1017-00004 · Entities. Aurelius Global Media Group · Mediation & Settlement/Class Action

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SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF LOS ANGELES — CENTRAL DISTRICT

CLASS ACTION SETTLEMENT AGREEMENT AND RELEASE

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PREAMBLE AND RECITALS

This Class Action Settlement Agreement and Release ("Settlement Agreement" or "Agreement") is entered into by and between:

Plaintiffs Marisol Fuentes, Derek Halloran, and Yesenia Padilla ("Named Plaintiffs" or "Class Representatives"), individually and as representatives of the Settlement Class defined herein, by and through their counsel of record, Castellano Byrne & Salas LLP ("Class Counsel") and Veltrano Employment Law Group PC ("PAGA Counsel"); and

Defendant Aurelius Media Americas Inc. ("AMA" or "Defendant"), a Delaware corporation qualified to do business in the State of California, with its principal office located at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069, by and through its counsel of record, Calderwood & Harkness LLP ("Defense Counsel").

The Named Plaintiffs, Class Counsel, PAGA Counsel, and Defendant are collectively referred to herein as "the Parties." This Agreement is intended by the Parties to fully, finally, and forever resolve, discharge, and settle the Released Claims (as defined herein), upon and subject to the terms and conditions set forth below, and subject to the approval of the Court.

The Parties enter into this Agreement based upon the following recitals, each of which is incorporated herein by reference as though fully set forth below:

RECITAL A — Filing and Nature of the Action. On November 1, 2022, Named Plaintiff Marisol Fuentes filed a putative class action complaint in the Superior Court of the State of California, County of Los Angeles (Case No. 22STCV38214), alleging wage-and-hour violations under the California Labor Code and related statutes on behalf of a putative class of non-exempt, hourly employees of AMA who worked in the State of California. On November 18, 2022, Named Plaintiff Derek Halloran filed a related putative class action complaint (Case No. 22STCV39501), asserting substantially similar claims on behalf of a substantially overlapping putative class. On February 3, 2023, the Court (Hon. Raymond Escobedo) entered an Order consolidating the Fuentes and Halloran actions, designating Case No. 22STCV38214 as the lead case. Named Plaintiff Yesenia Padilla was thereafter added as a named plaintiff in the Consolidated Amended Complaint filed on March 10, 2023. The Consolidated Amended Complaint (the "Complaint") asserts seven causes of action: (1) failure to provide compliant meal periods in violation of California Labor Code Sections 226.7 and 512; (2) failure to provide compliant rest periods in violation of California Labor Code Section 226.7; (3) failure to pay overtime compensation in violation of California Labor Code Sections 510 and 1194; (4) failure to pay minimum wage in violation of California Labor Code Sections 1197 and 1197.1; (5) failure to provide accurate, itemized wage statements in violation of California Labor Code Section 226; (6) waiting time penalties under California Labor Code Sections 201 through 203; and (7) unfair business practices in violation of California Business and Professions Code Section 17200 et seq.

RECITAL B — PAGA Claims. On September 15, 2022, Plaintiffs' counsel served written notice on the Labor and Workforce Development Agency of the State of California ("LWDA") pursuant to California Labor Code Section 2699.3, asserting representative claims under the Private Attorneys General Act of 2004 ("PAGA"), California Labor Code Sections 2698 through 2699.8, based on the same underlying Labor Code violations alleged in the Complaint. The LWDA did not issue a citation and did not notify the Parties of its intent to investigate within the sixty-five (65) day period prescribed by statute. The LWDA took no action in response to the notice. The total PAGA penalties claimed by Plaintiffs in this Action amount to approximately Twelve Million Two Hundred Thousand Dollars ($12,200,000.00).

RECITAL C — Defendant's Answer and Denial of Liability. On February 17, 2023, AMA filed its Answer and Affirmative Defenses to the Consolidated Amended Complaint, generally denying all allegations and asserting thirteen affirmative defenses, including, among others, that Plaintiffs' claims are barred by the applicable statutes of limitations; that Plaintiffs and the putative class members were provided lawful meal and rest periods; that AMA's timekeeping and payroll practices were at all times lawful and in compliance with applicable law; and that Plaintiffs cannot establish liability or damages on a classwide basis. AMA denies all allegations of wrongdoing, denies that any class member was harmed, and denies liability in any amount. This Settlement Agreement does not constitute, and shall not be construed as, an admission of liability, wrongdoing, or the validity of any claim asserted by Plaintiffs. AMA's decision to settle this Action is based solely on its desire to avoid the burden, expense, risk, and uncertainty of continued litigation.

RECITAL D — Class Certification. On April 14, 2023, Plaintiffs filed their Motion for Class Certification pursuant to California Code of Civil Procedure Section 382. AMA filed its Opposition to the Motion on June 16, 2023, and Plaintiffs filed their Reply on July 14, 2023. On August 11, 2023, the Court (Hon. Raymond Escobedo) entered an Order granting class certification in part and denying class certification in part. Specifically, the Court certified the following causes of action for class treatment: the First Cause of Action (failure to provide compliant meal periods), limited to the first meal period auto-deduction claim only; the Fifth Cause of Action (failure to provide accurate, itemized wage statements), as derivative of the certified meal period claim; and the Seventh Cause of Action (unfair business practices under Business and Professions Code Section 17200 et seq.), as derivative of the certified meal period claim. The Court denied class certification as to the following causes of action: the First Cause of Action insofar as it concerned the second meal period; the Second Cause of Action (failure to provide compliant rest periods); the Third Cause of Action (failure to pay overtime compensation, including off-the-clock claims); the Fourth Cause of Action (failure to pay minimum wage); and the Sixth Cause of Action (waiting time penalties). The PAGA claim proceeds as a representative action on behalf of all aggrieved employees and does not require class certification under California Code of Civil Procedure Section 382.

RECITAL E — Discovery and Investigation. The Parties have conducted extensive discovery over the course of this litigation. Such discovery has included, without limitation: the production of approximately 147,832 documents by AMA, comprising approximately 1.2 million pages of payroll records, timekeeping data, employee handbooks, policies and procedures, training materials, manager communications, corporate organizational documents, and related business records; the production of 3,412 documents by Plaintiffs; the completion of eighteen (18) depositions, including eleven (11) depositions taken by Plaintiffs and seven (7) depositions taken by AMA; and the exchange of expert reports, including the report of Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC (retained by Plaintiffs to opine on damages methodology and aggregate damages), and the reports of Dr. Rajesh Makhija of Workforce Dynamics Consulting LLC and Dr. Catherine Lindstrom of Hargrove Analytics Inc. (both retained by AMA to opine on liability and damages issues). Class Counsel have conducted a thorough and comprehensive investigation of the facts and applicable law relevant to this Action, including a detailed analysis of AMA's timekeeping, payroll, and meal period policies and practices, and have concluded, based on that investigation, that the terms and conditions of this Settlement are fair, reasonable, and adequate and in the best interests of the Settlement Class.

RECITAL F — Arm's-Length Negotiations and Mediation. The Settlement set forth in this Agreement was reached as the result of extensive, arm's-length, adversarial negotiations between the Parties, facilitated by an experienced, neutral mediator, the Honorable Patricia Okoro (Ret.) of Westpark Dispute Resolution Inc. Two full-day mediation sessions were conducted: Mediation Session No. 1, held on August 25, 2023, which focused exclusively on the class action claims; and Mediation Session No. 2, held on September 8, 2023, which addressed the combined class action and PAGA claims, as well as related settlement mechanics. The negotiations were conducted over approximately sixteen (16) combined hours of mediation, during which the Parties exchanged detailed written mediation briefs, engaged in joint and separate caucus sessions, and considered the strengths and weaknesses of each side's claims and defenses. The mediator, Judge Okoro, made a mediator's proposal that was accepted by both Parties.

RECITAL G — Purpose of Settlement. The Parties have entered into this Settlement Agreement to avoid the substantial risks, costs, delays, and uncertainties of continued litigation, including the risk of an adverse outcome at trial, the possibility of protracted appellate proceedings, and the inherent uncertainty of class litigation. Plaintiffs believe that the claims asserted in the Action have merit and that class treatment of those claims is appropriate, but recognize the risks and uncertainties inherent in any complex litigation and have concluded that the Settlement provides a fair, reasonable, and adequate recovery for the Settlement Class. AMA denies all liability but has concluded that settlement is in its best interest to avoid the continued burden and expense of litigation. The Parties agree that this Settlement is fair, reasonable, and adequate and is in the best interests of the Settlement Class.

NOW, THEREFORE, in consideration of the mutual covenants, agreements, and releases set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

SECTION 1 — DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in a particular section shall have the meanings ascribed to them elsewhere in this Agreement.

1.1 "Action" means the consolidated lawsuit captioned Marisol Fuentes, Derek Halloran, and Yesenia Padilla v. Aurelius Media Americas Inc., Lead Case No. 22STCV38214 (Consolidated with Case No. 22STCV39501), pending in the Superior Court of the State of California, County of Los Angeles — Central District, assigned for all purposes to the Honorable Raymond Escobedo, Department 34.

1.2 "AMA" or "Defendant" means Aurelius Media Americas Inc., a Delaware corporation (Delaware Division of Corporations File No. 5284731), qualified to do business in the State of California, with its principal office located at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069. AMA is a wholly owned subsidiary of Aurelius Global Media Group PLC ("AGMG"), a public limited company organized under the laws of England and Wales (Companies House Registration No. 08412667), headquartered at 34 Kingsway, London WC2B 6EX, United Kingdom.

1.3 "Class Counsel" means Castellano Byrne & Salas LLP, located at 11755 Wilshire Boulevard, Suite 900, Los Angeles, California 90025 (attorneys Marco Castellano, Diane Salas, and Trevor Kim), serving as Lead Class Counsel; and Veltrano Employment Law Group PC, located at 350 South Grand Avenue, Suite 2800, Los Angeles, California 90071 (attorney Sandra Higuera), serving as PAGA Co-Counsel.

1.4 "Class Members" or "Settlement Class Members" means all individuals falling within the Settlement Class Definition set forth in Section 1.28 of this Agreement.

1.5 "Class Period" means the period from November 1, 2018 through October 31, 2023, inclusive.

1.6 "Class Representatives" or "Named Plaintiffs" means the following individuals:

(a) Marisol Fuentes, a former Production Coordinator in the Unscripted Programming Division of AMA, employed by AMA from March 14, 2019 through August 5, 2022, whose last hourly rate of pay was $28.50, and whose last known address is 4227 Los Feliz Boulevard, Apartment 6, Los Angeles, California 90027;

(b) Derek Halloran, a former Post-Production Assistant in the Digital Content Division of AMA, employed by AMA from June 1, 2020 through November 30, 2022, whose last hourly rate of pay was $24.75, and whose last known address is 1518 N. Cahuenga Boulevard, Unit 3B, Hollywood, California 90028; and

(c) Yesenia Padilla, a former Segment Coordinator in the Live Events Division of AMA, employed by AMA from January 10, 2018 through May 17, 2022, whose last hourly rate of pay was $31.00, and whose last known address is 972 S. Figueroa Street, Apartment 1012, Los Angeles, California 90015.

1.7 "Claims Administrator" means Meridian Settlement Services LLC, located at 1600 E. Fourth Street, Suite 240, Santa Ana, California 92701, with Angela Truong as Principal Contact for the administration of this Settlement.

1.8 "Court" means the Superior Court of the State of California, County of Los Angeles — Central District, the Honorable Raymond Escobedo, Department 34.

1.9 "Defense Counsel" means Calderwood & Harkness LLP, located at 777 South Flower Street, Suite 4200, Los Angeles, California 90017 (attorneys Renata Vasquez, Bernard Crawford, Devon Archer, and Nadia Petrov).

1.10 "Effective Date" means the date on which the Final Approval Order becomes final, which shall be the latest of the following: (a) the date of entry of the Final Approval Order, if no objection to the Settlement was filed or if all objections were withdrawn prior to or at the Final Approval Hearing; (b) the date on which the time for filing a notice of appeal from the Final Approval Order has expired without any appeal having been filed (currently thirty (30) days after service of notice of entry of the Final Approval Order under California Rules of Court, rule 8.104, or sixty (60) days after entry without notice under California Rules of Court, rule 8.104(a)(1)(C)); or (c) the date on which any appeal from the Final Approval Order has been finally resolved in a manner that affirms the Final Approval Order, whether by decision of the appellate court, denial of a petition for review, or dismissal of the appeal by stipulation or otherwise.

1.11 "Final Approval Hearing" means the hearing at which the Court will consider whether to grant final approval of the Settlement pursuant to California Rules of Court, rule 3.769(g), currently anticipated to be scheduled for a date approximately ninety (90) calendar days after entry of the Preliminary Approval Order, or as otherwise ordered by the Court.

1.12 "Final Approval Order" means the order and judgment to be entered by the Court granting final approval of the Settlement, substantially in the form attached hereto as Exhibit D, or as otherwise ordered by the Court.

1.13 "Gross Settlement Amount" or "GSA" means the total, maximum, all-inclusive, and non-reversionary settlement consideration to be paid by or on behalf of Defendant in the amount of Fourteen Million Seven Hundred Fifty Thousand Dollars ($14,750,000.00), which constitutes the total and complete monetary obligation of AMA under this Settlement. The GSA is inclusive of all payments described in Section 3 of this Agreement, including but not limited to the Net Settlement Fund, Attorneys' Fees, Litigation Costs, Class Representative Service Awards, Settlement Administration Costs, and the PAGA Payment.

1.14 "LWDA" means the Labor and Workforce Development Agency of the State of California, an agency of the California Labor Cabinet.

1.15 "Net Settlement Fund" or "NSF" means the portion of the GSA remaining after deduction of all Court-approved amounts for Attorneys' Fees, Litigation Costs, Class Representative Service Awards, Settlement Administration Costs, and the PAGA Payment, as more particularly described in Section 3 of this Agreement. The NSF shall be distributed to Participating Class Members in accordance with Section 4 of this Agreement.

1.16 "Notice" means the notices to be provided to Settlement Class Members regarding the Settlement, including the Long-Form Class Notice (Exhibit A), the Summary/Postcard Notice (Exhibit B), and any information posted on the Settlement Website, as described in Section 5 of this Agreement.

1.17 "Objection" means a written objection to the Settlement, or any aspect thereof, filed by a Settlement Class Member in accordance with the procedures set forth in Section 8 of this Agreement.

1.18 "Opt-Out" or "Request for Exclusion" means a written request by a Settlement Class Member to be excluded from the Settlement Class, submitted in accordance with the procedures set forth in Section 7 of this Agreement.

1.19 "PAGA Payment" means the sum of Seven Hundred Fifty Thousand Dollars ($750,000.00) from the GSA, which is allocated as the civil penalties component of the Settlement under the Private Attorneys General Act, California Labor Code Sections 2698 through 2699.8. The PAGA Payment shall be distributed as follows: seventy-five percent (75%) of the PAGA Payment, which equals Five Hundred Sixty-Two Thousand Five Hundred Dollars ($562,500.00), shall be paid to the LWDA; and twenty-five percent (25%) of the PAGA Payment, which equals One Hundred Eighty-Seven Thousand Five Hundred Dollars ($187,500.00), shall be distributed to Aggrieved Employees (i.e., all Settlement Class Members who do not submit a valid and timely Opt-Out), pro rata, in addition to their Individual Settlement Payments.

1.20 "Participating Class Members" means all Settlement Class Members who do not submit a valid and timely Request for Exclusion (Opt-Out) pursuant to Section 7 of this Agreement.

1.21 "Preliminary Approval Order" means the order to be entered by the Court granting preliminary approval of the Settlement, provisionally certifying the Settlement Class for settlement purposes, approving the form and manner of Notice, appointing the Claims Administrator, and scheduling the Final Approval Hearing, substantially in the form attached hereto as Exhibit C, or as otherwise ordered by the Court.

1.22 "Released Claims" has the meaning set forth in Section 9.1 of this Agreement.

1.23 "Released Parties" has the meaning set forth in Section 9.2 of this Agreement.

1.24 "Releasing Parties" has the meaning set forth in Section 9.3 of this Agreement.

1.25 "Response Deadline" means the date by which Settlement Class Members must submit Opt-Out requests and/or Objections, which shall be sixty (60) calendar days after the date on which the Class Notice is first mailed by the Claims Administrator, as set forth in the Preliminary Approval Order.

1.26 "Settlement" means the settlement of the Action as set forth in this Agreement, including all terms, conditions, obligations, and releases contained herein.

1.27 "Settlement Administration Costs" means the reasonable costs and expenses incurred by the Claims Administrator in administering the Settlement, including but not limited to costs associated with notice printing and mailing, postage, address verification and skip-tracing, claims processing, tax reporting, check issuance, fund distribution, toll-free telephone administration, and Settlement Website maintenance, in an amount not to exceed Three Hundred Eighty-Five Thousand Dollars ($385,000.00).

1.28 "Settlement Class" or "Settlement Class Definition" means all current and former non-exempt, hourly employees of Aurelius Media Americas Inc. who worked in the State of California at any time during the period from November 1, 2018 through October 31, 2023, and who were subject to AMA's automatic meal period deduction policy as implemented in the NovaPay Solutions TimeTrack Pro timekeeping system. The estimated size of the Settlement Class is approximately 1,850 individuals. The Settlement Class is consistent with the class certified by the Court's August 11, 2023 Order, with the class period extended through October 31, 2023 (the end of the settlement class period) to account for additional class members who may have been employed during the extended period.

1.29 "Settlement Website" means the website to be established and maintained by the Claims Administrator at a URL to be determined (anticipated to be www.AMASettlement.com or a substantially similar domain), which shall provide information about the Settlement, including the Long-Form Notice, this Settlement Agreement, key Court orders, frequently asked questions, and the ability for Settlement Class Members to update their mailing addresses and submit inquiries.

1.30 "Workweek Data" means records maintained by AMA and/or NovaPay Solutions Inc. reflecting the number of workweeks and recorded overtime hours for each Settlement Class Member during the Class Period, which data shall be used by the Claims Administrator for purposes of calculating Individual Settlement Payments under Section 4 of this Agreement.

SECTION 2 — CONDITIONAL CERTIFICATION OF SETTLEMENT CLASS

2.1 Settlement Class Certification. For settlement purposes only, and without prejudice to AMA's right to contest class certification in any future proceeding in the event the Settlement is not approved by the Court, is not consummated, or is terminated for any reason, the Parties stipulate and agree to the certification of the Settlement Class as defined in Section 1.28 of this Agreement. The Parties agree that this stipulation to class certification is made solely for purposes of effectuating this Settlement and shall have no bearing on, and shall not be admissible in connection with, any issue of class certification in any future proceeding, whether in this Action or any other action or proceeding. AMA does not waive, and expressly reserves, the right to oppose class certification in any future proceeding if this Settlement is not approved by the Court, does not become final, or is terminated pursuant to Section 13 of this Agreement. In such event, no Party shall rely upon or cite the conditional certification of the Settlement Class as evidence supporting or opposing class certification.

2.2 Class Representatives. The Parties agree that Marisol Fuentes, Derek Halloran, and Yesenia Padilla shall serve as the Class Representatives for purposes of this Settlement. The Class Representatives have actively participated in the prosecution of this Action, have monitored the litigation and settlement process, have provided information and documentation to Class Counsel, have sat for depositions, and have reviewed and approved the terms of this Settlement Agreement.

2.3 Class Counsel. The Parties agree that Castellano Byrne & Salas LLP shall serve as Lead Class Counsel and that Veltrano Employment Law Group PC shall serve as PAGA Co-Counsel for purposes of this Settlement, subject to Court approval. Class Counsel have extensive experience in the prosecution and settlement of complex employment class actions and PAGA actions in California.

2.4 Claims Administrator. The Parties agree that Meridian Settlement Services LLC shall be appointed as the Claims Administrator for purposes of this Settlement, subject to Court approval. The Claims Administrator shall perform all settlement administration tasks as set forth in this Agreement, including but not limited to mailing of Notice, processing of Opt-Out requests and Objections, calculating Individual Settlement Payments, establishing and maintaining the Qualified Settlement Fund, issuing settlement checks, performing tax reporting, and maintaining the Settlement Website and toll-free telephone number.

SECTION 3 — SETTLEMENT CONSIDERATION

3.1 Gross Settlement Amount. In full and final settlement of the Action and all Released Claims, AMA shall cause to be paid, or shall pay, the total, maximum, all-inclusive, and non-reversionary sum of Fourteen Million Seven Hundred Fifty Thousand Dollars ($14,750,000.00) (the "Gross Settlement Amount" or "GSA"). The GSA constitutes the total maximum monetary obligation of AMA under this Settlement and includes all payments described in this Section 3, including without limitation the Net Settlement Fund, Attorneys' Fees, Litigation Costs, Class Representative Service Awards, Settlement Administration Costs, and the PAGA Payment. AMA shall have no obligation to pay any amount in excess of the GSA, except for the employer's share of payroll taxes as set forth in Section 4.4 of this Agreement.

3.2 Funding of the GSA. The GSA shall be funded as follows:

(a) Insurance Contribution. Pemberton Mutual Assurance Co. ("Pemberton"), pursuant to Employment Practices Liability Policy No. PMA-EPL-2022-00837, shall contribute the sum of Nine Million Two Hundred Fifty Thousand Dollars ($9,250,000.00) toward the GSA. AMA represents and warrants that Pemberton's consent to and authorization of this contribution have been obtained in writing prior to the execution of this Agreement.

(b) AMA Self-Funded Contribution. AMA shall contribute the sum of Five Million Five Hundred Thousand Dollars ($5,500,000.00) toward the GSA from its own corporate funds or such other source as AMA may determine in its sole discretion.

AMA shall deposit the GSA into a Qualified Settlement Fund ("QSF") established and maintained by the Claims Administrator within fourteen (14) calendar days of the Effective Date. The QSF shall be established as a qualified settlement fund within the meaning of Section 468B of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. AMA shall be responsible for coordinating with Pemberton Mutual Assurance Co. regarding the timely transmittal of the carrier's contribution to the QSF. In the event that Pemberton's funding is delayed beyond the fourteen (14) day funding deadline, AMA shall advance the full GSA to the QSF and shall seek reimbursement from Pemberton directly, such that the funding deadline shall not be extended on account of any delay by Pemberton.

3.3 Allocation of the GSA. The GSA shall be allocated as follows:

(a) Attorneys' Fees. Class Counsel shall apply to the Court for an award of attorneys' fees in the amount of thirty-three and one-third percent (33.33%) of the GSA, which equals Four Million Nine Hundred Sixteen Thousand One Hundred Seventy-Five Dollars ($4,916,175.00). The attorneys' fee award shall be paid from the GSA, and AMA shall have no separate or additional obligation to pay attorneys' fees beyond the amount approved by the Court from the GSA. AMA agrees that it will not oppose an attorneys' fee request in an amount up to and including thirty-three and one-third percent (33.33%) of the GSA. The Court's determination of the appropriate attorneys' fee award, including any reduction in the requested amount, is not a material term or condition of this Settlement and shall not provide a basis for termination of this Agreement. Any reduction in the attorneys' fee award by the Court below the requested amount shall be added to the Net Settlement Fund and distributed to Participating Class Members. The attorneys' fee award shall compensate Class Counsel for all work performed and costs advanced in connection with the prosecution of this Action, the negotiation and administration of this Settlement, and any related proceedings.

(b) Litigation Costs. Class Counsel shall apply to the Court for reimbursement of reasonable litigation costs and expenses actually incurred in the prosecution of this Action, in an amount not to exceed Four Hundred Twelve Thousand Three Hundred Dollars ($412,300.00). Such costs include, but are not limited to, filing fees, deposition costs, expert witness fees and expenses, document review and production costs, mediation fees, photocopying and printing costs, travel expenses, and other out-of-pocket litigation expenses. Class Counsel shall submit documentation of such costs with their fee petition. AMA agrees that it will not oppose a cost reimbursement request in an amount up to and including Four Hundred Twelve Thousand Three Hundred Dollars ($412,300.00). The Court's determination of the appropriate cost reimbursement, including any reduction in the requested amount, is not a material term or condition of this Settlement and shall not provide a basis for termination of this Agreement. Any reduction in the cost reimbursement by the Court below the requested amount shall be added to the Net Settlement Fund and distributed to Participating Class Members.

(c) Class Representative Service Awards. Class Counsel shall apply to the Court for service awards to be paid to the Class Representatives in recognition of their service to the Settlement Class, their time and effort in prosecuting this Action, and the risks they assumed in serving as named plaintiffs, in the following amounts:

(i) Marisol Fuentes: Fifteen Thousand Dollars ($15,000.00);

(ii) Derek Halloran: Ten Thousand Dollars ($10,000.00); and

(iii) Yesenia Padilla: Ten Thousand Dollars ($10,000.00).

The total Class Representative Service Awards shall not exceed Thirty-Five Thousand Dollars ($35,000.00). The Service Awards shall be paid from the GSA and are in addition to any Individual Settlement Payment that the Class Representatives may receive as Participating Class Members. AMA agrees that it will not oppose service award requests up to and including the amounts stated above. The Court's determination of the appropriate service awards, including any reduction in the requested amounts, is not a material term or condition of this Settlement and shall not provide a basis for termination of this Agreement. Any reduction in the service awards by the Court below the requested amounts shall be added to the Net Settlement Fund and distributed to Participating Class Members.

(d) Settlement Administration Costs. The reasonable costs and expenses incurred by the Claims Administrator in administering the Settlement shall be paid from the GSA in an amount not to exceed Three Hundred Eighty-Five Thousand Dollars ($385,000.00). The Claims Administrator shall submit itemized invoices to Class Counsel and Defense Counsel for review on a monthly basis during the administration period, and neither Class Counsel nor Defense Counsel shall unreasonably withhold approval of such invoices. Any dispute regarding the reasonableness of the Claims Administrator's fees and expenses shall be submitted to the Court for resolution. Any unused portion of the Settlement Administration Costs budget shall be added to the Net Settlement Fund and distributed to Participating Class Members.

(e) PAGA Payment. Seven Hundred Fifty Thousand Dollars ($750,000.00) of the GSA shall be allocated to the PAGA Payment, representing the civil penalties component of the Settlement attributable to PAGA claims asserted in this Action. The PAGA Payment shall be distributed as follows: seventy-five percent (75%) of the PAGA Payment, which equals Five Hundred Sixty-Two Thousand Five Hundred Dollars ($562,500.00), shall be paid to the LWDA; and twenty-five percent (25%) of the PAGA Payment, which equals One Hundred Eighty-Seven Thousand Five Hundred Dollars ($187,500.00), shall be distributed to Aggrieved Employees (i.e., all Participating Class Members who do not opt out of the Settlement Class), pro rata based on the same allocation formula set forth in Section 4.1, in addition to their Individual Settlement Payments from the Net Settlement Fund. The Claims Administrator shall remit the LWDA's seventy-five percent (75%) share of the PAGA Payment directly to the LWDA at the address specified by the LWDA, within thirty (30) calendar days of the Effective Date.

(f) Net Settlement Fund. The Net Settlement Fund ("NSF") shall equal the GSA minus the sum of the Court-approved Attorneys' Fees, Litigation Costs, Class Representative Service Awards, Settlement Administration Costs, and PAGA Payment. Based on the amounts set forth above (assuming the full requested amounts are approved by the Court), the estimated NSF is as follows:

The NSF shall be distributed to Participating Class Members in accordance with Section 4 of this Agreement.

3.4 Non-Reversionary Settlement. The GSA is entirely non-reversionary. No portion of the GSA shall revert to AMA, its insurers, or any other person or entity under any circumstances, except as expressly provided in Section 13 of this Agreement (Termination). In the event that any portion of the GSA remains undistributed after the completion of all distributions to Participating Class Members and the expiration of all settlement checks (including uncashed or stale-dated checks), such remaining funds shall be distributed as cy pres in accordance with Section 4.6 of this Agreement.

SECTION 4 — DISTRIBUTION OF NET SETTLEMENT FUND

4.1 Allocation Formula. Individual Settlement Payments to each Participating Class Member shall be calculated by the Claims Administrator based on the following allocation formula, which is designed to reflect the relative strength of each Participating Class Member's claims and to provide a fair and reasonable distribution based on each individual's work history during the Class Period:

(a) Sixty percent (60%) of each Participating Class Member's pro rata share of the NSF shall be based on the number of Workweeks that such Participating Class Member worked during the Class Period, relative to the total number of Workweeks worked by all Participating Class Members during the Class Period. This component is intended to reflect the meal period and wage statement claims, which are workweek-based.

(b) Forty percent (40%) of each Participating Class Member's pro rata share of the NSF shall be based on the number of recorded Overtime Hours that such Participating Class Member worked during the Class Period, relative to the total number of recorded Overtime Hours worked by all Participating Class Members during the Class Period. This component is intended to reflect the overtime and off-the-clock claims.

The allocation formula for each Participating Class Member's Individual Settlement Payment is expressed as follows:

Individual Payment = (NSF) × [(0.60 × (Member's Workweeks ÷ Total Workweeks)) + (0.40 × (Member's Overtime Hours ÷ Total Overtime Hours))]

In the event that a Participating Class Member has zero (0) recorded Overtime Hours during the Class Period, such member's Individual Settlement Payment shall be calculated based solely on the workweek component (i.e., the overtime component shall be zero for that member, but the member shall still receive a payment based on the workweek component). The Claims Administrator shall apply the foregoing formula to all Participating Class Members and shall prepare a distribution spreadsheet for review by Class Counsel and Defense Counsel prior to the distribution of settlement checks.

4.2 Data Source. The Claims Administrator shall calculate Individual Settlement Payments using Workweek Data provided by AMA and/or NovaPay Solutions Inc. (AMA's third-party timekeeping vendor). AMA shall provide the Workweek Data to the Claims Administrator within fourteen (14) calendar days of entry of the Preliminary Approval Order. The Workweek Data shall include, for each Settlement Class Member, the following information: (a) full legal name; (b) last known mailing address; (c) Social Security number (or, at a minimum, the last four digits thereof); (d) dates of employment with AMA during the Class Period; (e) the total number of workweeks worked during the Class Period; and (f) the total number of recorded overtime hours worked during the Class Period. AMA represents and warrants that it will provide the Workweek Data in good faith and that such data will be derived from the most accurate and complete records reasonably available to AMA. In the event of any dispute regarding the accuracy of the Workweek Data, the Parties shall meet and confer in good faith to resolve the dispute, and if the dispute cannot be resolved, either Party may seek resolution from the Court.

4.3 Estimated Average Individual Payment. Based on the estimated NSF of Eight Million Two Hundred Fifty-One Thousand Five Hundred Twenty-Five Dollars ($8,251,525.00) and an estimated class size of approximately 1,850 Participating Class Members, the estimated average Individual Settlement Payment is approximately Four Thousand Four Hundred Sixty Dollars ($4,460.00). Actual Individual Settlement Payments will vary based on each Participating Class Member's individual workweeks and overtime hours worked during the Class Period, as well as the total number of Opt-Outs and the final Court-approved deductions from the GSA. Some Participating Class Members may receive more or less than the estimated average depending on their individual circumstances.

4.4 Tax Treatment of Individual Settlement Payments. Each Individual Settlement Payment shall be allocated for tax purposes as follows:

(a) Wage Portion (50%). Fifty percent (50%) of each Individual Settlement Payment shall be characterized and reported as wages for services rendered, and shall be subject to applicable federal and state income tax withholding and employee-side payroll taxes, including the employee's share of FICA (Social Security and Medicare taxes) and applicable state payroll taxes. This portion shall be reported on IRS Form W-2.

(b) Interest and Penalties Portion (33.33%). Thirty-three and one-third percent (33.33%) of each Individual Settlement Payment shall be characterized and reported as interest and penalties, which are not subject to withholding but are generally taxable as ordinary income to the recipient. This portion shall be reported on IRS Form 1099-MISC (or such other form as may be required by applicable tax law at the time of distribution).

(c) Non-Wage Damages Portion (16.67%). Sixteen and sixty-seven hundredths percent (16.67%) of each Individual Settlement Payment shall be characterized and reported as non-wage damages, which are not subject to withholding. This portion shall be reported on IRS Form 1099-MISC (or such other form as may be required by applicable tax law at the time of distribution).

AMA shall be responsible for paying the employer's share of payroll taxes (including the employer's share of FICA and applicable federal and state unemployment taxes) on the wage portion of Individual Settlement Payments. The employer's share of payroll taxes shall be paid by AMA separately from the GSA and shall not be deducted from the NSF or from any Participating Class Member's Individual Settlement Payment. Neither Class Counsel, Defense Counsel, nor the Claims Administrator makes any representation or warranty regarding the tax treatment of any Individual Settlement Payment, and each Participating Class Member is encouraged to consult with a qualified tax advisor regarding the tax consequences of his or her Individual Settlement Payment.

4.5 Distribution Timeline. The Claims Administrator shall mail Individual Settlement Payment checks to Participating Class Members within thirty (30) calendar days of the date on which the GSA is fully funded in the QSF. Checks shall be valid for one hundred eighty (180) calendar days from the date of issuance and shall bear a legend indicating the void-after date. Prior to mailing settlement checks, the Claims Administrator shall perform a National Change of Address ("NCOA") search for all Settlement Class Members to update mailing addresses. The Claims Administrator shall make reasonable efforts to locate Participating Class Members whose settlement checks are returned as undeliverable by the United States Postal Service, including performing skip-tracing using commercially available databases. If, after such efforts, a Participating Class Member's updated address is identified, the Claims Administrator shall re-mail the check to the updated address. If, despite such efforts, a Participating Class Member cannot be located or a check remains undeliverable, the funds represented by that check shall be treated as residual funds and distributed in accordance with Section 4.6 of this Agreement.

4.6 Cy Pres / Residual Funds. Any funds remaining in the QSF after the expiration of all settlement checks, including uncashed checks and funds resulting from stale-dated or voided checks, as well as any funds remaining after all distributions to Participating Class Members have been completed, shall be distributed as a cy pres payment to the Legal Aid Foundation of Los Angeles (LAFLA), a non-profit organization that provides free legal services to low-income individuals in the greater Los Angeles area. In the event that the Legal Aid Foundation of Los Angeles is unable or unwilling to accept the cy pres payment for any reason, the Parties shall confer and agree upon an alternative cy pres recipient with a mission reasonably related to the interests of the Settlement Class, subject to Court approval. No cy pres distribution shall be made until after the expiration of all settlement checks and the completion of all distributions to Participating Class Members.

4.7 No Claims Filing Required. Settlement Class Members are not required to submit a claim form or take any affirmative action to receive an Individual Settlement Payment. All Participating Class Members (i.e., Settlement Class Members who do not submit a valid and timely Opt-Out) shall automatically receive an Individual Settlement Payment based on the allocation formula set forth in Section 4.1, calculated using the Workweek Data provided by AMA. Although the submission of a claim form is not required for eligibility to receive a payment, the Claims Administrator shall provide Settlement Class Members with an opportunity to submit an updated address form (via the Settlement Website, by mail, or by telephone) to ensure that settlement checks are mailed to the correct address. The Claims Administrator shall track address updates for purposes of confirming addresses and ensuring accurate and efficient distribution of settlement funds.

SECTION 5 — NOTICE TO SETTLEMENT CLASS

5.1 Notice Plan. Within thirty (30) calendar days of the entry of the Preliminary Approval Order, the Claims Administrator shall implement the following notice plan to provide the best practicable notice to all Settlement Class Members:

(a) The Claims Administrator shall mail, by United States first-class mail, postage prepaid, the Class Notice (as described in Sections 5.2 and 5.3 below) to all Settlement Class Members at their last known mailing addresses as reflected in AMA's employment and payroll records and/or the records of NovaPay Solutions Inc.

(b) Prior to the initial mailing, the Claims Administrator shall perform a National Change of Address ("NCOA") search through the United States Postal Service database and shall update mailing addresses accordingly.

(c) For any Notices returned as undeliverable with a forwarding address, the Claims Administrator shall re-mail the Notice to the forwarding address within seven (7) calendar days of receipt of the returned mail.

(d) For any Notices returned as undeliverable without a forwarding address, the Claims Administrator shall perform a skip-trace using commercially available databases and, if an updated address is identified, shall re-mail the Notice to the updated address within seven (7) calendar days of identification of the new address.

5.2 Long-Form Class Notice. The Long-Form Class Notice shall be substantially in the form attached hereto as Exhibit A, and shall be subject to Court approval as part of the Preliminary Approval Order. The Long-Form Class Notice shall include, at a minimum, the following information:

(a) A clear and concise description of the Action, including the nature of the claims asserted by Plaintiffs and the defenses asserted by AMA;

(b) A summary of the material terms of the Settlement, including the Gross Settlement Amount, the estimated Net Settlement Fund, the estimated average Individual Settlement Payment, the allocation formula used to calculate Individual Settlement Payments, and the tax treatment of Individual Settlement Payments;

(c) A description of the Released Claims, including the scope of the release and the waiver of California Civil Code Section 1542;

(d) A description of the procedures and deadline for submitting a Request for Exclusion (Opt-Out) from the Settlement Class, including the required contents of an Opt-Out request;

(e) A description of the procedures and deadline for submitting an Objection to the Settlement, including the required contents of an Objection;

(f) The date, time, and location of the Final Approval Hearing;

(g) Contact information for Class Counsel and the Claims Administrator, including mailing addresses, telephone numbers, and email addresses;

(h) The URL of the Settlement Website; and

(i) A statement that Settlement Class Members who do not submit a valid and timely Opt-Out will be bound by the terms of the Settlement, including the release of claims, and will automatically receive an Individual Settlement Payment.

5.3 Summary/Postcard Notice. In addition to the Long-Form Class Notice, the Claims Administrator shall mail a Summary/Postcard Notice to each Settlement Class Member at his or her last known mailing address. The Summary/Postcard Notice shall be substantially in the form attached hereto as Exhibit B, and shall include a brief summary of the Settlement, the estimated average Individual Settlement Payment, the Response Deadline, the date of the Final Approval Hearing, and directions to the Settlement Website and the Long-Form Class Notice for additional information. The Summary/Postcard Notice shall be mailed concurrently with or as part of the same mailing as the Long-Form Class Notice.

5.4 Settlement Website. The Claims Administrator shall establish and maintain a Settlement Website, accessible to the public, that provides comprehensive information about the Settlement. The Settlement Website shall include, at a minimum: (a) the Long-Form Class Notice; (b) this Settlement Agreement; (c) the Preliminary Approval Order; (d) any other Court orders related to the Settlement; (e) a list of frequently asked questions and answers regarding the Settlement; and (f) a mechanism by which Settlement Class Members may update their mailing addresses and submit inquiries to the Claims Administrator. The Settlement Website shall be operational no later than the date on which the Class Notice is first mailed and shall remain active and accessible for a period of no less than one hundred eighty (180) calendar days after the date on which Individual Settlement Payment checks are mailed.

5.5 Toll-Free Number. The Claims Administrator shall establish and maintain a toll-free telephone number dedicated to providing recorded information about the Settlement, including a summary of the Settlement terms, the Response Deadline, the date of the Final Approval Hearing, and instructions for submitting Opt-Out requests, Objections, and address updates. The toll-free number shall include the ability for callers to leave voicemail messages for the Claims Administrator, and the Claims Administrator shall respond to all such messages within two (2) business days. The toll-free number shall be operational no later than the date on which the Class Notice is first mailed and shall remain active for a period of no less than one hundred eighty (180) calendar days after the date on which Individual Settlement Payment checks are mailed.

5.6 Costs of Notice. All costs associated with providing Notice to Settlement Class Members, including printing, postage, address verification, skip-tracing, Settlement Website development and maintenance, and toll-free telephone administration, shall be paid from the Settlement Administration Costs allocation of the GSA as set forth in Section 3.3(d) of this Agreement.

SECTION 6 — PRELIMINARY APPROVAL

6.1 Motion for Preliminary Approval. Within seven (7) calendar days of the execution of this Agreement by all Parties, Class Counsel and Defense Counsel shall jointly prepare and file with the Court a Motion for Preliminary Approval of the Settlement. The Motion for Preliminary Approval shall request that the Court enter a Preliminary Approval Order that:

(a) Preliminarily approves this Settlement Agreement as fair, reasonable, and adequate within the meaning of California Rules of Court, rule 3.769, and Dunk v. Ford Motor Co. (1996) 48 Cal.App.4th 1794;

(b) Provisionally certifies the Settlement Class, as defined in Section 1.28 of this Agreement, for settlement purposes only;

(d) Appoints Castellano Byrne & Salas LLP as Lead Class Counsel and Veltrano Employment Law Group PC as PAGA Co-Counsel;

(e) Approves the form and manner of Notice as described in Section 5 of this Agreement and the Exhibits attached hereto;

(f) Appoints Meridian Settlement Services LLC as the Claims Administrator;

(g) Sets the Response Deadline as sixty (60) calendar days after the first mailing of the Class Notice;

(h) Schedules the Final Approval Hearing for a date approximately ninety (90) calendar days after entry of the Preliminary Approval Order, or at such other time as the Court may direct; and

(i) Stays all proceedings in the Action, except as necessary to implement the terms of this Agreement, pending the Final Approval Hearing.

6.2 Supporting Declarations. The Motion for Preliminary Approval shall be supported by declarations of Class Counsel (attesting to the nature and scope of the investigation and discovery conducted, the arm's-length nature of the negotiations, and the basis for Class Counsel's conclusion that the Settlement is fair, reasonable, and adequate), Defense Counsel (attesting to the negotiation process and AMA's agreement to the terms of the Settlement), and the Claims Administrator (attesting to the proposed notice plan, the Claims Administrator's qualifications and experience, and the estimated costs of settlement administration).

SECTION 7 — OPT-OUT / EXCLUSION PROCEDURES

7.1 Right to Opt Out. Any Settlement Class Member who wishes to be excluded from the Settlement Class and to retain his or her right to pursue individual claims against AMA may submit a written Request for Exclusion ("Opt-Out") to the Claims Administrator at the address specified in the Class Notice. The Opt-Out must be sent by United States mail and must be postmarked on or before the Response Deadline. To be valid, an Opt-Out request must include all of the following information:

(a) The Settlement Class Member's full legal name;

(b) The Settlement Class Member's current mailing address;

(d) The last four digits of the Settlement Class Member's Social Security number;

(e) A clear and unambiguous statement that the Settlement Class Member wishes to be excluded from the Settlement Class in Fuentes v. Aurelius Media Americas Inc., Case No. 22STCV38214; and

(f) The Settlement Class Member's original, handwritten signature.

So-called "mass" or "class" Opt-Out requests (i.e., Opt-Out requests that purport to exclude multiple Settlement Class Members but are signed by only one person, or that are submitted by a third party on behalf of multiple Settlement Class Members without individualized, signed authorizations from each such member) shall not be valid and shall not be honored by the Claims Administrator.

7.2 Effect of Opt-Out. Any Settlement Class Member who submits a valid and timely Opt-Out request shall not be a Participating Class Member, shall not be bound by the terms of this Settlement Agreement (including the release of claims set forth in Section 9), shall not receive an Individual Settlement Payment from the NSF, and shall not share in the PAGA Aggrieved Employee Payment (25% share). Settlement Class Members who submit valid and timely Opt-Out requests retain all legal rights, remedies, and defenses they possessed prior to the execution of this Settlement Agreement, including the right to pursue individual claims against AMA in a separate proceeding, subject to any applicable statutes of limitations or other defenses. Notwithstanding the foregoing, Settlement Class Members who opt out of the Settlement Class remain bound by the PAGA release set forth in Section 9.5 of this Agreement to the extent permitted by law, as PAGA claims are brought on behalf of the State of California and cannot be individually opted out of.

7.3 Opt-Out Threshold / Blow Provision. If the total number of valid and timely Opt-Out requests exceeds five percent (5%) of the total number of Settlement Class Members (i.e., if ninety-three (93) or more Settlement Class Members submit valid and timely Opt-Outs, based on an estimated Settlement Class of approximately 1,850 individuals), AMA shall have the right, in its sole and absolute discretion, to terminate this Settlement Agreement by providing written notice to Class Counsel within fourteen (14) calendar days of the date on which the Claims Administrator provides its final report on Opt-Outs pursuant to Section 7.4. If AMA exercises this termination right, the consequences of termination shall be as set forth in Section 13.2 of this Agreement. AMA's failure to exercise the termination right within the fourteen (14) day period shall constitute a waiver of such right.

7.4 Reporting. The Claims Administrator shall provide Class Counsel and Defense Counsel with a comprehensive report identifying all Opt-Out requests received, including the name of each individual who submitted an Opt-Out request, the date postmarked, and whether the Opt-Out request was determined to be valid or invalid (and, if invalid, the reason for invalidity). This report shall be provided within seven (7) calendar days of the Response Deadline. The Claims Administrator shall also provide interim reports to Class Counsel and Defense Counsel on a weekly basis during the Opt-Out period, identifying the number and identity of Opt-Out requests received to date.

SECTION 8 — OBJECTION PROCEDURES

8.1 Right to Object. Any Settlement Class Member who does not submit a valid and timely Opt-Out request may object to the Settlement, the proposed attorneys' fee award, the proposed litigation cost reimbursement, the proposed Class Representative Service Awards, or any other aspect of the Settlement. A Settlement Class Member who submits a valid and timely Opt-Out request may not also submit an Objection. Objections must be submitted in writing to the Claims Administrator at the address specified in the Class Notice and must also be filed with the Clerk of the Court on or before the Response Deadline. Objections that are not both received by the Claims Administrator and filed with the Court on or before the Response Deadline shall be deemed untimely and shall not be considered by the Court.

8.2 Contents of Objection. To be considered by the Court, an Objection must include all of the following information:

(a) The Settlement Class Member's full legal name, current mailing address, and telephone number;

(b) A clear and detailed statement of the specific basis or bases for the objection, including a description of the legal and factual grounds upon which the objector relies;

(c) Any supporting documents, declarations, affidavits, or other evidence that the objector wishes the Court to consider;

(d) A statement indicating whether the objector intends to appear at the Final Approval Hearing, either in person or through an attorney retained at the objector's own expense, and if through an attorney, the name, address, bar number, and telephone number of such attorney;

(e) A list of all other class action settlements to which the objector (or the objector's counsel, if represented) has objected within the preceding five (5) years, including the case name, case number, and court; and

(f) The objector's original, handwritten signature.

Any Settlement Class Member who fails to submit a timely and properly completed Objection in accordance with the requirements set forth in this Section 8.2 shall be deemed to have waived and forfeited any and all rights to object to the Settlement, to appear at the Final Approval Hearing, and to appeal from the Final Approval Order. Such waiver shall apply to any objection to the Settlement, the attorneys' fee award, the litigation cost reimbursement, the service awards, or any other aspect of the Settlement.

8.3 Responses to Objections. Class Counsel and/or Defense Counsel may file written responses to any Objections no later than fourteen (14) calendar days before the Final Approval Hearing, or at such other time as the Court may direct. The Parties reserve the right to take discovery of any objector, including depositions and document requests, to the extent reasonably necessary to address the objection and as permitted by the Court.

SECTION 9 — RELEASE OF CLAIMS

9.1 Released Claims. Upon the Effective Date, each Participating Class Member (and each Releasing Party) shall be deemed to have fully, finally, and forever released, relinquished, and discharged each and every one of the Released Parties from any and all claims, demands, rights, liabilities, actions, causes of action, suits, debts, liens, contracts, agreements, damages, costs, charges, complaints, obligations, losses, sums of money, penalties, and any and all other legal responsibilities of any kind or nature whatsoever, whether in law or in equity, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, matured or unmatured, accrued or unaccrued, liquidated or unliquidated, contingent or non-contingent, that were alleged in the Action, could have been alleged in the Action based on the facts and circumstances pleaded in the Consolidated Amended Complaint, or arise out of or relate to the same facts, circumstances, transactions, events, policies, or practices alleged in the Action, including but not limited to:

(a) All claims for failure to provide compliant meal periods, including first and second meal period claims, premium pay for missed, late, short, or interrupted meal periods, and claims based on AMA's automatic meal period deduction policy, in violation of California Labor Code Sections 226.7 and 512 and any applicable IWC Wage Order;

(b) All claims for failure to provide compliant rest periods, including premium pay for missed, late, short, or interrupted rest periods, in violation of California Labor Code Section 226.7 and any applicable IWC Wage Order;

(c) All claims for failure to pay overtime compensation, including claims for off-the-clock work, underreporting of hours worked, and rounding practices, in violation of California Labor Code Sections 510 and 1194 and any applicable IWC Wage Order;

(d) All claims for failure to pay minimum wage, including claims arising from time-rounding practices and off-the-clock work, in violation of California Labor Code Sections 1197, 1197.1, and 1198 and any applicable IWC Wage Order;

(e) All claims for failure to provide accurate, itemized wage statements, in violation of California Labor Code Section 226, including derivative wage statement claims arising from the underlying substantive violations;

(f) All claims for waiting time penalties for failure to timely pay all wages due and owing upon separation from employment, in violation of California Labor Code Sections 201, 202, and 203;

(g) All claims for unfair, unlawful, or fraudulent business practices, in violation of California Business and Professions Code Section 17200 et seq., to the extent based on the underlying Labor Code violations described above;

SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF LOS ANGELES — CENTRAL DISTRICT
CLASS ACTION SETTLEMENT AGREEMENT AND RELEASE
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PREAMBLE AND RECITALS
This Class Action Settlement Agreement and Release ("Settlement Agreement" or "Agreement") is entered into by and between:
Plaintiffs Marisol Fuentes, Derek Halloran, and Yesenia Padilla ("Named Plaintiffs" or "Class Representatives"), individually and as representatives of the Settlement Class defined herein, by and through their counsel of record, Castellano Byrne & Salas LLP ("Class Counsel") and Veltrano Employment Law Group PC ("PAGA Counsel"); and
Defendant Aurelius Media Americas Inc. ("AMA" or "Defendant"), a Delaware corporation qualified to do business in the State of California, with its principal office located at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069, by and through its counsel of record, Calderwood & Harkness LLP ("Defense Counsel").
The Named Plaintiffs, Class Counsel, PAGA Counsel, and Defendant are collectively referred to herein as "the Parties." This Agreement is intended by the Parties to fully, finally, and forever resolve, discharge, and settle the Released Claims (as defined herein), upon and subject to the terms and conditions set forth below, and subject to the approval of the Court.
The Parties enter into this Agreement based upon the following recitals, each of which is incorporated herein by reference as though fully set forth below:
RECITAL A — Filing and Nature of the Action. On November 1, 2022, Named Plaintiff Marisol Fuentes filed a putative class action complaint in the Superior Court of the State of California, County of Los Angeles (Case No. 22STCV38214), alleging wage-and-hour violations under the California Labor Code and related statutes on behalf of a putative class of non-exempt, hourly employees of AMA who worked in the State of California. On November 18, 2022, Named Plaintiff Derek Halloran filed a related putative class action complaint (Case No. 22STCV39501), asserting substantially similar claims on behalf of a substantially overlapping putative class. On February 3, 2023, the Court (Hon. Raymond Escobedo) entered an Order consolidating the Fuentes and Halloran actions, designating Case No. 22STCV38214 as the lead case. Named Plaintiff Yesenia Padilla was thereafter added as a named plaintiff in the Consolidated Amended Complaint filed on March 10, 2023. The Consolidated Amended Complaint (the "Complaint") asserts seven causes of action: (1) failure to provide compliant meal periods in violation of California Labor Code Sections 226.7 and 512; (2) failure to provide compliant rest periods in violation of California Labor Code Section 226.7; (3) failure to pay overtime compensation in violation of California Labor Code Sections 510 and 1194; (4) failure to pay minimum wage in violation of California Labor Code Sections 1197 and 1197.1; (5) failure to provide accurate, itemized wage statements in violation of California Labor Code Section 226; (6) waiting time penalties under California Labor Code Sections 201 through 203; and (7) unfair business practices in violation of California Business and Professions Code Section 17200 et seq.
RECITAL B — PAGA Claims. On September 15, 2022, Plaintiffs' counsel served written notice on the Labor and Workforce Development Agency of the State of California ("LWDA") pursuant to California Labor Code Section 2699.3, asserting representative claims under the Private Attorneys General Act of 2004 ("PAGA"), California Labor Code Sections 2698 through 2699.8, based on the same underlying Labor Code violations alleged in the Complaint. The LWDA did not issue a citation and did not notify the Parties of its intent to investigate within the sixty-five (65) day period prescribed by statute. The LWDA took no action in response to the notice. The total PAGA penalties claimed by Plaintiffs in this Action amount to approximately Twelve Million Two Hundred Thousand Dollars ($12,200,000.00).
RECITAL C — Defendant's Answer and Denial of Liability. On February 17, 2023, AMA filed its Answer and Affirmative Defenses to the Consolidated Amended Complaint, generally denying all allegations and asserting thirteen affirmative defenses, including, among others, that Plaintiffs' claims are barred by the applicable statutes of limitations; that Plaintiffs and the putative class members were provided lawful meal and rest periods; that AMA's timekeeping and payroll practices were at all times lawful and in compliance with applicable law; and that Plaintiffs cannot establish liability or damages on a classwide basis. AMA denies all allegations of wrongdoing, denies that any class member was harmed, and denies liability in any amount. This Settlement Agreement does not constitute, and shall not be construed as, an admission of liability, wrongdoing, or the validity of any claim asserted by Plaintiffs. AMA's decision to settle this Action is based solely on its desire to avoid the burden, expense, risk, and uncertainty of continued litigation.
RECITAL D — Class Certification. On April 14, 2023, Plaintiffs filed their Motion for Class Certification pursuant to California Code of Civil Procedure Section 382. AMA filed its Opposition to the Motion on June 16, 2023, and Plaintiffs filed their Reply on July 14, 2023. On August 11, 2023, the Court (Hon. Raymond Escobedo) entered an Order granting class certification in part and denying class certification in part. Specifically, the Court certified the following causes of action for class treatment: the First Cause of Action (failure to provide compliant meal periods), limited to the first meal period auto-deduction claim only; the Fifth Cause of Action (failure to provide accurate, itemized wage statements), as derivative of the certified meal period claim; and the Seventh Cause of Action (unfair business practices under Business and Professions Code Section 17200 et seq.), as derivative of the certified meal period claim. The Court denied class certification as to the following causes of action: the First Cause of Action insofar as it concerned the second meal period; the Second Cause of Action (failure to provide compliant rest periods); the Third Cause of Action (failure to pay overtime compensation, including off-the-clock claims); the Fourth Cause of Action (failure to pay minimum wage); and the Sixth Cause of Action (waiting time penalties). The PAGA claim proceeds as a representative action on behalf of all aggrieved employees and does not require class certification under California Code of Civil Procedure Section 382.
RECITAL E — Discovery and Investigation. The Parties have conducted extensive discovery over the course of this litigation. Such discovery has included, without limitation: the production of approximately 147,832 documents by AMA, comprising approximately 1.2 million pages of payroll records, timekeeping data, employee handbooks, policies and procedures, training materials, manager communications, corporate organizational documents, and related business records; the production of 3,412 documents by Plaintiffs; the completion of eighteen (18) depositions, including eleven (11) depositions taken by Plaintiffs and seven (7) depositions taken by AMA; and the exchange of expert reports, including the report of Dr. Howard Rennick of Pinnacle Economic Consulting Group LLC (retained by Plaintiffs to opine on damages methodology and aggregate damages), and the reports of Dr. Rajesh Makhija of Workforce Dynamics Consulting LLC and Dr. Catherine Lindstrom of Hargrove Analytics Inc. (both retained by AMA to opine on liability and damages issues). Class Counsel have conducted a thorough and comprehensive investigation of the facts and applicable law relevant to this Action, including a detailed analysis of AMA's timekeeping, payroll, and meal period policies and practices, and have concluded, based on that investigation, that the terms and conditions of this Settlement are fair, reasonable, and adequate and in the best interests of the Settlement Class.
RECITAL F — Arm's-Length Negotiations and Mediation. The Settlement set forth in this Agreement was reached as the result of extensive, arm's-length, adversarial negotiations between the Parties, facilitated by an experienced, neutral mediator, the Honorable Patricia Okoro (Ret.) of Westpark Dispute Resolution Inc. Two full-day mediation sessions were conducted: Mediation Session No. 1, held on August 25, 2023, which focused exclusively on the class action claims; and Mediation Session No. 2, held on September 8, 2023, which addressed the combined class action and PAGA claims, as well as related settlement mechanics. The negotiations were conducted over approximately sixteen (16) combined hours of mediation, during which the Parties exchanged detailed written mediation briefs, engaged in joint and separate caucus sessions, and considered the strengths and weaknesses of each side's claims and defenses. The mediator, Judge Okoro, made a mediator's proposal that was accepted by both Parties.
RECITAL G — Purpose of Settlement. The Parties have entered into this Settlement Agreement to avoid the substantial risks, costs, delays, and uncertainties of continued litigation, including the risk of an adverse outcome at trial, the possibility of protracted appellate proceedings, and the inherent uncertainty of class litigation. Plaintiffs believe that the claims asserted in the Action have merit and that class treatment of those claims is appropriate, but recognize the risks and uncertainties inherent in any complex litigation and have concluded that the Settlement provides a fair, reasonable, and adequate recovery for the Settlement Class. AMA denies all liability but has concluded that settlement is in its best interest to avoid the continued burden and expense of litigation. The Parties agree that this Settlement is fair, reasonable, and adequate and is in the best interests of the Settlement Class.
NOW, THEREFORE, in consideration of the mutual covenants, agreements, and releases set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
SECTION 1 — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in a particular section shall have the meanings ascribed to them elsewhere in this Agreement.
1.1 "Action" means the consolidated lawsuit captioned Marisol Fuentes, Derek Halloran, and Yesenia Padilla v. Aurelius Media Americas Inc., Lead Case No. 22STCV38214 (Consolidated with Case No. 22STCV39501), pending in the Superior Court of the State of California, County of Los Angeles — Central District, assigned for all purposes to the Honorable Raymond Escobedo, Department 34.
1.2 "AMA" or "Defendant" means Aurelius Media Americas Inc., a Delaware corporation (Delaware Division of Corporations File No. 5284731), qualified to do business in the State of California, with its principal office located at 8500 Sunset Boulevard, Suite 1400, West Hollywood, California 90069. AMA is a wholly owned subsidiary of Aurelius Global Media Group PLC ("AGMG"), a public limited company organized under the laws of England and Wales (Companies House Registration No. 08412667), headquartered at 34 Kingsway, London WC2B 6EX, United Kingdom.
1.3 "Class Counsel" means Castellano Byrne & Salas LLP, located at 11755 Wilshire Boulevard, Suite 900, Los Angeles, California 90025 (attorneys Marco Castellano, Diane Salas, and Trevor Kim), serving as Lead Class Counsel; and Veltrano Employment Law Group PC, located at 350 South Grand Avenue, Suite 2800, Los Angeles, California 90071 (attorney Sandra Higuera), serving as PAGA Co-Counsel.
1.4 "Class Members" or "Settlement Class Members" means all individuals falling within the Settlement Class Definition set forth in Section 1.28 of this Agreement.
1.5 "Class Period" means the period from November 1, 2018 through October 31, 2023, inclusive.
1.6 "Class Representatives" or "Named Plaintiffs" means the following individuals:
(a) Marisol Fuentes, a former Production Coordinator in the Unscripted Programming Division of AMA, employed by AMA from March 14, 2019 through August 5, 2022, whose last hourly rate of pay was $28.50, and whose last known address is 4227 Los Feliz Boulevard, Apartment 6, Los Angeles, California 90027;
(b) Derek Halloran, a former Post-Production Assistant in the Digital Content Division of AMA, employed by AMA from June 1, 2020 through November 30, 2022, whose last hourly rate of pay was $24.75, and whose last known address is 1518 N. Cahuenga Boulevard, Unit 3B, Hollywood, California 90028; and
(c) Yesenia Padilla, a former Segment Coordinator in the Live Events Division of AMA, employed by AMA from January 10, 2018 through May 17, 2022, whose last hourly rate of pay was $31.00, and whose last known address is 972 S. Figueroa Street, Apartment 1012, Los Angeles, California 90015.
1.7 "Claims Administrator" means Meridian Settlement Services LLC, located at 1600 E. Fourth Street, Suite 240, Santa Ana, California 92701, with Angela Truong as Principal Contact for the administration of this Settlement.
1.8 "Court" means the Superior Court of the State of California, County of Los Angeles — Central District, the Honorable Raymond Escobedo, Department 34.
1.9 "Defense Counsel" means Calderwood & Harkness LLP, located at 777 South Flower Street, Suite 4200, Los Angeles, California 90017 (attorneys Renata Vasquez, Bernard Crawford, Devon Archer, and Nadia Petrov).
1.10 "Effective Date" means the date on which the Final Approval Order becomes final, which shall be the latest of the following: (a) the date of entry of the Final Approval Order, if no objection to the Settlement was filed or if all objections were withdrawn prior to or at the Final Approval Hearing; (b) the date on which the time for filing a notice of appeal from the Final Approval Order has expired without any appeal having been filed (currently thirty (30) days after service of notice of entry of the Final Approval Order under California Rules of Court, rule 8.104, or sixty (60) days after entry without notice under California Rules of Court, rule 8.104(a)(1)(C)); or (c) the date on which any appeal from the Final Approval Order has been finally resolved in a manner that affirms the Final Approval Order, whether by decision of the appellate court, denial of a petition for review, or dismissal of the appeal by stipulation or otherwise.
1.11 "Final Approval Hearing" means the hearing at which the Court will consider whether to grant final approval of the Settlement pursuant to California Rules of Court, rule 3.769(g), currently anticipated to be scheduled for a date approximately ninety (90) calendar days after entry of the Preliminary Approval Order, or as otherwise ordered by the Court.
1.12 "Final Approval Order" means the order and judgment to be entered by the Court granting final approval of the Settlement, substantially in the form attached hereto as Exhibit D, or as otherwise ordered by the Court.
1.13 "Gross Settlement Amount" or "GSA" means the total, maximum, all-inclusive, and non-reversionary settlement consideration to be paid by or on behalf of Defendant in the amount of Fourteen Million Seven Hundred Fifty Thousand Dollars ($14,750,000.00), which constitutes the total and complete monetary obligation of AMA under this Settlement. The GSA is inclusive of all payments described in Section 3 of this Agreement, including but not limited to the Net Settlement Fund, Attorneys' Fees, Litigation Costs, Class Representative Service Awards, Settlement Administration Costs, and the PAGA Payment.
1.14 "LWDA" means the Labor and Workforce Development Agency of the State of California, an agency of the California Labor Cabinet.
1.15 "Net Settlement Fund" or "NSF" means the portion of the GSA remaining after deduction of all Court-approved amounts for Attorneys' Fees, Litigation Costs, Class Representative Service Awards, Settlement Administration Costs, and the PAGA Payment, as more particularly described in Section 3 of this Agreement. The NSF shall be distributed to Participating Class Members in accordance with Section 4 of this Agreement.
1.16 "Notice" means the notices to be provided to Settlement Class Members regarding the Settlement, including the Long-Form Class Notice (Exhibit A), the Summary/Postcard Notice (Exhibit B), and any information posted on the Settlement Website, as described in Section 5 of this Agreement.
1.17 "Objection" means a written objection to the Settlement, or any aspect thereof, filed by a Settlement Class Member in accordance with the procedures set forth in Section 8 of this Agreement.
1.18 "Opt-Out" or "Request for Exclusion" means a written request by a Settlement Class Member to be excluded from the Settlement Class, submitted in accordance with the procedures set forth in Section 7 of this Agreement.
1.19 "PAGA Payment" means the sum of Seven Hundred Fifty Thousand Dollars ($750,000.00) from the GSA, which is allocated as the civil penalties component of the Settlement under the Private Attorneys General Act, California Labor Code Sections 2698 through 2699.8. The PAGA Payment shall be distributed as follows: seventy-five percent (75%) of the PAGA Payment, which equals Five Hundred Sixty-Two Thousand Five Hundred Dollars ($562,500.00), shall be paid to the LWDA; and twenty-five percent (25%) of the PAGA Payment, which equals One Hundred Eighty-Seven Thousand Five Hundred Dollars ($187,500.00), shall be distributed to Aggrieved Employees (i.e., all Settlement Class Members who do not submit a valid and timely Opt-Out), pro rata, in addition to their Individual Settlement Payments.
1.20 "Participating Class Members" means all Settlement Class Members who do not submit a valid and timely Request for Exclusion (Opt-Out) pursuant to Section 7 of this Agreement.
1.21 "Preliminary Approval Order" means the order to be entered by the Court granting preliminary approval of the Settlement, provisionally certifying the Settlement Class for settlement purposes, approving the form and manner of Notice, appointing the Claims Administrator, and scheduling the Final Approval Hearing, substantially in the form attached hereto as Exhibit C, or as otherwise ordered by the Court.
1.22 "Released Claims" has the meaning set forth in Section 9.1 of this Agreement.
1.23 "Released Parties" has the meaning set forth in Section 9.2 of this Agreement.
1.24 "Releasing Parties" has the meaning set forth in Section 9.3 of this Agreement.
1.25 "Response Deadline" means the date by which Settlement Class Members must submit Opt-Out requests and/or Objections, which shall be sixty (60) calendar days after the date on which the Class Notice is first mailed by the Claims Administrator, as set forth in the Preliminary Approval Order.
1.26 "Settlement" means the settlement of the Action as set forth in this Agreement, including all terms, conditions, obligations, and releases contained herein.
1.27 "Settlement Administration Costs" means the reasonable costs and expenses incurred by the Claims Administrator in administering the Settlement, including but not limited to costs associated with notice printing and mailing, postage, address verification and skip-tracing, claims processing, tax reporting, check issuance, fund distribution, toll-free telephone administration, and Settlement Website maintenance, in an amount not to exceed Three Hundred Eighty-Five Thousand Dollars ($385,000.00).
1.28 "Settlement Class" or "Settlement Class Definition" means all current and former non-exempt, hourly employees of Aurelius Media Americas Inc. who worked in the State of California at any time during the period from November 1, 2018 through October 31, 2023, and who were subject to AMA's automatic meal period deduction policy as implemented in the NovaPay Solutions TimeTrack Pro timekeeping system. The estimated size of the Settlement Class is approximately 1,850 individuals. The Settlement Class is consistent with the class certified by the Court's August 11, 2023 Order, with the class period extended through October 31, 2023 (the end of the settlement class period) to account for additional class members who may have been employed during the extended period.
1.29 "Settlement Website" means the website to be established and maintained by the Claims Administrator at a URL to be determined (anticipated to be www.AMASettlement.com or a substantially similar domain), which shall provide information about the Settlement, including the Long-Form Notice, this Settlement Agreement, key Court orders, frequently asked questions, and the ability for Settlement Class Members to update their mailing addresses and submit inquiries.
1.30 "Workweek Data" means records maintained by AMA and/or NovaPay Solutions Inc. reflecting the number of workweeks and recorded overtime hours for each Settlement Class Member during the Class Period, which data shall be used by the Claims Administrator for purposes of calculating Individual Settlement Payments under Section 4 of this Agreement.
SECTION 2 — CONDITIONAL CERTIFICATION OF SETTLEMENT CLASS
2.1 Settlement Class Certification. For settlement purposes only, and without prejudice to AMA's right to contest class certification in any future proceeding in the event the Settlement is not approved by the Court, is not consummated, or is terminated for any reason, the Parties stipulate and agree to the certification of the Settlement Class as defined in Section 1.28 of this Agreement. The Parties agree that this stipulation to class certification is made solely for purposes of effectuating this Settlement and shall have no bearing on, and shall not be admissible in connection with, any issue of class certification in any future proceeding, whether in this Action or any other action or proceeding. AMA does not waive, and expressly reserves, the right to oppose class certification in any future proceeding if this Settlement is not approved by the Court, does not become final, or is terminated pursuant to Section 13 of this Agreement. In such event, no Party shall rely upon or cite the conditional certification of the Settlement Class as evidence supporting or opposing class certification.
2.2 Class Representatives. The Parties agree that Marisol Fuentes, Derek Halloran, and Yesenia Padilla shall serve as the Class Representatives for purposes of this Settlement. The Class Representatives have actively participated in the prosecution of this Action, have monitored the litigation and settlement process, have provided information and documentation to Class Counsel, have sat for depositions, and have reviewed and approved the terms of this Settlement Agreement.
2.3 Class Counsel. The Parties agree that Castellano Byrne & Salas LLP shall serve as Lead Class Counsel and that Veltrano Employment Law Group PC shall serve as PAGA Co-Counsel for purposes of this Settlement, subject to Court approval. Class Counsel have extensive experience in the prosecution and settlement of complex employment class actions and PAGA actions in California.
2.4 Claims Administrator. The Parties agree that Meridian Settlement Services LLC shall be appointed as the Claims Administrator for purposes of this Settlement, subject to Court approval. The Claims Administrator shall perform all settlement administration tasks as set forth in this Agreement, including but not limited to mailing of Notice, processing of Opt-Out requests and Objections, calculating Individual Settlement Payments, establishing and maintaining the Qualified Settlement Fund, issuing settlement checks, performing tax reporting, and maintaining the Settlement Website and toll-free telephone number.
SECTION 3 — SETTLEMENT CONSIDERATION
3.1 Gross Settlement Amount. In full and final settlement of the Action and all Released Claims, AMA shall cause to be paid, or shall pay, the total, maximum, all-inclusive, and non-reversionary sum of Fourteen Million Seven Hundred Fifty Thousand Dollars ($14,750,000.00) (the "Gross Settlement Amount" or "GSA"). The GSA constitutes the total maximum monetary obligation of AMA under this Settlement and includes all payments described in this Section 3, including without limitation the Net Settlement Fund, Attorneys' Fees, Litigation Costs, Class Representative Service Awards, Settlement Administration Costs, and the PAGA Payment. AMA shall have no obligation to pay any amount in excess of the GSA, except for the employer's share of payroll taxes as set forth in Section 4.4 of this Agreement.
3.2 Funding of the GSA. The GSA shall be funded as follows:
(a) Insurance Contribution. Pemberton Mutual Assurance Co. ("Pemberton"), pursuant to Employment Practices Liability Policy No. PMA-EPL-2022-00837, shall contribute the sum of Nine Million Two Hundred Fifty Thousand Dollars ($9,250,000.00) toward the GSA. AMA represents and warrants that Pemberton's consent to and authorization of this contribution have been obtained in writing prior to the execution of this Agreement.
(b) AMA Self-Funded Contribution. AMA shall contribute the sum of Five Million Five Hundred Thousand Dollars ($5,500,000.00) toward the GSA from its own corporate funds or such other source as AMA may determine in its sole discretion.
AMA shall deposit the GSA into a Qualified Settlement Fund ("QSF") established and maintained by the Claims Administrator within fourteen (14) calendar days of the Effective Date. The QSF shall be established as a qualified settlement fund within the meaning of Section 468B of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. AMA shall be responsible for coordinating with Pemberton Mutual Assurance Co. regarding the timely transmittal of the carrier's contribution to the QSF. In the event that Pemberton's funding is delayed beyond the fourteen (14) day funding deadline, AMA shall advance the full GSA to the QSF and shall seek reimbursement from Pemberton directly, such that the funding deadline shall not be extended on account of any delay by Pemberton.
3.3 Allocation of the GSA. The GSA shall be allocated as follows:
(a) Attorneys' Fees. Class Counsel shall apply to the Court for an award of attorneys' fees in the amount of thirty-three and one-third percent (33.33%) of the GSA, which equals Four Million Nine Hundred Sixteen Thousand One Hundred Seventy-Five Dollars ($4,916,175.00). The attorneys' fee award shall be paid from the GSA, and AMA shall have no separate or additional obligation to pay attorneys' fees beyond the amount approved by the Court from the GSA. AMA agrees that it will not oppose an attorneys' fee request in an amount up to and including thirty-three and one-third percent (33.33%) of the GSA. The Court's determination of the appropriate attorneys' fee award, including any reduction in the requested amount, is not a material term or condition of this Settlement and shall not provide a basis for termination of this Agreement. Any reduction in the attorneys' fee award by the Court below the requested amount shall be added to the Net Settlement Fund and distributed to Participating Class Members. The attorneys' fee award shall compensate Class Counsel for all work performed and costs advanced in connection with the prosecution of this Action, the negotiation and administration of this Settlement, and any related proceedings.
(b) Litigation Costs. Class Counsel shall apply to the Court for reimbursement of reasonable litigation costs and expenses actually incurred in the prosecution of this Action, in an amount not to exceed Four Hundred Twelve Thousand Three Hundred Dollars ($412,300.00). Such costs include, but are not limited to, filing fees, deposition costs, expert witness fees and expenses, document review and production costs, mediation fees, photocopying and printing costs, travel expenses, and other out-of-pocket litigation expenses. Class Counsel shall submit documentation of such costs with their fee petition. AMA agrees that it will not oppose a cost reimbursement request in an amount up to and including Four Hundred Twelve Thousand Three Hundred Dollars ($412,300.00). The Court's determination of the appropriate cost reimbursement, including any reduction in the requested amount, is not a material term or condition of this Settlement and shall not provide a basis for termination of this Agreement. Any reduction in the cost reimbursement by the Court below the requested amount shall be added to the Net Settlement Fund and distributed to Participating Class Members.
(c) Class Representative Service Awards. Class Counsel shall apply to the Court for service awards to be paid to the Class Representatives in recognition of their service to the Settlement Class, their time and effort in prosecuting this Action, and the risks they assumed in serving as named plaintiffs, in the following amounts:
(i) Marisol Fuentes: Fifteen Thousand Dollars ($15,000.00);
(ii) Derek Halloran: Ten Thousand Dollars ($10,000.00); and
(iii) Yesenia Padilla: Ten Thousand Dollars ($10,000.00).
The total Class Representative Service Awards shall not exceed Thirty-Five Thousand Dollars ($35,000.00). The Service Awards shall be paid from the GSA and are in addition to any Individual Settlement Payment that the Class Representatives may receive as Participating Class Members. AMA agrees that it will not oppose service award requests up to and including the amounts stated above. The Court's determination of the appropriate service awards, including any reduction in the requested amounts, is not a material term or condition of this Settlement and shall not provide a basis for termination of this Agreement. Any reduction in the service awards by the Court below the requested amounts shall be added to the Net Settlement Fund and distributed to Participating Class Members.
(d) Settlement Administration Costs. The reasonable costs and expenses incurred by the Claims Administrator in administering the Settlement shall be paid from the GSA in an amount not to exceed Three Hundred Eighty-Five Thousand Dollars ($385,000.00). The Claims Administrator shall submit itemized invoices to Class Counsel and Defense Counsel for review on a monthly basis during the administration period, and neither Class Counsel nor Defense Counsel shall unreasonably withhold approval of such invoices. Any dispute regarding the reasonableness of the Claims Administrator's fees and expenses shall be submitted to the Court for resolution. Any unused portion of the Settlement Administration Costs budget shall be added to the Net Settlement Fund and distributed to Participating Class Members.
(e) PAGA Payment. Seven Hundred Fifty Thousand Dollars ($750,000.00) of the GSA shall be allocated to the PAGA Payment, representing the civil penalties component of the Settlement attributable to PAGA claims asserted in this Action. The PAGA Payment shall be distributed as follows: seventy-five percent (75%) of the PAGA Payment, which equals Five Hundred Sixty-Two Thousand Five Hundred Dollars ($562,500.00), shall be paid to the LWDA; and twenty-five percent (25%) of the PAGA Payment, which equals One Hundred Eighty-Seven Thousand Five Hundred Dollars ($187,500.00), shall be distributed to Aggrieved Employees (i.e., all Participating Class Members who do not opt out of the Settlement Class), pro rata based on the same allocation formula set forth in Section 4.1, in addition to their Individual Settlement Payments from the Net Settlement Fund. The Claims Administrator shall remit the LWDA's seventy-five percent (75%) share of the PAGA Payment directly to the LWDA at the address specified by the LWDA, within thirty (30) calendar days of the Effective Date.
(f) Net Settlement Fund. The Net Settlement Fund ("NSF") shall equal the GSA minus the sum of the Court-approved Attorneys' Fees, Litigation Costs, Class Representative Service Awards, Settlement Administration Costs, and PAGA Payment. Based on the amounts set forth above (assuming the full requested amounts are approved by the Court), the estimated NSF is as follows:
The NSF shall be distributed to Participating Class Members in accordance with Section 4 of this Agreement.
3.4 Non-Reversionary Settlement. The GSA is entirely non-reversionary. No portion of the GSA shall revert to AMA, its insurers, or any other person or entity under any circumstances, except as expressly provided in Section 13 of this Agreement (Termination). In the event that any portion of the GSA remains undistributed after the completion of all distributions to Participating Class Members and the expiration of all settlement checks (including uncashed or stale-dated checks), such remaining funds shall be distributed as cy pres in accordance with Section 4.6 of this Agreement.
SECTION 4 — DISTRIBUTION OF NET SETTLEMENT FUND
4.1 Allocation Formula. Individual Settlement Payments to each Participating Class Member shall be calculated by the Claims Administrator based on the following allocation formula, which is designed to reflect the relative strength of each Participating Class Member's claims and to provide a fair and reasonable distribution based on each individual's work history during the Class Period:
(a) Sixty percent (60%) of each Participating Class Member's pro rata share of the NSF shall be based on the number of Workweeks that such Participating Class Member worked during the Class Period, relative to the total number of Workweeks worked by all Participating Class Members during the Class Period. This component is intended to reflect the meal period and wage statement claims, which are workweek-based.
(b) Forty percent (40%) of each Participating Class Member's pro rata share of the NSF shall be based on the number of recorded Overtime Hours that such Participating Class Member worked during the Class Period, relative to the total number of recorded Overtime Hours worked by all Participating Class Members during the Class Period. This component is intended to reflect the overtime and off-the-clock claims.
The allocation formula for each Participating Class Member's Individual Settlement Payment is expressed as follows:
Individual Payment = (NSF) × [(0.60 × (Member's Workweeks ÷ Total Workweeks)) + (0.40 × (Member's Overtime Hours ÷ Total Overtime Hours))]
In the event that a Participating Class Member has zero (0) recorded Overtime Hours during the Class Period, such member's Individual Settlement Payment shall be calculated based solely on the workweek component (i.e., the overtime component shall be zero for that member, but the member shall still receive a payment based on the workweek component). The Claims Administrator shall apply the foregoing formula to all Participating Class Members and shall prepare a distribution spreadsheet for review by Class Counsel and Defense Counsel prior to the distribution of settlement checks.
4.2 Data Source. The Claims Administrator shall calculate Individual Settlement Payments using Workweek Data provided by AMA and/or NovaPay Solutions Inc. (AMA's third-party timekeeping vendor). AMA shall provide the Workweek Data to the Claims Administrator within fourteen (14) calendar days of entry of the Preliminary Approval Order. The Workweek Data shall include, for each Settlement Class Member, the following information: (a) full legal name; (b) last known mailing address; (c) Social Security number (or, at a minimum, the last four digits thereof); (d) dates of employment with AMA during the Class Period; (e) the total number of workweeks worked during the Class Period; and (f) the total number of recorded overtime hours worked during the Class Period. AMA represents and warrants that it will provide the Workweek Data in good faith and that such data will be derived from the most accurate and complete records reasonably available to AMA. In the event of any dispute regarding the accuracy of the Workweek Data, the Parties shall meet and confer in good faith to resolve the dispute, and if the dispute cannot be resolved, either Party may seek resolution from the Court.
4.3 Estimated Average Individual Payment. Based on the estimated NSF of Eight Million Two Hundred Fifty-One Thousand Five Hundred Twenty-Five Dollars ($8,251,525.00) and an estimated class size of approximately 1,850 Participating Class Members, the estimated average Individual Settlement Payment is approximately Four Thousand Four Hundred Sixty Dollars ($4,460.00). Actual Individual Settlement Payments will vary based on each Participating Class Member's individual workweeks and overtime hours worked during the Class Period, as well as the total number of Opt-Outs and the final Court-approved deductions from the GSA. Some Participating Class Members may receive more or less than the estimated average depending on their individual circumstances.
4.4 Tax Treatment of Individual Settlement Payments. Each Individual Settlement Payment shall be allocated for tax purposes as follows:
(a) Wage Portion (50%). Fifty percent (50%) of each Individual Settlement Payment shall be characterized and reported as wages for services rendered, and shall be subject to applicable federal and state income tax withholding and employee-side payroll taxes, including the employee's share of FICA (Social Security and Medicare taxes) and applicable state payroll taxes. This portion shall be reported on IRS Form W-2.
(b) Interest and Penalties Portion (33.33%). Thirty-three and one-third percent (33.33%) of each Individual Settlement Payment shall be characterized and reported as interest and penalties, which are not subject to withholding but are generally taxable as ordinary income to the recipient. This portion shall be reported on IRS Form 1099-MISC (or such other form as may be required by applicable tax law at the time of distribution).
(c) Non-Wage Damages Portion (16.67%). Sixteen and sixty-seven hundredths percent (16.67%) of each Individual Settlement Payment shall be characterized and reported as non-wage damages, which are not subject to withholding. This portion shall be reported on IRS Form 1099-MISC (or such other form as may be required by applicable tax law at the time of distribution).
AMA shall be responsible for paying the employer's share of payroll taxes (including the employer's share of FICA and applicable federal and state unemployment taxes) on the wage portion of Individual Settlement Payments. The employer's share of payroll taxes shall be paid by AMA separately from the GSA and shall not be deducted from the NSF or from any Participating Class Member's Individual Settlement Payment. Neither Class Counsel, Defense Counsel, nor the Claims Administrator makes any representation or warranty regarding the tax treatment of any Individual Settlement Payment, and each Participating Class Member is encouraged to consult with a qualified tax advisor regarding the tax consequences of his or her Individual Settlement Payment.
4.5 Distribution Timeline. The Claims Administrator shall mail Individual Settlement Payment checks to Participating Class Members within thirty (30) calendar days of the date on which the GSA is fully funded in the QSF. Checks shall be valid for one hundred eighty (180) calendar days from the date of issuance and shall bear a legend indicating the void-after date. Prior to mailing settlement checks, the Claims Administrator shall perform a National Change of Address ("NCOA") search for all Settlement Class Members to update mailing addresses. The Claims Administrator shall make reasonable efforts to locate Participating Class Members whose settlement checks are returned as undeliverable by the United States Postal Service, including performing skip-tracing using commercially available databases. If, after such efforts, a Participating Class Member's updated address is identified, the Claims Administrator shall re-mail the check to the updated address. If, despite such efforts, a Participating Class Member cannot be located or a check remains undeliverable, the funds represented by that check shall be treated as residual funds and distributed in accordance with Section 4.6 of this Agreement.
4.6 Cy Pres / Residual Funds. Any funds remaining in the QSF after the expiration of all settlement checks, including uncashed checks and funds resulting from stale-dated or voided checks, as well as any funds remaining after all distributions to Participating Class Members have been completed, shall be distributed as a cy pres payment to the Legal Aid Foundation of Los Angeles (LAFLA), a non-profit organization that provides free legal services to low-income individuals in the greater Los Angeles area. In the event that the Legal Aid Foundation of Los Angeles is unable or unwilling to accept the cy pres payment for any reason, the Parties shall confer and agree upon an alternative cy pres recipient with a mission reasonably related to the interests of the Settlement Class, subject to Court approval. No cy pres distribution shall be made until after the expiration of all settlement checks and the completion of all distributions to Participating Class Members.
4.7 No Claims Filing Required. Settlement Class Members are not required to submit a claim form or take any affirmative action to receive an Individual Settlement Payment. All Participating Class Members (i.e., Settlement Class Members who do not submit a valid and timely Opt-Out) shall automatically receive an Individual Settlement Payment based on the allocation formula set forth in Section 4.1, calculated using the Workweek Data provided by AMA. Although the submission of a claim form is not required for eligibility to receive a payment, the Claims Administrator shall provide Settlement Class Members with an opportunity to submit an updated address form (via the Settlement Website, by mail, or by telephone) to ensure that settlement checks are mailed to the correct address. The Claims Administrator shall track address updates for purposes of confirming addresses and ensuring accurate and efficient distribution of settlement funds.
SECTION 5 — NOTICE TO SETTLEMENT CLASS
5.1 Notice Plan. Within thirty (30) calendar days of the entry of the Preliminary Approval Order, the Claims Administrator shall implement the following notice plan to provide the best practicable notice to all Settlement Class Members:
(a) The Claims Administrator shall mail, by United States first-class mail, postage prepaid, the Class Notice (as described in Sections 5.2 and 5.3 below) to all Settlement Class Members at their last known mailing addresses as reflected in AMA's employment and payroll records and/or the records of NovaPay Solutions Inc.
(b) Prior to the initial mailing, the Claims Administrator shall perform a National Change of Address ("NCOA") search through the United States Postal Service database and shall update mailing addresses accordingly.
(c) For any Notices returned as undeliverable with a forwarding address, the Claims Administrator shall re-mail the Notice to the forwarding address within seven (7) calendar days of receipt of the returned mail.
(d) For any Notices returned as undeliverable without a forwarding address, the Claims Administrator shall perform a skip-trace using commercially available databases and, if an updated address is identified, shall re-mail the Notice to the updated address within seven (7) calendar days of identification of the new address.
5.2 Long-Form Class Notice. The Long-Form Class Notice shall be substantially in the form attached hereto as Exhibit A, and shall be subject to Court approval as part of the Preliminary Approval Order. The Long-Form Class Notice shall include, at a minimum, the following information:
(a) A clear and concise description of the Action, including the nature of the claims asserted by Plaintiffs and the defenses asserted by AMA;
(b) A summary of the material terms of the Settlement, including the Gross Settlement Amount, the estimated Net Settlement Fund, the estimated average Individual Settlement Payment, the allocation formula used to calculate Individual Settlement Payments, and the tax treatment of Individual Settlement Payments;
(c) A description of the Released Claims, including the scope of the release and the waiver of California Civil Code Section 1542;
(d) A description of the procedures and deadline for submitting a Request for Exclusion (Opt-Out) from the Settlement Class, including the required contents of an Opt-Out request;
(e) A description of the procedures and deadline for submitting an Objection to the Settlement, including the required contents of an Objection;
(f) The date, time, and location of the Final Approval Hearing;
(g) Contact information for Class Counsel and the Claims Administrator, including mailing addresses, telephone numbers, and email addresses;
(h) The URL of the Settlement Website; and
(i) A statement that Settlement Class Members who do not submit a valid and timely Opt-Out will be bound by the terms of the Settlement, including the release of claims, and will automatically receive an Individual Settlement Payment.
5.3 Summary/Postcard Notice. In addition to the Long-Form Class Notice, the Claims Administrator shall mail a Summary/Postcard Notice to each Settlement Class Member at his or her last known mailing address. The Summary/Postcard Notice shall be substantially in the form attached hereto as Exhibit B, and shall include a brief summary of the Settlement, the estimated average Individual Settlement Payment, the Response Deadline, the date of the Final Approval Hearing, and directions to the Settlement Website and the Long-Form Class Notice for additional information. The Summary/Postcard Notice shall be mailed concurrently with or as part of the same mailing as the Long-Form Class Notice.
5.4 Settlement Website. The Claims Administrator shall establish and maintain a Settlement Website, accessible to the public, that provides comprehensive information about the Settlement. The Settlement Website shall include, at a minimum: (a) the Long-Form Class Notice; (b) this Settlement Agreement; (c) the Preliminary Approval Order; (d) any other Court orders related to the Settlement; (e) a list of frequently asked questions and answers regarding the Settlement; and (f) a mechanism by which Settlement Class Members may update their mailing addresses and submit inquiries to the Claims Administrator. The Settlement Website shall be operational no later than the date on which the Class Notice is first mailed and shall remain active and accessible for a period of no less than one hundred eighty (180) calendar days after the date on which Individual Settlement Payment checks are mailed.
5.5 Toll-Free Number. The Claims Administrator shall establish and maintain a toll-free telephone number dedicated to providing recorded information about the Settlement, including a summary of the Settlement terms, the Response Deadline, the date of the Final Approval Hearing, and instructions for submitting Opt-Out requests, Objections, and address updates. The toll-free number shall include the ability for callers to leave voicemail messages for the Claims Administrator, and the Claims Administrator shall respond to all such messages within two (2) business days. The toll-free number shall be operational no later than the date on which the Class Notice is first mailed and shall remain active for a period of no less than one hundred eighty (180) calendar days after the date on which Individual Settlement Payment checks are mailed.
5.6 Costs of Notice. All costs associated with providing Notice to Settlement Class Members, including printing, postage, address verification, skip-tracing, Settlement Website development and maintenance, and toll-free telephone administration, shall be paid from the Settlement Administration Costs allocation of the GSA as set forth in Section 3.3(d) of this Agreement.
SECTION 6 — PRELIMINARY APPROVAL
6.1 Motion for Preliminary Approval. Within seven (7) calendar days of the execution of this Agreement by all Parties, Class Counsel and Defense Counsel shall jointly prepare and file with the Court a Motion for Preliminary Approval of the Settlement. The Motion for Preliminary Approval shall request that the Court enter a Preliminary Approval Order that:
(a) Preliminarily approves this Settlement Agreement as fair, reasonable, and adequate within the meaning of California Rules of Court, rule 3.769, and Dunk v. Ford Motor Co. (1996) 48 Cal.App.4th 1794;
(b) Provisionally certifies the Settlement Class, as defined in Section 1.28 of this Agreement, for settlement purposes only;
(c) Appoints Marisol Fuentes, Derek Halloran, and Yesenia Padilla as Class Representatives;
(d) Appoints Castellano Byrne & Salas LLP as Lead Class Counsel and Veltrano Employment Law Group PC as PAGA Co-Counsel;
(e) Approves the form and manner of Notice as described in Section 5 of this Agreement and the Exhibits attached hereto;
(f) Appoints Meridian Settlement Services LLC as the Claims Administrator;
(g) Sets the Response Deadline as sixty (60) calendar days after the first mailing of the Class Notice;
(h) Schedules the Final Approval Hearing for a date approximately ninety (90) calendar days after entry of the Preliminary Approval Order, or at such other time as the Court may direct; and
(i) Stays all proceedings in the Action, except as necessary to implement the terms of this Agreement, pending the Final Approval Hearing.
6.2 Supporting Declarations. The Motion for Preliminary Approval shall be supported by declarations of Class Counsel (attesting to the nature and scope of the investigation and discovery conducted, the arm's-length nature of the negotiations, and the basis for Class Counsel's conclusion that the Settlement is fair, reasonable, and adequate), Defense Counsel (attesting to the negotiation process and AMA's agreement to the terms of the Settlement), and the Claims Administrator (attesting to the proposed notice plan, the Claims Administrator's qualifications and experience, and the estimated costs of settlement administration).
SECTION 7 — OPT-OUT / EXCLUSION PROCEDURES
7.1 Right to Opt Out. Any Settlement Class Member who wishes to be excluded from the Settlement Class and to retain his or her right to pursue individual claims against AMA may submit a written Request for Exclusion ("Opt-Out") to the Claims Administrator at the address specified in the Class Notice. The Opt-Out must be sent by United States mail and must be postmarked on or before the Response Deadline. To be valid, an Opt-Out request must include all of the following information:
(a) The Settlement Class Member's full legal name;
(b) The Settlement Class Member's current mailing address;
(c) The Settlement Class Member's telephone number;
(d) The last four digits of the Settlement Class Member's Social Security number;
(e) A clear and unambiguous statement that the Settlement Class Member wishes to be excluded from the Settlement Class in Fuentes v. Aurelius Media Americas Inc., Case No. 22STCV38214; and
(f) The Settlement Class Member's original, handwritten signature.
So-called "mass" or "class" Opt-Out requests (i.e., Opt-Out requests that purport to exclude multiple Settlement Class Members but are signed by only one person, or that are submitted by a third party on behalf of multiple Settlement Class Members without individualized, signed authorizations from each such member) shall not be valid and shall not be honored by the Claims Administrator.
7.2 Effect of Opt-Out. Any Settlement Class Member who submits a valid and timely Opt-Out request shall not be a Participating Class Member, shall not be bound by the terms of this Settlement Agreement (including the release of claims set forth in Section 9), shall not receive an Individual Settlement Payment from the NSF, and shall not share in the PAGA Aggrieved Employee Payment (25% share). Settlement Class Members who submit valid and timely Opt-Out requests retain all legal rights, remedies, and defenses they possessed prior to the execution of this Settlement Agreement, including the right to pursue individual claims against AMA in a separate proceeding, subject to any applicable statutes of limitations or other defenses. Notwithstanding the foregoing, Settlement Class Members who opt out of the Settlement Class remain bound by the PAGA release set forth in Section 9.5 of this Agreement to the extent permitted by law, as PAGA claims are brought on behalf of the State of California and cannot be individually opted out of.
7.3 Opt-Out Threshold / Blow Provision. If the total number of valid and timely Opt-Out requests exceeds five percent (5%) of the total number of Settlement Class Members (i.e., if ninety-three (93) or more Settlement Class Members submit valid and timely Opt-Outs, based on an estimated Settlement Class of approximately 1,850 individuals), AMA shall have the right, in its sole and absolute discretion, to terminate this Settlement Agreement by providing written notice to Class Counsel within fourteen (14) calendar days of the date on which the Claims Administrator provides its final report on Opt-Outs pursuant to Section 7.4. If AMA exercises this termination right, the consequences of termination shall be as set forth in Section 13.2 of this Agreement. AMA's failure to exercise the termination right within the fourteen (14) day period shall constitute a waiver of such right.
7.4 Reporting. The Claims Administrator shall provide Class Counsel and Defense Counsel with a comprehensive report identifying all Opt-Out requests received, including the name of each individual who submitted an Opt-Out request, the date postmarked, and whether the Opt-Out request was determined to be valid or invalid (and, if invalid, the reason for invalidity). This report shall be provided within seven (7) calendar days of the Response Deadline. The Claims Administrator shall also provide interim reports to Class Counsel and Defense Counsel on a weekly basis during the Opt-Out period, identifying the number and identity of Opt-Out requests received to date.
SECTION 8 — OBJECTION PROCEDURES
8.1 Right to Object. Any Settlement Class Member who does not submit a valid and timely Opt-Out request may object to the Settlement, the proposed attorneys' fee award, the proposed litigation cost reimbursement, the proposed Class Representative Service Awards, or any other aspect of the Settlement. A Settlement Class Member who submits a valid and timely Opt-Out request may not also submit an Objection. Objections must be submitted in writing to the Claims Administrator at the address specified in the Class Notice and must also be filed with the Clerk of the Court on or before the Response Deadline. Objections that are not both received by the Claims Administrator and filed with the Court on or before the Response Deadline shall be deemed untimely and shall not be considered by the Court.
8.2 Contents of Objection. To be considered by the Court, an Objection must include all of the following information:
(a) The Settlement Class Member's full legal name, current mailing address, and telephone number;
(b) A clear and detailed statement of the specific basis or bases for the objection, including a description of the legal and factual grounds upon which the objector relies;
(c) Any supporting documents, declarations, affidavits, or other evidence that the objector wishes the Court to consider;
(d) A statement indicating whether the objector intends to appear at the Final Approval Hearing, either in person or through an attorney retained at the objector's own expense, and if through an attorney, the name, address, bar number, and telephone number of such attorney;
(e) A list of all other class action settlements to which the objector (or the objector's counsel, if represented) has objected within the preceding five (5) years, including the case name, case number, and court; and
(f) The objector's original, handwritten signature.
Any Settlement Class Member who fails to submit a timely and properly completed Objection in accordance with the requirements set forth in this Section 8.2 shall be deemed to have waived and forfeited any and all rights to object to the Settlement, to appear at the Final Approval Hearing, and to appeal from the Final Approval Order. Such waiver shall apply to any objection to the Settlement, the attorneys' fee award, the litigation cost reimbursement, the service awards, or any other aspect of the Settlement.
8.3 Responses to Objections. Class Counsel and/or Defense Counsel may file written responses to any Objections no later than fourteen (14) calendar days before the Final Approval Hearing, or at such other time as the Court may direct. The Parties reserve the right to take discovery of any objector, including depositions and document requests, to the extent reasonably necessary to address the objection and as permitted by the Court.
SECTION 9 — RELEASE OF CLAIMS
9.1 Released Claims. Upon the Effective Date, each Participating Class Member (and each Releasing Party) shall be deemed to have fully, finally, and forever released, relinquished, and discharged each and every one of the Released Parties from any and all claims, demands, rights, liabilities, actions, causes of action, suits, debts, liens, contracts, agreements, damages, costs, charges, complaints, obligations, losses, sums of money, penalties, and any and all other legal responsibilities of any kind or nature whatsoever, whether in law or in equity, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, matured or unmatured, accrued or unaccrued, liquidated or unliquidated, contingent or non-contingent, that were alleged in the Action, could have been alleged in the Action based on the facts and circumstances pleaded in the Consolidated Amended Complaint, or arise out of or relate to the same facts, circumstances, transactions, events, policies, or practices alleged in the Action, including but not limited to:
(a) All claims for failure to provide compliant meal periods, including first and second meal period claims, premium pay for missed, late, short, or interrupted meal periods, and claims based on AMA's automatic meal period deduction policy, in violation of California Labor Code Sections 226.7 and 512 and any applicable IWC Wage Order;
(b) All claims for failure to provide compliant rest periods, including premium pay for missed, late, short, or interrupted rest periods, in violation of California Labor Code Section 226.7 and any applicable IWC Wage Order;
(c) All claims for failure to pay overtime compensation, including claims for off-the-clock work, underreporting of hours worked, and rounding practices, in violation of California Labor Code Sections 510 and 1194 and any applicable IWC Wage Order;
(d) All claims for failure to pay minimum wage, including claims arising from time-rounding practices and off-the-clock work, in violation of California Labor Code Sections 1197, 1197.1, and 1198 and any applicable IWC Wage Order;
(e) All claims for failure to provide accurate, itemized wage statements, in violation of California Labor Code Section 226, including derivative wage statement claims arising from the underlying substantive violations;
(f) All claims for waiting time penalties for failure to timely pay all wages due and owing upon separation from employment, in violation of California Labor Code Sections 201, 202, and 203;
(g) All claims for unfair, unlawful, or fraudulent business practices, in violation of California Business and Professions Code Section 17200 et seq., to the extent based on the underlying Labor Code violations described above;

SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF LOS ANGELES — CENTRAL DISTRICT

CLASS ACTION SETTLEMENT AGREEMENT AND RELEASE

PREAMBLE AND RECITALS

Record

Parties

Dates

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