Common use of Settlement Payments Clause in Contracts

Settlement Payments. a. For each and every instance of Settling Defendants’ receipt on or after June 18, 2014 of any Air Cargo Proceeds, within fifteen (15) calendar days of such receipt or within five (5) business days after the Effective Date (whichever is later), Settling Defendants or their designee shall pay by wire transfer to the Escrow Agent 100% of such proceeds, provided that the total amount paid into the Escrow Account pursuant to this Section does not exceed twenty-five million ($25,000,000) United States dollars. Settling Defendants and their predecessors, successors, affiliates, parents, subsidiaries, and assigns agree to act in good faith, including by taking all steps necessary to obtain any and all Air Cargo Proceeds potentially due them. b. In the event that Settling Defendants’ Air Cargo Proceeds referred to in Section II(A)(1)(a) total less than twenty-five million ($25,000,000) United States dollars, Settling Defendants shall pay by wire transfer to the Escrow Agent the difference between (a) the total of those Air Cargo Proceeds received after June 18, 2014 and (b) twenty-five million ($25,000,000) United States dollars; provided that Settling Defendants will not be required to pay a difference exceeding seven million ($7,000,000) United States dollars. Settling Defendants have no obligation under this Section II(A)(1)(b) to pay Plaintiffs anything other than future Air Cargo Proceeds unless and until all Air Cargo Proceeds to UPS are exhausted. c. Payments to the Escrow Agent described herein will be by wire transfer pursuant to instructions from Settlement Class Counsel. d. The payments described in Sections II(A)(1)(a) and II(A)(1)(b) collectively shall constitute the total Settlement Amount, and the obligations described in those Sections shall continue so long as this Settlement Agreement remains in effect. e. Each Class Member shall look solely to the Settlement Amount for settlement and satisfaction, as provided herein, of all claims released by the Releasing Parties pursuant to this Agreement.

Settlement Payments. a. For After the Opt-Out Period, the Settlement Administrator will calculate Plaintiffs’ and Qualified Class Members’ “Individual Settlement Payments” by performing the calculations in Paragraph J.2 above for Plaintiffs and Qualified Class Members only. Fifty percent (50%) of each Qualified Class Members’ Initial Gross Settlement Payment shall be allocated as consideration for settling state law claims, and every instance of Settling Defendants’ receipt on or after June 18fifty percent (50%) shall be allocated as consideration for settling their federal Fair Labor Standards Act claims. The Individual Settlement Payments, 2014 of any Air Cargo Proceedsminus applicable payroll taxes and withholdings, within fifteen will be paid to Plaintiffs and Qualified Class Members by check mailed by the Settlement Administrator fourteen (1514) calendar days of such receipt or within five (5) business days after the Court’s final approval order has become a final, non-appealable order (the “Effective Date Date”). Checks for Qualified Class Members’ Individual Settlement Payments shall remain negotiable for 180 days. If any check is returned as undeliverable for Plaintiffs or a Qualified Class Member within 200 days, the Settlement Administrator shall promptly attempt to locate such Plaintiff or Qualified Class Member up to two times through an electronic search using the Social Security number and/or former address of that person and shall promptly re-mail the returned check to such person. After fourteen (whichever is later)14) days have passed from the mailing of Notice Packets, Settling Defendants or their designee shall pay by wire transfer the Settlement Administrator will contact Class Members who have not yet opted-in to the Escrow Agent 100% settlement to remind them of their deadline to opt-in. The Settlement Administrator will provide such proceedsreminders by, provided that the total amount paid into the Escrow Account pursuant to this Section does not exceed twenty-five million ($25,000,000) United States dollars. Settling Defendants and their predecessors, successors, affiliates, parents, subsidiaries, and assigns agree to act in good faith, including by taking all steps necessary to obtain any and all Air Cargo Proceeds potentially due them. b. In the event that Settling Defendants’ Air Cargo Proceeds referred to in Section II(A)(1)(a) total less than twenty-five million ($25,000,000) United States dollars, Settling Defendants shall pay by wire transfer to the Escrow Agent the difference between extent permitted by law: (a) the total of those Air Cargo Proceeds received after June 18, 2014 by a postcard containing text approved by counsel for Settling Parties and (b) twentyby e-five million mail and text messages containing text approved by counsel for Settling Parties. Ninety ($25,000,00090) United States dollars; days after the Settlement Administrator mails the Individual Settlement Payment checks to Qualified Class Members, the Settlement Administrator will provide Plaintiffs’ Counsel with the names and contact information of all Qualified Class Members who have not yet cashed/negotiated their checks, and Plaintiffs’ Counsel will only use such information for the sole purpose of contacting those Qualified Class Members to remind them of their deadline to cash their checks or to help them obtain a replacement check. Any Individual Settlement Payment checks that were mailed but are not cashed/negotiated by Plaintiffs or Qualified Class Members within 270 days after they were mailed shall be treated as follows: (a) Amounts allocated as consideration for settling state law claims shall be re-allocated into a “Supplemental Payment Fund” administered by the Settlement Administrator. The total amount of the Supplemental Payment Fund shall be distributed, minus applicable payroll taxes and withholdings, by the Settlement Administrator via check to those Plaintiffs and Qualified Class Members who in fact cashed/negotiated the check they received as their Individual Settlement Payment. The amount paid to each recipient of a share of the Supplemental Payment Fund shall be calculated in the same manner provided in Section III.J.2, above. Any checks representing payments from the Supplemental Payment Fund that Settling Defendants will are not cashed/negotiated within 30 days after mailing shall, within 14 days of the expiration of the 30-day period, be distributed by the Settlement Administrator to the following cy pres beneficiaries selected by the parties as follows: 50% to Legal Services of Northern California and 50% to Colorado Legal Services. (b) Amounts allocated as consideration for settling FLSA claims shall not be required to pay a difference exceeding seven million ($7,000,000) United States dollars. Settling Defendants have no obligation under this Section II(A)(1)(b) to pay Plaintiffs anything other than future Air Cargo Proceeds unless re-allocated and until all Air Cargo Proceeds to UPS are exhaustedshall remain the property of Vail. c. Payments to the Escrow Agent described herein will be by wire transfer pursuant to instructions from Settlement Class Counsel. d. The payments described in Sections II(A)(1)(a) and II(A)(1)(b) collectively shall constitute the total Settlement Amount, and the obligations described in those Sections shall continue so long as this Settlement Agreement remains in effect. e. Each Class Member shall look solely to the Settlement Amount for settlement and satisfaction, as provided herein, of all claims released by the Releasing Parties pursuant to this Agreement.

Settlement Payments. a. For (A) Defendants agree to pay a total of $132,000.00 (the “Settlement Amount”) to fully and finally resolve and satisfy any and all claims by the Named Plaintiff and the Opt-In Plaintiffs asserted in the Litigation, inclusive of attorney’s fees, costs and service awards, and releases per Sections 3.1 and 3.2 below. Said total payment amount shall be distributed as follows: (B) After deductions provided in Sections 2.1(C) through (E) below, all remaining funds shall be distributed to the Opt-In Plaintiffs on a pro-rata basis according to an equitable formula determined by Plaintiffs’ Counsel based primarily on the total number of deliveries driven by each and every instance Opt-In Plaintiff; provided that each Opt-In Plaintiff shall receive a minimum payment of Settling Defendants’ receipt on or after June 18, 2014 of any Air Cargo Proceeds, within fifteen (15) calendar days of such receipt or within $25.00. Within five (5) business days after the Effective Date (whichever is later)latter of the Court’s Order approving the Settlement or November 23, Settling 2015, Plaintiffs’ Counsel will email to Defendants’ Counsel a spreadsheet containing the breakdown of the settlement distribution. Within 21 days thereafter, Defendants or will mail to Plaintiffs’ Counsel checks made payable to each Opt-In Plaintiff in the amount set forth on the spreadsheet provided by Plaintiffs’ Counsel. Within five business days after receipt of these checks, Plaintiffs’ Counsel will mail each Opt-In Plaintiff their designee shall pay respective check to their last known address. If any payments to Opt-In Plaintiffs are returned by wire transfer the postal service as undeliverable, Defendants will provide Plaintiffs’ Counsel with any personally identifiable information of such Opt-In Plaintiff that Defendants have in their possession to assist Plaintiffs’ Counsel in their search for a more recent address so that the payments can be promptly re- mailed to the Escrow Agent 100% correct address. If any Opt-In Plaintiff fails to cash their check within 180 days after the date of such proceedsthe check, provided that Defendants will deliver the total amount paid into check to the Escrow Account pursuant unclaimed property division of the state of the last known address of the Plaintiff who did not cash their check. (C) $2,000.00 shall be distributed to this Section does not exceed twenty-five million ($25,000,000) United States dollars. Settling Defendants and their predecessors, successors, affiliates, parents, subsidiariesthe Named Plaintiff as a service award in recognition of, and assigns agree in consideration for, the substantial assistance he rendered to act Plaintiffs’ Counsel and to the Litigation in good faith, including by taking pursuing the rights of all steps necessary to obtain any and all Air Cargo Proceeds potentially due themOpt-In Plaintiffs. b. (D) 1/3 of the Settlement Amount shall be distributed to Plaintiffs’ Counsel as attorney’s fees. In the event that Settling Defendantsthe Court reduces Plaintiffs’ Air Cargo Proceeds referred to in Section II(A)(1)(a) total less than twentyCounsel’s fee request, the amount of the reduction shall be re-five million ($25,000,000) United States dollars, Settling Defendants shall pay by wire transfer allocated to the Escrow Agent Opt-In Plaintiffs. (E) An amount not to exceed $3,000.00 shall be distributed to Plaintiffs’ Counsel as and for their out-of-pocket costs incurred in pursuing the difference between Litigation. (aF) the total of those Air Cargo Proceeds received after June 18, 2014 and (b) twenty-five million ($25,000,000) United States dollars; provided that Settling Defendants will not be required to pay a difference exceeding seven million ($7,000,000) United States dollars. Settling Defendants have no obligation under All payments set forth in this Section II(A)(1)(b) 2.1 are subject to pay Plaintiffs anything other than future Air Cargo Proceeds unless Court approval of the settlement and until all Air Cargo Proceeds to UPS are exhausted. c. Payments to dismissal of the Escrow Agent described herein will be lawsuit with prejudice upon submission of an appropriate motion by wire transfer pursuant to instructions from Settlement Class Plaintiffs’ Counsel. d. The payments described in Sections II(A)(1)(a) and II(A)(1)(b) collectively shall constitute the total Settlement Amount, and the obligations described in those Sections shall continue so long as this Settlement Agreement remains in effect. e. Each Class Member shall look solely to the Settlement Amount for settlement and satisfaction, as provided herein, of all claims released by the Releasing Parties pursuant to this Agreement.

Settlement Payments. a. For each (a) There is a bona fide dispute between the Parties about whether Executive has any right to receive any additional payments or benefits which would be payable upon termination of his employment by Worx without Cause pursuant to Section 8.3 of the Employment Agreement, including without limitation (i) the issuance of 400,000 shares of Worx common stock underlying the 400,000 RSUs issued to Executive under the Plan on February 13, 2019, (ii) payment of the Executive’s Base Salary for six (6) months following the End Date, and every instance (iii) the payment of Settling Defendants’ receipt on fifty percent (50%) of Executive’s target bonus for 2019. In complete and final settlement of this dispute, in addition to the other covenants of the Parties herein, Worx agrees as follows: (i) After the Effective Date as defined below, to continue to pay Executive, or after June 18cause Executive to be paid, 2014 an adjusted annual salary of any Air Cargo Proceeds, within fifteen $150,000 for period of ninety (1590) calendar days of such receipt or within five (5) business days after the Effective End Date in accordance with Worx customary payroll practices; and (whichever is later), Settling Defendants or their designee shall pay by wire transfer ii) To issue and deliver to Executive 75,000 shares of restricted Worx common stock under the Escrow Agent 100% Alliance MMA Second Amended and Restated 2016 Equity Incentive Plan (the “Restricted Shares”) of such proceeds, provided that the total amount paid into the Escrow Account pursuant to this Section does not exceed twenty-five million which ($25,000,000) United States dollars. Settling Defendants and their predecessors, successors, affiliates, parents, subsidiaries, and assigns agree to act in good faith, including by taking all steps necessary to obtain any and all Air Cargo Proceeds potentially due them. b. In the event that Settling Defendants’ Air Cargo Proceeds referred to in Section II(A)(1)(a) total less than twenty-five million ($25,000,000) United States dollars, Settling Defendants shall pay by wire transfer to the Escrow Agent the difference between (a) the total of those Air Cargo Proceeds received after June 18, 2014 and (bi) twenty-five million thousand ($25,000,00025,000) United States dollarsshares of which will be issued on the second trading day immediately following the filing by Worx of its quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2019 and (ii) the remainder of which will be issued on January 2, 2020. Other than as expressly set forth in this Section 2(a), the Restricted Shares shall be subject only to restrictions on sale and transfer imposed under applicable securities laws. Worx covenants that the Restricted Shares shall be deemed included in the registration statement filed by Worx on Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”) on September 17, 2019 (the “S-8”) and that such registration statement will be maintained effective until such shares are freely tradable without any restrictions on volume or information requirements required by the Securities Act. (b) The Executive covenants that the Restricted Shares will be sold only consistent with the covenants set forth in this Section 2(b). Accordingly, upon vesting the Executive shall be permitted to sell a number of Restricted Shares sufficient to satisfy the Executive’s estimated federal, state and local income tax liability attributable to the vesting of the Restricted Shares computed on the basis of the highest marginal rate applicable to individuals on ordinary income for residents of the State of Colorado; provided that Settling Defendants will not any such sale shall comply with all applicable securities laws. Thereafter, the Executive shall be required permitted to pay a difference exceeding seven million sell the remainder of the then vested Restricted Shares in an amount equal to ten percent ($7,000,00010%) United States dollars. Settling Defendants have no obligation under this Section II(A)(1)(bof the average weekly trading volume of the Worx common stock over the thirty (30) to pay Plaintiffs anything other than future Air Cargo Proceeds unless and until all Air Cargo Proceeds to UPS are exhausted. c. Payments to trading days preceding the Escrow Agent described herein will be by wire transfer pursuant to instructions from Settlement Class Counsel. d. The payments described in Sections II(A)(1)(a) and II(A)(1)(b) collectively shall constitute date of the total Settlement Amount, and the obligations described in those Sections shall continue so long as this Settlement Agreement remains in effect. e. Each Class Member shall look solely to the Settlement Amount for settlement and satisfaction, as provided herein, sale of all claims released Restricted Shares by the Releasing Parties pursuant to this AgreementExecutive.