts.