4:12-cv GAD-DRG Doc # Filed 09/21/15 Pg 1 of 82 Pg ID 4165 EXHIBIT 2

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1 4:12-cv GAD-DRG Doc # Filed 09/21/15 Pg 1 of 82 Pg ID 4165 EXHIBIT 2

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38 4:12-cv GAD-DRG Doc # Filed 09/21/15 Pg 38 of 82 Pg ID 4202 INDEX OF EXHIBITS TO SETTLEMENT AGREEMENT Exhibit A: Exhibit B: Exhibit C: Exhibit D: Exhibit E: Exhibit F: Exhibit G: List of Opt-Out Excluded from Class List of Settled Individuals Excluded from Class List of Class Members Proposed Final Order Notice Plan of Allocation Proposed Preliminary Approval Order

39 4:12-cv GAD-DRG Doc # Filed 09/21/15 Pg 39 of 82 Pg ID 4203 EXHIBIT A INDIVIDUAL EXCLUDED FROM CLASS- REQUEST FOR EXCLUSION FILED UNDER SEAL PURSUANT TO COURT ORDER -Intentionally Omitted-

40 4:12-cv GAD-DRG Doc # Filed 09/21/15 Pg 40 of 82 Pg ID 4204 EXHIBIT B INDIVIDUALS EXCLUDED FROM CLASS- SETTLED PARTIES FILED UNDER SEAL PURSUANT TO COURT ORDER -Intentionally Omitted-

41 4:12-cv GAD-DRG Doc # Filed 09/21/15 Pg 41 of 82 Pg ID 4205 EXHIBIT C LIST OF CLASS MEMBERS NOT OTHERWISE EXCLUDED FILED UNDER SEAL PURSUANT TO COURT ORDER -Intentionally Omitted-

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43 4:12-cv GAD-DRG Doc # Filed 09/21/15 Pg 43 of 82 Pg ID 4207 UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION JOHN B. DAVIDSON, individually and on behalf of others similarly situated, Plaintiff, v. HENKEL CORPORATION, HENKEL OF AMERICA, INC., and HENKEL CORPORATION DEFERRED COMPENSATION AND SUPPLEMENTAL RETIREMENT PLAN and its COMMITTEE AS ADMINISTRATOR OF THE HENKEL CORPORATION DEFERRED COMPENSATION AND SUPPLEMENTAL RETIREMENT PLAN, ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) Case No. 12-cv GAD-DRG Hon. Gershwin A. Drain Mag. David R. Grand CLASS ACTION Defendants. / PROPOSED FINAL ORDER AND JUDGMENT WHEREAS, the Named Plaintiff John B. Davidson, on behalf of himself and members of the class ( Class ) against Henkel Corporation, Henkel of America, Inc., and Henkel Corporation Deferred Compensation and Supplemental Retirement Plan and its Committee as Administrator of the Henkel Corporation Deferred Compensation and Supplement Retirement Plan (collectively Henkel or Defendants and together with Named Plaintiff and Class, collectively the

44 4:12-cv GAD-DRG Doc # Filed 09/21/15 Pg 44 of 82 Pg ID 4208 Settling Parties ) entered into a Settlement Agreement dated, that provides for the payment of $3,350,000 (inclusive of attorneys fee and costs) and a complete dismissal against Defendants on the terms and conditions set forth in the Settlement Agreement, subject to the approval of this Court (the Settlement ); WHEREAS, by Order dated, 2015 (the Preliminary Approval Order ), this Court (a) preliminarily approved the Settlement; (b) ordered that notice of proposed Settlement be provided to members of the Class; (c) provided Class Members with the opportunity to object to the proposed Settlement; and (d) scheduled a hearing regarding final approval of the Settlement; WHEREAS, due and adequate notice has been given to the Class; and WHEREAS, the Court conducted a hearing on, 2015 ( Final Approval Hearing ) to (a) determine whether the Settlement should be approved by the Court as fair, reasonable and adequate; (b) determine whether judgment should be entered pursuant to the Settlement Agreement, inter alia, dismissing the Action against Defendants with prejudice and extinguishing and releasing all Released Claims (as defined therein) against all Henkel Releasees; (c) rule on Class Counsel s application for an award of Attorneys Fees and the reimbursement of Litigation Expenses and Notice and Administration Costs; (d) rule on the Named Plaintiff s request for a Service Award; and (e) rule on such other matters as the Court may deem appropriate.

45 4:12-cv GAD-DRG Doc # Filed 09/21/15 Pg 45 of 82 Pg ID 4209 The Court has considered all matters submitted to it at the Final Approval Hearing and otherwise, the pleadings on file, the applicable law, and the record. NOW, THEREFORE, IT IS HEREBY ORDERED THAT: 1. The Court, for purposes of this Final Order adopts all defined terms as set forth in the Settlement, and incorporates them herein by reference as if fully set forth. 2. The Court has jurisdiction over the subject matter of the Action, and all matters relating to the Settlement, as well as personal jurisdiction over all of the Settling Parties and each of the Class Members. 3. The Notice and the notice methodology implemented pursuant to the Settlement Agreement and the Court s orders: (i) constituted the best notice practicable under the circumstances to all persons within the definition of the Class; (ii) constituted notice that was reasonably calculated, under the circumstances, to apprise Class Members of the pendency of the Action, of the effect of the Settlement Agreement, including releases, of their right to object to the proposed Settlement, of their right to participate in the Settlement, and of their right to appear at the Final Approval Hearing; (iii) were reasonable and constituted due, adequate and sufficient notice to all persons or entities entitled to receive notice; and (iv) met all applicable requirements of the Federal Rules of

46 4:12-cv GAD-DRG Doc # Filed 09/21/15 Pg 46 of 82 Pg ID 4210 Civil Procedure, the United States Constitution (including the Due Process Clause), the Rules of the Court and any other applicable law. 4. Pursuant to and in accordance with Rule 23 of the Federal Rules of Civil Procedure, the Settlement, including, without limitation, the Settlement Amount, the releases set forth therein, and the dismissal with prejudice of the Released Claims against the Released Parties set forth therein, is finally approved as fair, reasonable and adequate. The Settling Parties are hereby authorized and directed to comply with and to consummate the Settlement in accordance with the Settlement Agreement, and the Clerk of this Court is directed to enter and docket judgment in the Action accordingly. 5. The Action and the Complaint and all claims included therein, as well as all Released Claims (defined in the Settlement Agreement), are dismissed with prejudice as against each and all of the Henkel Releasees (defined in the Settlement Agreement).All Class Members on behalf of themselves and their respective predecessors, successors and assigns, are hereby deemed to have finally, fully, and forever released, relinquished, and discharged all of the Henkel Releasees from the Released Claims. 6. Except as otherwise provided in the Settlement Agreement, the Parties are to bear their own attorneys fees and costs.

47 4:12-cv GAD-DRG Doc # Filed 09/21/15 Pg 47 of 82 Pg ID Notwithstanding Paragraph 5, nothing in this Final Order shall bar any action or claim by any of the Settling Parties to enforce or effectuate the terms of the Settlement Agreement or this Final Order. 8. This Final Order and the Settlement Agreement, including any provisions contained in the Settlement Agreement, any negotiations, statements, or proceedings in connection therewith, or any action undertaken pursuant thereto: a. shall not be admissible in any action or proceeding for any reason, other than an action to enforce the Settlement terms; and b. is not, and shall not be deemed, described, construed, offered or received as evidence of any presumption, concession, or admission by any person or entity of the truth of any fact alleged in the Action; the validity or invalidity of any claim or defense that was or could have been asserted in the Action or in any litigation; the amount of damages, if any, that would have been recoverable in the Action; or any liability, negligence, fault, or wrongdoing of any person or entity. 9. Henkel Corporation, or its designee, shall be responsible for making all payments and distributions from the Gross Settlement Fund pursuant to the Plan of Allocation and as provided in the Settlement Agreement.

48 4:12-cv GAD-DRG Doc # Filed 09/21/15 Pg 48 of 82 Pg ID The Plan of Allocation is approved as fair and reasonable, and Class Counsel is directed to administer the Settlement in accordance with the terms and provisions of the Settlement Agreement. 11. The Court further finds that the Named Plaintiff and Class Counsel adequately represented the Class Members in entering into and implementing the Settlement. 12. No Class Member shall have any claim against Class Counsel or Defendants based on the distributions made substantially in accordance with the Settlement Agreement and Plan of Allocation as approved by the Court and further orders of the Court. 13. Any order approving or modifying the Plan of Allocation set forth in the Notice, the application by Class Counsel for an award of Attorneys Fees and reimbursement of Litigation Expenses and Notice and Administration Costs, or the application for Named Plaintiff s Service Award, shall not disturb or affect the finality of this Final Order or the Settlement Agreement. 14. The Notice stated that Class Counsel would move for Attorneys F ees in an amount not to exceed $1,290,000 from the Gross Settlement Fund, and Litigation Expenses in an amount not to exceed $36,000. In their Motion for Final Approval, Class Counsel requested Attorneys Fees of from the Gross Settlement Fund and Litigation Expenses of.

49 4:12-cv GAD-DRG Doc # Filed 09/21/15 Pg 49 of 82 Pg ID Class Counsel is hereby awarded a total of in Attorneys Fees and in Litigation Expenses pursuant to 29 U.S.C. 1132(a) and (g), which sum the Court finds to be fair and reasonable. The foregoing award of fees and expenses shall be paid to Class Counsel, The Miller Law Firm, P.C., from the Gross Settlement Fund, and such payment shall be made at the time and in the manner provided in the Settlement Agreement. 16. The Named Plaintiff, John B. Davidson as a Service Award is awarded for his service, costs and expenses directly relating to the representation of the Class, which sum the Court finds to be fair and reasonable. The foregoing award shall be paid to the Named Plaintiff from the Gross Settlement Fund, and such payment shall be made at the time and in the manner provided in the Settlement Agreement. 17. In making this award of Attorneys Fees and Litigation Expenses and the Service Award to be paid from the Gross Settlement Fund, the Court has considered and found that: a. The Settlement includes a gross cash award of $3,350,000 (three million, three hundred and fifty thousand dollars), which includes Attorneys Fees and Litigation Expenses and provides for recovery of an amount equal to each Class Member s decreased benefits attributable to Defendants failure to withhold FICA taxes in

50 4:12-cv GAD-DRG Doc # Filed 09/21/15 Pg 50 of 82 Pg ID 4214 accordance with the Special Timing Rule, along with 5% interest on past damages and a 40% tax gross up as defined in the Plan of Allocation, which will provide substantial benefit to the Class Members; b. The Settlement also provides for valuable, yet unquantified relief in the form of an abatement of the assessment of FICA to the Nonqualified Benefits received by any Surviving Spouse of any deceased Class Member effective January 1, The Settlement further provides for indemnification of the Surviving Spouse in the event the IRS, an administrative agency, court, audit or Henkel determines that Defendants must assess FICA to the Nonqualified Benefits received by the Surviving Spouse after January 1, The Settlement additionally provides for indemnification of any Class Member in the event the IRS, an administrative agency or court determines that any Class Member owes FICA on Nonqualified Benefits for any of the tax years prior to 2011, arising from Defendants failure to properly determine FICA liability on Class Member Nonqualified Benefits for those tax years. c. Notice was disseminated to Class Members stating that Class Counsel were moving for Attorneys F ees not to exceed

51 4:12-cv GAD-DRG Doc # Filed 09/21/15 Pg 51 of 82 Pg ID 4215 $1,290,000from the Gross Settlement Fund, and for Litigation Expenses in an amount not to exceed $36,000. Class Counsel filed their application for Attorneys Fees and reimbursement of Litigation Expenses 14 days prior to the deadline for objections in this Action, and objection was filed by a Class Member against the terms of the proposed Settlement or Attorneys Fees and Litigation Expenses contained in the Notice and Class Counsel s application; d. Class Counsel has conducted the litigation and achieved the Settlement in good faith and with skill, perseverance and diligent advocacy; e. The Action involves complex factual and legal issues and was actively prosecuted for over three years, proceeded until trial was imminent, and, in the absence of a settlement, would involve further lengthy proceedings with uncertain resolution of the complex factual and legal issues; f. The parties filed multiple motions including a motion to dismiss, numerous discovery motions, a motion for class certification and motions for summary judgment and partial summary judgment, along with extensive supplemental briefing;

52 4:12-cv GAD-DRG Doc # Filed 09/21/15 Pg 52 of 82 Pg ID 4216 g. Had Class Counsel not achieved the Settlement there would remain a significant risk that the Named Plaintiffs and the Class may have recovered substantially less from the Defendants; h. The amount of Attorneys Fees and Litigation Expenses awarded from the Gross Settlement Fund are fair and reasonable under all of the circumstances and consistent with awards in similar cases; and i. The Service Award is fair and reasonable considering the time commitment and diligence of the Named Plaintiff in prosecuting this action on behalf of the Class Members and is consistent with service awards in similar cases. 18. Without affecting the finality of this Final Order in any way, the Court reserves exclusive and continuing jurisdiction over the Action for purposes of: (a) supervising the implementation, enforcement, construction, and interpretation of the Settlement Agreement, the Plan of Allocation, and this Final Order; (b) supervising the distribution of the Gross Settlement Fund and/or the Net Settlement Fund; and (c) resolving any dispute regarding a party s right to terminate pursuant to the terms of the Settlement Agreement. 19. In the event that the Settlement is terminated or does not become Final in accordance with the terms of the Settlement Agreement for any reason whatsoever, then this Final Order shall be rendered null and void and shall be

53 4:12-cv GAD-DRG Doc # Filed 09/21/15 Pg 53 of 82 Pg ID 4217 vacated to the extent provided by and in accordance with the Settlement Agreement, and, in such event, all orders entered and releases delivered in connection herewith shall be null and void to the extent provided by and in accordance with the Settlement Agreement. 20. There is no reason for delay in the entry of this Final Order and immediate entry by the Clerk of the Court is expressly directed pursuant to Rule 54(b) of the Federal Rules of Civil Procedure. 21. Therefore, the Motion for Attorney Fees and Costs and Service Award and the Motion for Approval of Settlement and Plan of Allocation of Settlement Proceeds are GRANTED. IT IS SO ORDERED

54 4:12-cv GAD-DRG Doc # Filed 09/21/15 Pg 54 of 82 Pg ID 4218 EXHIBIT E

55 4:12-cv GAD-DRG Doc # Filed 09/21/15 Pg 55 of 82 Pg ID 4219 Date of Notice: United States District Court for the Eastern District of Michigan Southern Division NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION, FINAL APPROVAL HEARING, AND MOTION FOR ATTORNEYS FEES, REIMBURSEMENT OF LITIGATION EXPENSES AND NAMED PLAINTIFF S SERVICE AWARD A federal court authorized this notice. This is not a solicitation from a lawyer. Your legal rights might be affected if you are a member of the following class: All persons receiving vested nonqualified retirement benefits based on a Henkel employee s retirement prior to 2007 who were subject to Defendants Error in failing to timely and correctly determine FICA taxes and apply the Special Timing and Non-duplication Rules at the time of retirement to vested benefits and whose benefits were reduced by the correction of the error imposed by Henkel. Please read this notice carefully and completely. If you are a member of the class to whom this notice is addressed, the Settlement will affect your rights. You are not being sued in this matter. You do not have to appear in court, and you do not have to hire an attorney. If you are in favor of the Settlement, you need not do anything to approve of the Settlement, This notice ( Notice ) advises you of a settlement (the Settlement ) that has been reached in a class action lawsuit (the Action ) brought by Named Plaintiff John B. Davidson on behalf of himself and the class identified above (the Class ) against Defendants Henkel Corporation, Henkel of America, Inc. and Henkel Corporation Deferred Compensation and Supplemental Retirement Plan and its Committee as Administrator of the Henkel Corporation Deferred Compensation and Supplement Retirement Plan ( Defendants or Henkel ). The United States District Court for the Eastern District of Michigan has preliminarily approved the Settlement, and has scheduled a hearing to evaluate the fairness and adequacy of the Settlement at which the Court will consider the Named Plaintiff s motion for final approval of the Settlement, motion for approval of a proposed Plan of Allocation, and motion for an award of Attorneys Fees, Litigation Expenses and Service Award to the Named Plaintiff. The hearing, before the Honorable Gershwin A. Drain, has been scheduled for, 2015 at in Courtroom 110, United States District Court for the Eastern District of Michigan, Theodore Levin U.S. Courthouse, 231 W. Lafayette Blvd., Room 564, Detroit, MI The terms of the Settlement are contained in a document, a copy of which is available by contacting Class Counsel identified below. Capitalized terms used in this Notice and not defined herein have the meanings assigned to them in the Settlement Agreement. If it is approved by the Court, the Settlement will provide for cash payments directly to, or for the benefit of, members of the Class. The Settlement is summarized below.

56 4:12-cv GAD-DRG Doc # Filed 09/21/15 Pg 56 of 82 Pg ID 4220 Further information regarding the Class, the Action, and this Notice may be obtained by contacting Class Counsel. Defendants records indicate that you meet the definition of a Class Member. If you believe this is incorrect, please contact Class Counsel. Your legal rights are affected whether you act or do not act, so please read this Notice carefully: YOUR LEGAL RIGHTS AND OPTIONS IN THIS CLASS ACTION YOU CAN OBJECT (WHICH MUST BE FILED NO LATER THAN, 2015) YOU CAN GO TO THE HEARING (, 2015 AT ) IF YOU DO NOTHING If you wish to object to any part of the Settlement, you can write to the Court and counsel and explain why you do not like the Settlement. If you have submitted a timely, written objection to the Court and counsel, as explained below, you can ask to speak in Court about the fairness of the Settlement. If you do nothing and the Court approves the Settlement, you will be subject to and bound by all applicable terms of the Settlement. These rights and options and the deadlines to exercise them- are explained in this Notice. WHAT THIS NOTICE CONTAINS BASIC INFORMATION Page 2 1. Why did I receive this Notice? 2. What is this lawsuit about? What has happened so far? 3. Are filed papers in this lawsuit available? 4. Why is this a class action? 5. Why is there a settlement? WHO IS IN THE SETTLEMENT Page 4 6. How do I know if I am part of the Settlement? THE SETTLEMENT BENEFITS Page 4 7. What does the Settlement provide? 8. How much will my payment be? HOW YOU GET A PAYMENT Page 6 9. How can I get a payment? 10. When would I get my payment? 11. Can I exclude myself from the Settlement? THE LAWYERS REPRESENTING YOU Page Do I have a lawyer in this case? 13. How will the lawyers be paid? OBJECTING TO THE SETTLEMENT Page How do I tell the Court that I don t like the Settlement? 15. When and where will the Court decide whether to approve FOR MORE INFORMATION or Page 1

57 4:12-cv GAD-DRG Doc # Filed 09/21/15 Pg 57 of 82 Pg ID 4221 the Settlement? 16. Do I have to come to the hearing? 17. May I speak at the hearing? GETTING MORE INFORMATION Page How do I get more information? BASIC INFORMATION 1. Why did I receive this Notice package? The Court has directed that this Notice to be sent to you because you have a right to know about the proposed Settlement with Henkel before the Court decides whether to approve the Settlement. If the Court approves the Settlement, and any related objections and appeals are favorably resolved, the Net Settlement Fund will be allocated among Class Members according to a Court-approved Plan of Allocation and the Henkel Releasees will be released from all Released Claims, as set forth in the Settlement Agreement. This Notice explains the Action, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how you will receive your portion of the benefits. This Notice also is to inform you of a hearing (the Final Approval Hearing ) to be held by the Court to consider the fairness, reasonableness and adequacy of the proposed Settlement and to consider the application of Class Counsel for an award of Attorneys Fees and reimbursement of Litigation Expenses, as well as an application for a Service Award to John B. Davidson (the Named Plaintiff). The Final Approval Hearing will be held at on, 2015, in Courtroom 110 before the Honorable Gershwin A. Drain at the United States District Court for the Eastern District of Michigan, Theodore Levin U.S. Courthouse, 231 W. Lafayette Blvd., Room 564, Detroit, MI The issuance of this Notice is not an expression of the Court s opinion of the merits of any claim in this Action, and the Court still has to decide whether to approve the Settlement. If the Court approves the Settlement, payment to Class Members will be made after all related appeals, if any, are favorably resolved. It is always uncertain whether such appeals can be favorably resolved, and resolving them can take time, perhaps more than a year. Please be patient. 2. What is this lawsuit about? What has happened so far? The lawsuit alleges that at the time each Class Member retired, Defendants failed to follow the Special Timing Rule promulgated by the Internal Revenue Service for the determination of Federal Income Contributions Act ( FICA ) taxes on non-qualified retirement benefits provided under certain plans. It is alleged that this was an error and that this error caused Class Members to pay taxes that they would not have had to pay if the Special Timing Rule had been followed thereby reducing the Class Members net benefits. The damages the lawsuit seeks to recover are for taxes Named Plaintiff believes should not have been paid but for the Defendants failure to follow the Special Timing Rule. In 2011, Henkel took steps to address the earlier failure to collect FICA taxes on these benefits. Because of the way this was handled, the Named Plaintiff in the Action alleges that Class Members have paid and/or will in the future pay more in FICA taxes than they otherwise would have paid if the Special Timing Rule had been followed thus reducing their benefits. Named Plaintiff also alleged that the Class was entitled to statutory attorneys fees. FOR MORE INFORMATION or Page 2

58 4:12-cv GAD-DRG Doc # Filed 09/21/15 Pg 58 of 82 Pg ID 4222 The Defendants deny these claims, deny that they committed any error or otherwise improperly applied FICA tax rules, and have asserted that the Class Members have received the full amount of benefits that they are entitled to receive under the affected retirement plans. Accordingly, Defendants deny that any Class Members are entitled to any compensation or other relief. After the Action was filed, Defendants moved to dismiss Named Plaintiff s complaint on various legal grounds. Judge Drain granted the Motion to Dismiss in part and denied it in part and allowed certain of Named Plaintiff s claims to proceed. Thereafter, Defendants answered the complaint, denying all allegations of wrongdoing and asserting affirmative defenses. The parties then engaged in extensive legal and factual research and discovery. On September 29, 2014, the Court certified the Class and appointed John B. Davidson as Class Representative, and The Miller Law Firm, P.C. as Class Counsel. The parties filed motions for summary judgment in which they argued that they should each prevail as a matter of law. On January 6, 2015, the Court denied Defendants Motion for Summary Judgment and Granted Plaintiff s Motion for Partial Summary Judgment, finding Defendants liable under Count I and mooting Count III of the Complaint. The Court thereafter set a trial date for the determination of the appropriate remedy for Defendants liability under Count I, which sought relief under the Employee Retirement Income Security Act of 1974 ( ERISA ). The parties commenced preparation for trial, conducted settlement negotiations and briefed issues relating to remand to the claims process and applicable ERISA statutory relief and estoppel. Then, on April 23, 2015, after lengthy negotiation facilitated by Magistrate Judge David R. Grand between the parties, the parties agreed to the terms of this Settlement. 3. Are filed papers in this lawsuit available? This Notice does not fully describe all of the claims, contentions and defenses of the parties. The pleadings and other papers filed in the Action are available from Class Counsel; online for a fee via the Case Management Electronic Case Filing system of the federal court; or for inspection during business hours at the Office of the Clerk of the Court, United Stated District Court for the Eastern District of Michigan. The title of this case is John B. Davidson on behalf of himself and all others similarly situated vs. Henkel Corporation, et, al., Case No GAD-DRG. 4. Why is this a class action? In a class action, one or more plaintiffs, referred to as a named plaintiff, sue on behalf of people who have similar claims. All of the individuals on whose behalf the Named Plaintiff in this Action are suing are members of a class referred to in this Notice as Class Members. Because Named Plaintiff believes that the wrongful conduct alleged in this case affected a number of participants in a similar way, the Named Plaintiff filed this case as a putative class action. On September 29, 2014, the Court certified the Class and appointed John B. Davidson as Class Representative and The Miller Law Firm, P.C. as Class Counsel. 5. Why is there a settlement? The Court did not decide in favor of the Class or Defendants with respect to the appropriate amount of damages as a result of Defendants liability under Count I. Instead, the Named Plaintiff and Defendants have agreed to a Settlement to resolve the Action. In reaching the Settlement, they have avoided the cost and time of proceeding to trial, as well as an appeal of the trial outcome. As with any litigation, the Named Plaintiff would face an uncertain outcome if this case proceeded further. Pursuing the case against Defendants could result in a verdict offering relief greater than this Settlement, a verdict for less money for than the Named Plaintiff has obtained in this Settlement, or no recovery at all. This litigation has been contested from the outset. Throughout this litigation, the Named Plaintiff and Defendants have disagreed on both liability and damages, including the application of ERISA statutory and common law to FOR MORE INFORMATION or Page 3

59 4:12-cv GAD-DRG Doc # Filed 09/21/15 Pg 59 of 82 Pg ID 4223 a claim arising out of the administration of a nonqualified retirement benefit plan. Based on these risks and an evaluation of other unique risks presented by this case, the Named Plaintiff and Class Counsel believe the Settlement is in the best interests of all members of the Class. Additional information concerning the Settlement and these factors is available in the motion for preliminary approval of the Settlement, which may be obtained by contacting Class Counsel. As stated above, this Settlement is the product of extensive arm s-length negotiations between Class Counsel and Defendants Counsel, all of whom are very experienced with respect to complex litigation of this type. Class Counsel believes the proposed Settlement is fair, reasonable and adequate and in the best interest of the Class. WHO IS IN THE SETTLEMENT 6. How do I know if I am part of the Settlement? Judge Drain decided that everyone who fits this description is a Class Member: All persons receiving vested nonqualified retirement benefits based on a Henkel employee s retirement prior to 2007 who were subject to Defendants Error in failing to timely and correctly determine FICA taxes and apply the Special Timing and Non-duplication Rules at the time of retirement to vested benefits and whose benefits were reduced by the correction of the error imposed by Henkel. If you are a member of the above Class, and have not previously submitted an Exclusion Request Form, your share of the Net Settlement Fund will be determined according to the Court-approved Plan of Allocation. THE SETTLEMENT BENEFITS 7. What does the Settlement provide? The Settlement includes a gross cash award of $3,350,000 (three million three hundred and fifty thousand dollars) which is inclusive of any Attorney s Fees and Litigation Expenses that may be awarded by the Court. Your actual recovery will depend upon the net amount in the Gross Settlement Fund after disbursements and reserves for certain amounts as described in the Settlement. These amounts include expenses associated with Notice to the Class, Court-approved Attorney s Fees and Litigation Expenses paid to Class Counsel for compensation and reimbursement associated with the Action, a Court-awarded Service Award paid to Named Plaintiff for his involvement in the Action, and other costs related to the administration of the Gross Settlement Fund and implementation of the Plan of Allocation (the Net Settlement Fund ). The Net Settlement Fund will be allocated and paid to Class Members according to a Plan of Allocation to be approved by the Court and which is described below. The Settlement provides for recovery of an amount equal to each Class Member s decreased benefits attributable to Defendants failure to withhold FICA taxes in accordance with the Special Timing Rule. The Settlement Amount also includes interest on past damages and a tax gross up. Defendants also agree to cease the assessment of FICA to the Nonqualified Benefits received by any Surviving Spouse of any deceased Class Member effective January 1, To the extent Defendants have assessed FICA to the Nonqualified Benefits received by any Surviving Spouse after January 1, 2015 and the Effective Date of the Settlement, Defendants shall reverse such withholding or reimburse prior withholdings, if necessary. Further, the Settlement provides that Defendants will indemnify the Surviving Spouse in the event the IRS, an administrative entity, court, audit or Henkel determines that Defendants must assess FICA to the Nonqualified Benefits received by the Surviving Spouse after January 1, FOR MORE INFORMATION or Page 4

60 4:12-cv GAD-DRG Doc # Filed 09/21/15 Pg 60 of 82 Pg ID 4224 In addition, the Settlement provides that Defendants will indemnify Class Members in the event the IRS, an administrative entity or court determines that any Class Member owes FICA on Nonqualified Benefits for any of the tax years prior to 2011, arising from Defendants failure to properly determine FICA liability on Class Member Nonqualified Benefits for those tax years. In exchange for payment of the Settlement Amount, all Class Members and anyone claiming through them are deemed to fully release the Henkel Releasees from all Released Claims. The release provides that each Class Member fully releases and waives any and all Released Claims, including Unknown Claims, against the Henkel Releasees. The release further provides that Class Members agree and covenant not sue or seek to institute, maintain, prosecute, argue, or assert in any action or proceeding connected with, arising out of, or substantially related to, any of the Released Claims. Released Claims include all actual or potential claims or causes of action, whether known or unknown, that have been brought, could have been brought, or could be brought against the Henkel Releasees that relate to the treatment of Class Members nonqualified retirement benefits for FICA purposes. The terms included in the release are defined in the Settlement Agreement. This means that the Class Members will not have the right to sue the Henkel Releasees for any such claims if the Settlement is approved. The description of the Settlement in this Notice is only a summary. The complete terms, including the definitions of the Henkel Releasees and Released Claims, are set forth in the Settlement Agreement (including its exhibits), which may be obtained by contacting Class Counsel listed below. 8. How much will my payment be? At the Final Approval Hearing, Class Counsel will request the Court approve the Plan of Allocation attached hereto as Exhibit 1. The Plan of Allocation describes the manner in which the Net Settlement Fund will be distributed to the Class Members. In general terms, the Net Settlement Fund will be allocated to Class Members in accordance with the Plan of Allocation attached hereto as Exhibit 1. In general, the Plan of Allocation will provide for: 1. an amount equal to each Class Member s decreased benefits prior to January 1, 2015 ( Past ) attributable to Defendants failure to withhold FICA taxes in accordance with the Special Timing Rule; 2. interest on the Past decreased benefits directly attributable to Defendants failure to withhold FICA taxes in accordance with the Special Timing Rule; 3. an amount equal to each Class Member s decreased benefits after January 1, 2015 ( Future ) directly attributable to Defendants failure to withhold FICA taxes in accordance with the Special Timing Rule projected to life expectancy; and 4. a tax gross up on both the Past and Future decreased benefits to Defendants failure to withhold FICA taxes in accordance with the Special Timing Rule (as recognition that each Class Member s recovery may be subject to FICA and payroll taxes as an employment related payment). You are not responsible for calculating the amount you may be entitled to receive under the Settlement. This calculation will be done as part of the implementation of the Settlement, and will be based on reasonably available information. FOR MORE INFORMATION or Page 5

61 4:12-cv GAD-DRG Doc # Filed 09/21/15 Pg 61 of 82 Pg ID 4225 HOW YOU GET A PAYMENT 9. How can I get a payment? You do not need to take any further action to receive your portion of the recovery. However, it is recommended that you contact Class Counsel to ensure that your contact information is up to date. With respect to any payments designated in the Plan of Allocation as representing wages subject to tax withholding, Defendants shall be responsible for withholding any necessary employee portion of payroll taxes (including FICA) from the payments that are made to each Class Member from the Net Settlement Fund. Defendants shall withhold from such payments federal income tax at the IRS supplemental wage rate of 25% (as defined in IRS Publication 15 (2015), Circular E, Section 7), Social Security tax at 6.2% and Medicare tax at 1.45% from each Class Member s settlement payment. In addition, Defendants shall withhold from such payments state and/or local taxes at the rate currently being used for withholding of such taxes from the Class Members Nonqualified Benefits. Defendants and Class Counsel are not providing any tax, accounting, or legal advice to Named Plaintiff or Class Members and make no representations regarding tax obligations or consequences related to or arising from this Settlement. Named Plaintiff and each Class Member will assume such federal, state, and/or local tax obligations or consequences (including payment of all taxes and required reporting), if any, which arise from amounts paid under this Settlement. You are urged to consult with your tax advisors concerning any federal, state, local, foreign and/or other tax consequences, including potential additional tax liability or a potential refund, that may arise due to receipt of the settlement payment. 10. When would I get my payment? Payment is conditioned upon several matters, including the Court s approval of the Settlement and that approval becoming Final and no longer subject to any appeals. Upon satisfaction of various conditions, the Net Settlement Fund will be distributed to Class Members by check. These payments occur pursuant to the terms of the Plan of Allocation (attached hereto as Exhibit 1) within 14 business days after the Effective Date of the Settlement. Any appeal of the Final Order could take more than a year. In the event that any check issued from the Net Settlement Fund to a Class Member is returned in the mail, Henkel Corporation shall use all reasonable secondary efforts to resend the check to such Class Member. If the secondary mailing of the check to such Class Member is returned in the mail, the check shall be considered unallocated or unclaimed funds and will be handled consistent with applicable state law regarding unclaimed property. The Settlement may be terminated on several grounds, including if the Court does not approve or otherwise materially modifies the terms of the Settlement. If the Settlement is terminated, the Action will proceed as if the Settlement had not been reached. 11. Can I exclude myself from the Settlement? No. If you did not previously submit an Exclusion Request Form you are unable to exclude yourself from the Settlement. You do, however, have an opportunity to object to the Settlement as discussed in Question 14, below. THE LAWYERS REPRESENTING YOU 12. Do I have a lawyer in this case? The Court has appointed The Miller Law Firm, P.C. as Class Counsel. You will not be charged directly by this firm. If you want to be represented by your own lawyer, you may hire one at your own expense. FOR MORE INFORMATION or Page 6

62 4:12-cv GAD-DRG Doc # Filed 09/21/15 Pg 62 of 82 Pg ID How will the lawyers be paid? Class Counsel will apply to the Court for an award of Attorneys Fees and reimbursement of Litigation Expenses for their work. The application for Attorneys Fees will not exceed $1,290,000, exclusive of costs and expenses in connection with the prosecution of this Action. Class Counsel s request for reimbursement of Litigation Expenses will not exceed $36,000. Any award of fees and expenses incurred by Class Counsel in prosecuting the Action on behalf of the Class will be paid from the Gross Settlement Fund prior to allocation and payment to Class Members. Class Counsel will also apply to the Court for a Service Award to Named Plaintiff for his time and participation in this Action not to exceed $15,000. The written application for Attorneys Fees and Litigation Expenses, together with the application for a Service Award to the Named Plaintiff, will be filed by [date]), and the Court will consider this application at the Final Approval Hearing. A copy of the application may obtained by contacting Class Counsel listed below. To date, Class Counsel have not received any payment for their services in prosecuting this Action on behalf of the Class, nor have counsel been reimbursed for their out-of-pocket expenses incurred in connection with litigating this Action. The fee requested by Class Counsel would compensate appointed counsel for their efforts in achieving the Settlement for the benefit of the Class and for their risk in undertaking this representation on a contingency basis. The Court will determine the actual amount of the award. Objecting to the Attorneys Fees By following the procedures described in Question 14, you can tell the Court that you do not agree with the Attorneys Fees and Litigation Expenses Class Counsel seeks and ask the Court to deny their motion or limit their award. OBJECTING TO THE SETTLEMENT You can tell the Court that you don t agree with the settlement or some part of it. 14. How do I tell the Court that I don t like the Settlement? Any Class Member may appear at the Final Approval Hearing and explain why he or she thinks the Settlement should not be approved as fair, reasonable and adequate and why a judgment should not be entered thereon, why the Attorneys Fees and Litigation Expenses should not be awarded, in whole or in part, or why the Named Plaintiff should not be awarded a Service Award, in whole or in part. However, no Class Member shall be heard or entitled to contest these matters unless such individual has filed with the Court written objections. Written objections should state all supporting bases and reasons for the objection, set forth proof of their membership in the Class, clearly identify any and all witnesses, documents or other evidence of any kind that are to be presented at the Final Approval Hearing in connection with such objections, and further describe the substance of any testimony to be given by themselves as well as by any supporting witnesses. To object, you must send a letter or other written statement saying that you object to the Settlement, the Attorneys Fees and Litigation Expenses claim and/or the Service Award in Davidson v. Henkel Corporation, et al, Case No GAD-DRG. Be sure to include your name, address, telephone number, signature, and a full explanation of all reasons why you object to the Settlement. Your written objection must be filed with the Court, and served upon the counsel listed below, by no later than, File with the Clerk of the Court: Clerk of the Court FOR MORE INFORMATION or Page 7

63 4:12-cv GAD-DRG Doc # Filed 09/21/15 Pg 63 of 82 Pg ID 4227 United States District Court for the Eastern District of Michigan Theodore Levin U.S. Courthouse 231 W. Lafayette Blvd., Room 564 Detroit, MI Re: Davidson v. Henkel Corporation, et al, Case No GAD-DRG. And, by the same date, serve copies of all such papers by mail to each of the following: Class Counsel: Sharon S. Almonrode Emily E. Hughes The Miller Law Firm, P.C. 950 West University Drive Rochester, MI Defendants Counsel: Ian H. Morrison Amanda A. Sonneborn Seyfarth Shaw LLP 131 S. Dearborn, Suite 2400 Chicago, IL UNLESS OTHERWISE ORDERED BY THE COURT, ANY CLASS MEMBER WHO DOES NOT OBJECT IN THE MANNER DESCRIBED HEREIN WILL BE DEEMED TO HAVE WAIVED ANY OBJECTION AND SHALL BE FOREVER FORECLOSED FROM MAKING ANY OBJECTION TO THE PROPOSED SETTLEMENT AND THE APPLICATION FOR ATTORNEYS FEES AND LITIGATION EXPENSES AND SERVICE AWARD 15. When and where will the Court decide whether to approve the Settlement? The Court will hold a Final Approval Hearing at on, Courtroom 110 before the Honorable Gershwin A. Drain at the United States District Court for the Eastern District of Michigan, Theodore Levin U.S. Courthouse, 231 W. Lafayette Blvd., Room 564, Detroit, MI Do I have to come to the hearing? Class Counsel will answer any questions that the Court may have about the Settlement at the Final Approval Hearing. You are not required to attend the Final Approval Hearing, but are welcome to come at your own expense. If you send an objection, you do not have to come to Court to discuss it. As long as you filed your written objection on time, it will be before the Court when the Court considers whether to approve the Settlement as fair, reasonable and adequate. You may also have your own lawyer attend the Final Approval Hearing at your expense, but such attendance is not mandatory. 17. May I speak at the hearing? If you are a Class Member and you have filed a timely objection, if you wish to speak, present evidence of present testimony at the Final Approval Hearing, you must state in your objection your intention to do so, and must identify any witnesses you intend to call or evidence you intend to present. FOR MORE INFORMATION or Page 8

64 4:12-cv GAD-DRG Doc # Filed 09/21/15 Pg 64 of 82 Pg ID 4228 The Final Approval Hearing may be rescheduled by the Court without further notice to the Class. If you wish to attend the Final Approval Hearing, you should confirm the date and time with Class Counsel. 18. How do I get more information? To obtain more information, contact Class Counsel: Class Counsel: Sharon S. Almonrode Emily E. Hughes The Miller Law Firm, P.C. 950 West University Drive Rochester, MI or GETTING MORE INFORMATION FOR MORE INFORMATION or Page 9

65 4:12-cv GAD-DRG Doc # Filed 09/21/15 Pg 65 of 82 Pg ID 4229 EXHIBIT F

66 4:12-cv GAD-DRG Doc # Filed 09/21/15 Pg 66 of 82 Pg ID 4230 PROPOSED PLAN OF ALLOCATION OF THE NET SETTLEMENT FUND 1. The Net Settlement Fund will be allocated among Class Members pursuant to the method described below The amount of each Class Member payment will be determined in accordance with the following formula: a. an amount equal to each Class Members decreased benefits prior to January 1, 2015 ( Past ) attributable to Defendants failure to withhold FICA taxes in accordance with the Special Timing Rule; b. interest at a rate of 5% on the Past decreased benefits; c. an amount equal to each Class Members decreased benefits after January 1, 2015 ( Future ) directly attributable to Defendants failure to withhold FICA taxes in accordance with the Special Timing Rule projected to life expectancy; and d. a tax gross up at a rate of 40% on both the Past and Future decreased benefits (as recognition that each Class Members recovery may be subject to FICA and payroll taxes as an employment related payment). The tax gross up for Past decreased benefits shall be calculated by the following formula: Past decreased benefits plus interest at a rate of 1 Capitalized terms not otherwise defined herein shall have the meaning set forth in the Settlement Agreement.

67 4:12-cv GAD-DRG Doc # Filed 09/21/15 Pg 67 of 82 Pg ID % on the Past decreased benefits, divided by 0.6. The tax gross up for Future decreased benefits shall be calculated by the following formula: Future decreased benefits divided by The individual Class Member payment amounts calculated using the method described in Paragraph 2 are listed in Appendix A to this Plan of Allocation, which is being filed under seal. 4. No Class Member whose pro rata share of the Net Settlement Fund is less than $5.00 shall receive a distribution from the Net Settlement Fund. Rather, that Class Member s share shall be redistributed among all remaining Class Members.