Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 1 of 94 PAGEID #: Exhibit 1

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1 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 1 of 94 PAGEID #: 1038 Exhibit 1

2 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 2 of 94 PAGEID #: 1039 Jose Rubio-Delgado, Shalanda Burgess and Harrietta Hubbard, individually and representatives of the class, N.D. Cal. Case No.: 3:13-cv Judge Charles R. Breyer Plaintiffs, v. Aerotek, Inc., Defendant. Ebony Moore, individually and representative of the class, Plaintiff, S.D. Ohio Case No.: 2:15-cv Judge Michael H. Watson v. Aerotek, Inc., Defendant. SETTLEMENT AGREEMENT AND RELEASE Plaintiffs Jose Rubio-Delgado, Shalanda Burgess, Harrietta Hubbard, and Ebony Moore (collectively, Named Plaintiffs or Class Representatives ), individually and on behalf of the proposed Settlement Class, and Defendant Aerotek, Inc. ( Defendant or Aerotek ), hereby enter into this Settlement Agreement to resolve this class action. I. RECITALS 1. On July 3, 2013, Named Plaintiff Jose Rubio-Delgado filed a proposed class action against Defendant in the United States District Court for the Northern District of California (the California Litigation ). Rubio-Delgado asserted that Aerotek, a temporary staffing agency, had violated the Fair Credit Reporting Act ( FCRA ) by procuring a criminal background check about 1

3 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 3 of 94 PAGEID #: 1040 him and putative class members without first providing a disclosure that a report would be obtained in a document consisting solely of the disclosure. 15 U.S.C. 1681b(b)(2). In addition to Rubio- Delgado, two other plaintiffs, Shalanda Burgess and Harrietta Hubbard, were to join the proposed First Amended Complaint, which has not yet been filed. These plaintiffs are referred to collectively as the Rubio-Delgado Plaintiffs. 2. On July 15, 2015, Named Plaintiff Ebony Moore filed a separate class action against Aerotek in the Court of Common Pleas of Franklin County, Ohio (the Ohio Litigation ). On August 7, 2015, Aerotek removed that action to the U.S. District Court for the Southern District of Ohio. Moore also asserted that Aerotek had violated the FCRA by procuring a criminal background check without first providing her and putative class members a disclosure that a report would be obtained in a document consisting solely of the disclosure. The disclosure form received by Moore ( Form B ) was different from the form obtained by the Rubio-Delgado Plaintiffs ( Form A ). In addition, Moore asserted that Aerotek violated 15 U.S.C. 1681b(b)(3) by failing to provide Plaintiff Moore and putative class members with Pre-Adverse Action Notice ( PAAN ). Under the PAAN provisions of the FCRA, Aerotek was required to provide Ms. Moore with a copy of her criminal background report and written summary of consumer rights prescribed by the Federal Trade Commission before taking any adverse employment action (denying, delaying, or suspending employment) based in whole or in part on the report. 3. On November 7, 2013 the California Litigation was stayed to facilitate mediation. After two mediation sessions, the parties in the Rubio Delgado action reached a class settlement for the approximately 588,000 persons upon whom Aerotek obtained a consumer report during the class period. The settlement established a common fund of $5,000,000 to be distributed to class members who submitted claim forms, after deductions for attorneys fees, costs and settlement 2

4 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 4 of 94 PAGEID #: 1041 administration. The Court, however, denied the motion for preliminary settlement approval. Judge Conti held that mainly the following two concerns precluded preliminary approval. First, the Court held that the parties had not sufficiently established that a claims process was justified. Second, the Court expressed skepticism that the settlement amount was sufficient. Judge Conti noted that under the FCRA, class members were entitled to statutory damages between $100 and $1000. The Court calculated that the common fund of $5,000,000 was between 0.67 percent and 6.7 percent of the $588,000,000 to $58,800,000 that comprised Aerotek s potential liability. 4. After this decision, the Rubio Delgado parties stipulated to a stay of the California Litigation pending resolution of the earlier of two cases: Spokeo, Inc. v. Robins, 135 S. Ct. 1892, No (2015) and Syed v. M-1, LLC, No (9th Cir. 2014). In November 2015, after Judge Conti s retirement, the case was reassigned to Judge Breyer, but remains stayed. 5. Similarly, the parties in the Ohio Litigation also moved for a stay, which the Court granted on September 15, 2015, through April 29, 2016 to facilitate mediation. 6. On April 11, 2016, counsel for the Plaintiffs in both the California and Ohio Actions attended a joint mediation in Boston with Defendant before Professor Eric D. Green of Resolutions LLC. Prior to that mediation, the Parties exchanged numerous documents and data related to the Action, with Defendant providing information on class size, information related to its paper-based and electronic recordkeeping systems, information pertaining to how and where the disclosure forms at issue were used, and information pertaining to its background check policies and procedures. The Parties also exchanged detailed mediation statements setting forth their positions on the merits of Plaintiffs claims, the prospects for class certification, and their views on an appropriate settlement. 7. The Parties did not reach a settlement at mediation in April, but met again in 3

5 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 5 of 94 PAGEID #: 1042 Century City for a second in-person mediation with Prof. Green on May 4, And although the Parties were still unable to reach an agreement, they continued arms-length negotiations between counsel (facilitated by Prof. Green) until July 29, 2016, on which date they signed a binding Memorandum of Understanding settling the claims in both the California and Ohio Litigation. 8. Defendant denies that it has engaged in any wrongdoing; does not admit or concede any actual or potential fault, wrongdoing, or liability in connection with any facts or claims that have been or could have been alleged against it; denies that the claims asserted by the Named Plaintiffs are suitable for class treatment other than for settlement purposes; and denies that it has any liability whatsoever, but has agreed to this Settlement Agreement because of the substantial expense of litigation, the length of time necessary to resolve the issues presented, the inconvenience involved, and the disruption to its business operations. 9. Based upon their analysis and evaluation of several factors, Class Counsel recognize the substantial risks of continued litigation and delay, including the likelihood that the claims, if not settled now, might not result in any recovery for the Named Plaintiffs and Settlement Class, as well as the fact that non-monetary relief contemplated as part of the Settlement would not be otherwise available. 10. Class Counsel have conducted a thorough study and investigation of the law and facts relating to the claims that were asserted and that could have been asserted, as well as a thorough study and investigation of the scope and identity of the Settlement Class (which are based in part on the Defendant s discovery responses and the information provided by Defendant prior to execution of this Agreement), and have concluded, taking into account the benefits of this Settlement and the risks and delay of further litigation, that this Settlement is fair and reasonable 4

6 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 6 of 94 PAGEID #: 1043 and in the best interests of the Named Plaintiffs and Settlement Class. 11. Subject to the approval of the Court, the Parties wish to settle the California and Ohio Litigations, effect a compromise, and terminate the Action. 12. The Parties believe the instant Settlement Agreement overcomes both of the concerns identified by Judge Conti in connection with the earlier proposed settlement of the California Litigation. First, the Settlement does not require class members to file claim forms. It is a claims-paid, not a claims-made settlement. Second, the Settlement amount is a maximum of fifteen million dollars ($15,000,000) three times the size of the previous proposed settlement. 13. In order to facilitate administration and supervision of the Settlement, the Parties agree that the California Litigation and the Ohio Litigation should be consolidated. The Parties propose to seek a voluntary transfer of the California Litigation to the Southern District of Ohio and consolidate with the Ohio Litigation. 14. In light of the above recitals, the Parties understand and agree that the claims asserted herein shall be settled, compromised, and released, subject to the approval of the Court, upon and subject to the following terms and conditions: II. DEFINITIONS 12. Action or Litigation means the California Litigation, styled as Rubio Delgado et al. v. Aerotek, Inc., No. 3:13-cv (N.D. Cal.), and the Ohio Litigation, styled as Ebony R. Moore et al. v. Aerotek, Inc., No. 2:15-cv (S.D. Ohio). 13. Aerotek Community means an online portal maintained by Aerotek to, among other things, post job openings to community members. 14. Agreement means this Settlement Agreement and Release. 5

7 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 7 of 94 PAGEID #: Category 1681b(b)(2) Notice means the double-sided postcard attached hereto as Exhibit A, subject to Court approval, which the Settlement Administrator will mail, via first class U.S. mail, to each Settlement Class Member who meets the criteria for inclusion in the Settlement Class 1681b(b)(2) claims category. 16. Category 1681b(b)(2) Adjudicated Notice means the double-sided postcard attached hereto as Exhibit B, subject to Court approval, which the Settlement Administrator will mail, via first class U.S. mail, to each Settlement Class Member who meets the criteria for inclusion in the Settlement Class 1681b(b)(2) Adjudicated claims category. 17. Category 1681b(b)(3) Notice means the double-sided postcard attached hereto as Exhibit C, subject to Court approval, which the Settlement Administrator will mail, via first class U.S. mail, to each Settlement Class Member who meets the criteria for inclusion in the Settlement Class 1681b(b)(3) claims category. 18. Claims Certification Letter means a letter sent by a Settlement Class Member who has been sent Notice indicating that he or she is a member of the 1681b(b)(2) Category and who challenges that designation by certifying under penalty of perjury that he or she meets the criteria for the 1681b(b)(2) Adjudicated Category or the 1681b(b)(3) Category. 19. Claims Certification Deadline means the date the Court establishes as the deadline by which Settlement Class Members who have been sent Notice indicating that they are members of the 1681b(b)(2) Category, must mail and postmark a Claims Certification Letter. The Parties shall jointly request that this date shall be no less than sixty (60) days after the mailing of Postcard Notice. 6

8 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 8 of 94 PAGEID #: Class Counsel means: Berger & Montague, P.C.; A New Way of Life Reentry Project, the Law Offices of Devin Fok d.b.a. DHF Law, P.C. and O Toole, McLaughlin, Dooley & Pecora, Co., LPA. 21. Class List means a list of all members of the Settlement Class, to be generated by Defendant and provided to the Settlement Administrator not more than three (3) business days after the Court enters a preliminary approval order. The Class List shall include full names and last known addresses, addresses, if available, social security numbers and dates of birth, as available, in Excel or another agreed-upon format, which shall be at Defendant s expense. The Class List shall also denote which Settlement Class Members were sent a pre-adverse action notice letter and which were not; and which Settlement Class Members were placed on Aerotek s payroll, designated by Aerotek s HRIS system as having separated for failing the background check, and, as to those who were sent a pre-adverse action letter, which class members were sent such a letter within 30 days of termination. Social security numbers and dates of birth produced as part of the Class List shall be used solely to locate Settlement Class Members for the purpose of mailing notice of this Settlement and settlement checks. The Class List will be designated Confidential and contact information will be kept strictly confidential by the Settlement Administrator, and Defendant, and the Parties agree that the Class List and any information contained therein will be used solely for the purpose of effectuating the provisions of this Settlement Agreement. 22. Class Representatives or Named Plaintiffs means Jose Rubio-Delgado, Shalanda Burgess, Harrietta Hubbard, and Ebony Moore. 23. Complaints means the operative complaints in both actions, ECF No. 1 of the California Litigation and ECF No. 3 of the Ohio Litigation, as well as the proposed amended 7

9 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 9 of 94 PAGEID #: 1046 complaint which was attached to the preliminary approval motion in the California Litigation, ECF No at Court means the United States District Court for the Southern District of Ohio. 25. Defendant or Released Parties or Aerotek means Defendant Aerotek, Inc. and its respective present, former and future affiliates, parents, subsidiaries, corporate family members, officers, directors, partners, employees, agents, attorneys, heirs, vendors, administrators, executors, members, member entities, shareholders, predecessors, successors, representatives, trustees, principals, and assigns, individually, jointly and severally. 26. Effective Date means the first day after the first date on which all of the following have occurred: a. all Parties, Class Counsel, and Defendant s counsel have executed this Agreement; b. the Court has issued a preliminary approval order; c. reasonable notice has been given to Settlement Class Members, including providing them an opportunity to opt out of, or object to the Settlement; d. The Court has held a fairness hearing, entered Final Judgment approving the Settlement, awarded the Class Representatives any service payments, and awarded Class Counsel their reasonable attorneys fees and costs; and e. Only if there are written objections filed before the fairness hearing and those objections are not later withdrawn, the last of the following events to occur: 8

10 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 10 of 94 PAGEID #: 1047 i. if no appeal is filed, then the date on which the objector s time to appeal the Final Judgment has expired with no appeal or any other judicial review having been taken or sought; or ii. if an appeal of the Final Judgment has been timely filed or other judicial review was taken or sought, the date that order is finally affirmed by an appellate court with no possibility of subsequent appeal or other judicial review or the date the appeals or any other judicial review are finally dismissed with no possibility of subsequent appeal or other judicial review. It is the intention of the Parties that the Settlement shall not become effective until the Court s Final Judgment has become completely final and until there is no timely recourse by an appellant or objector who seeks to contest the Settlement. 27. Final Approval Order or Final Judgment means the Court s order granting final approval of this Settlement. 28. Long Form Notice means the notice attached hereto as Exhibit D, which shall be posted on the Settlement Website. 29. Maximum Settlement Amount or MSA means $15,000,000, which shall be the total amount from which the Named Plaintiffs and Settlement Class Members will be paid, and from which all out-of-pocket costs of settlement administration will be paid, and from which Class Counsel s attorneys fees, costs, and expenses and Named Plaintiffs service payments, if approved by the Court, will be paid. Defendant will pay the MSA into a common fund, which shall be established and maintained by the Settlement Administrator as a Qualified Settlement Fund for federal tax purposes pursuant to Treas. Reg B-1. The Settlement Administrator, on behalf 9

11 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 11 of 94 PAGEID #: 1048 of the Settlement Class, shall be responsible for all administrative, accounting and tax compliance activities in connection with the Qualified Settlement Fund, including any filing necessary to obtain Qualified Settlement Fund status pursuant to Treas. Reg B-1. Defendant shall provide to the Settlement Administrator any documentation necessary to facilitate obtaining Qualified Settlement Fund status. The employer s share of any payroll tax withholding associated with this Settlement shall be deducted from the MSA. 30. Net Settlement Fund means the amount of money remaining after the Maximum Settlement Amount is reduced by the following amounts, if approved: (a) the service payments to the Named Plaintiffs; (b) reasonable attorneys fees and costs to Class Counsel; and (c) the fees of the Settlement Administrator. 31. Opt-Out Deadline or Objections Deadline means the date the Court establishes as the deadline by which Settlement Class Members must mail and postmark a written notice of their intent to opt-out of the Settlement and by which objections to the preliminarily approved Settlement must be filed with the Court. The Parties shall jointly request that this date shall be forty-five (45) days after the mailing of Postcard Notice. 32. Parties means the Class Representatives and Defendant. 33. Settlement or Agreement means this Settlement Agreement and Release. 34. Settlement Administrator means a third party settlement administrator that will be chosen after soliciting competitive bids and jointly agreed to by Class Counsel and Defendant. 35. Settlement Class means includes all persons on whom Aerotek procured a consumer report pursuant to the Fair Credit Reporting Act during the period from July 3, 2011 through September 30, It includes the following categories 10

12 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 12 of 94 PAGEID #: 1049 The 1681b(b)(2) Category includes all class members for whom Aerotek s records indicate that the background check Aerotek obtained on the Settlement Class Member was designated as favorable ; The 1681b(b)(2) Adjudicated Category includes any member of the class to whom Aerotek s records indicate that a pre-adverse action notice letter was sent; and The 1681b(b)(3) Category includes class members who were placed on Aerotek s payroll, designated by Aerotek s HRIS system as having separated for failing the background check, and were sent a pre-adverse action letter within 30 days of termination. The Parties presently believe that the total Settlement Class contains approximately 588,000 members, of which approximately 60,000 members belong to the 1681b(b)(2) Adjudicated Category and 12,000 member belong to the 1681b(b)(3) Category. 36. Settlement Class Member means any individual who is a member of the Settlement Class who does not file a timely and valid written notice of intent to opt-out by the Opt-Out Deadline. 37. Settlement Website means an interactive website to be established and maintained by Class Counsel, at a URL to be agreed upon by the Parties, and as described below in Paragraph 50. III. RELIEF AND BENEFITS A. NON-MONETARY RELIEF 38. Class members who do not timely opt out of the Settlement may participate in the Aerotek Community for a period of three (3) months from the Effective Date of the Settlement. Participation allows such class members access to, among other things, substantially more open requisitions with Aerotek clients that are not advertised publicly by Aerotek on its public-facing web site, as well as assistance with resume drafting. Nothing stated herein shall require Aerotek to continue to operate the Community after the initial three (3) month period if Aerotek determines 11

13 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 13 of 94 PAGEID #: 1050 in a good faith exercise of its reasonable business judgment that it is in the best interests of the business to modify, terminate, retire or otherwise cease to operate the Community. B. MONETARY RELIEF 39. In exchange for the release of claims described below, Defendant shall pay the MSA of $15,000,000, which shall be distributed in accordance with Paragraph 41 below. 40. The MSA shall represent the full extent of Defendant s financial obligations under this Settlement Agreement. Defendant reserves the right to void any settlement agreement where any court orders payment of an amount in excess of the Common Fund or otherwise enters any order that would or could require Defendant to do so. There shall be no reversion to Defendant from the MSA under any circumstance. 41. Distribution of Net Settlement Fund to Settlement Class Members: Any Settlement Class Member who does not opt-out shall receive a payment from the Net Settlement Fund. The entire Net Settlement Fund shall be distributed to Settlement Class Members who return Valid Claims Forms less any tax withholding as discussed below. Subject to any applicable employeeside or employer-side payroll taxes per Paragraph 29, above, and subject to adjustment based on Settlement Class Members certifications per Paragraph 55 below, the portion of the Net Settlement Fund allocated to Settlement Class Members shall be divided proportionally among Settlement Class Members but weighted as follows: a. Members of the 1681b(b)(2) Category shall receive an amount proportionate to having 1 share; b. Members of the 1681b(b)(2) Adjudicated Category shall receive an amount proportionate to having 1.67 shares; and 12

14 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 14 of 94 PAGEID #: 1051 c. Members of the 1681b(b)(3) Category shall receive an amount proportionate to having 6 shares. Class members shall receive shares for only the most valuable Category of which they are a member. 42. Service Payment to Class Representatives: Class Counsel will petition the Court for service awards of $5,000 for Plaintiffs Rubio-Delgado and Moore for serving as proposed Class Representatives in this matter, and $3,000 for Plaintiffs Hubbard and Burgess as consideration for their involvement in the Litigation. These service awards are also consideration for the general release of claims each of these Plaintiffs is giving Defendant pursuant to Paragraph 57 below. In a manner consistent with these limitations and applicable law, Defendant shall not oppose the request. If approved by the Court, these service payments will be paid to the Class Representatives by the Settlement Administrator at the same time that checks are issued to the Settlement Class Members. These amounts shall be in addition to the amounts paid to the Class Representatives pursuant to Paragraph 41 above. By signing this Agreement, the Parties warrant the Class Representatives service payments were negotiated only after the amount of the MSA and method of distribution to Settlement Class Members had been agreed upon. Should the Court decline to approve any requested payment, or reduce such payment, the Settlement shall still be effective. 43. Attorneys Fees and Costs: Class Counsel may apply to the Court for an award of fees and costs to be paid from the MSA. The application for attorneys fees shall be in an aggregate sum not to exceed one-third of the MSA. Costs shall be paid in addition to attorneys fees in the amount in which they were or are incurred by Class Counsel and are approved for reimbursement by the Court. Costs incurred by Class Counsel that are associated with the administration of the Settlement (including establishment and maintenance of the Settlement Website) shall also be 13

15 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 15 of 94 PAGEID #: 1052 eligible for reimbursement if approved by the Court. Defendant agrees not to oppose an application for fees and expenses consistent with these limitations and applicable law. By signing this Agreement, the Parties warrant that Class Counsel s attorneys fees and costs were negotiated only after the amount of the MSA and method of distribution to Settlement Class Members had been agreed upon. Should the Court decline to approve any requested payment, or reduce such payment, the Settlement shall still be effective. 44. Settlement Administrator s Expenses: Class Counsel shall apply to the Court for the costs of the Settlement Administrator to be paid from the MSA. Defendant shall receive no portion of the MSA in connection with settlement administration. 45. Redistribution: Settlement Class Members shall have 150 days after checks are mailed to negotiate their checks. Thirty (30) days following the close of the check negotiation period, the Settlement Administrator shall distribute any remaining amounts in the Net Settlement Fund to the 1681b(b)(3) Category Settlement Class Members who negotiated their initial settlement check, less any settlement administration expenses associated with the redistribution. 46. Cy Pres: 1681b(b)(3) Category Settlement Class Members who receive a redistribution shall have 150 days after checks are mailed to negotiate their redistribution checks. Thirty (30) days following the close of the redistribution check negotiation period, the Settlement Administrator shall distribute any remaining amounts in the Net Settlement Fund to the National Consumer Law Center as a cy pres recipient. 47. Taxes: The Settlement Administrator on Defendant s behalf will issue to each Settlement Class Member who received and cashed his or her settlement check, an IRS Form 1099 if required by law and within the time required by law. 14

16 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 16 of 94 PAGEID #: 1053 NOTICE AND RELATED PROCESSES; CLAIM, OBJECTION, AND OPT-OUT REQUIREMENTS; AND ADJUDICATED INELIGIBLE CERTIFICATIONS A. NOTICE, WEBSITE, CONSUMER REPORTS, AND PHONE SUPPORT 48. Within thirty (30) days of receiving the Class List from Defendant, the Settlement Administrator shall mail the Postcard Notice to all Settlement Class Members. 49. Prior to mailing, the Settlement Administrator shall utilize the U.S. Postal Office s National Change of Address System and appropriate proprietary software to verify and/or update Settlement Class Members addresses. Should any Postcard Notice be returned as undeliverable or returned with a forwarding address, the Settlement Administrator shall r the Postcard Notice to the forwarding address and, if no forwarding addresses was provided, utilize any other legally available database for the purpose of finding new addresses and r ing. 50. Class Counsel shall cause the Settlement Website to go live on the date that the Postcard Notice is mailed. The Settlement Website shall: a. Contain the content on Exhibit D, including the Long Form Notice; b. Contain a sample Claims Certification Letter c. Be interactive; d. Provide Settlement Class Members with an opportunity to update their contact information; e. Contain copies of the pleadings in this matter, including the operative complaint, this Agreement, and copies of any orders issued by the Court in connection with this Settlement; f. Inform individuals that they are entitled to receive a free copy of any consumer report procured by Aerotek. Specifically, the home page for the Settlement Website 15

17 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 17 of 94 PAGEID #: 1054 shall contain a prominent link for Settlement Class Members to click in order to use electronically fillable forms and, if necessary, upload documents to request copies of their consumer reports; g. Direct individuals to the toll-free number established by the Claims Administrator for class member inquiries; h. Absent agreement by the Parties, not be taken down until eight (8) months following the Effective Date; i. Be updated as appropriate regarding developments in the Litigation, such as the establishment of new deadlines by the Court or the filing of an appeal; and j. Contain information describing Aerotek Community, and allow class members to enroll in same. k. Contain all notices translated into Spanish. 51. The Settlement Administrator shall provide toll-free phone support for all questions related to the Settlement for a period of no less than thirty (30) days following the date that all checks mailed to Settlement Class Members expire. Class Counsel shall have an ongoing responsibility to respond to Class Member inquiries in circumstances where the Settlement Administrator is unable to do so. B. OBJECTION AND OPT-OUT REQUIREMENTS 52. Right to Opt Out: All Settlement Class Members will have the right to be excluded from, i.e., to opt out of, the Settlement Class. On or before the Opt-Out Deadline, each Settlement Class Member who elects to opt out of the Settlement must send, by first class U.S. mail, written notice addressed to the Settlement Administrator indicating his or her name and address and stating that he or she desires to opt out of the Settlement or otherwise does not want 16

18 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 18 of 94 PAGEID #: 1055 to participate in the Settlement. Any Settlement Class Member who does not timely (as measured by the postmark on that individual s written notice) opt out of the Settlement by written notice correctly directed to the Settlement Administrator and containing the requisite information shall remain a member of the Settlement Class and shall be bound by any orders of the Court about the Settlement or the Settlement Class. In no event shall Settlement Class Members who purport to opt out of the Settlement as a group, aggregate, collective, or class involving more than one Settlement Class Member be considered a successful opt out. Any Settlement Class Member who fails to timely and validly opt out of the Settlement Class under this Settlement Agreement shall be bound by the terms of this Settlement. If more than 3,000 Settlement Class Members opt out, Defendant may in its sole discretion exercise its right to void the Settlement. If Defendant timely chooses the nullify the Settlement, this Agreement will be vacated, rescinded, cancelled, and annulled, and the Parties will return to the status quo ante, as if they had not entered into this Settlement. In that event, the Settlement and all negotiations and proceedings related to the Settlement will be without prejudice of the rights of the Parties, and evidence of the Settlement, negotiations, and proceedings will be inadmissible and will not be discoverable. The Named Plaintiffs, Class Counsel, Defendant, and Defendant s counsel agree not to solicit opt outs, directly or indirectly, through any means. 53. Objections: Any Settlement Class Member who wishes to object to the Settlement must file a timely written statement of objection with the Clerk of Court, and mail a copy of that objection with the requisite postmark to the Settlement Administrator no later than the Objections Deadline. The Settlement Administrator shall transmit the objection to Class Counsel and Defendant s counsel, within one (1) business day of receipt. The objection must state the case name and number; the basis for and an explanation of the objection; the name, address, telephone 17

19 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 19 of 94 PAGEID #: 1056 number, and address of the Settlement Class Member making the objection; and a statement of whether the Settlement Class Member intends to appear at the fairness hearing, either with or without counsel. In addition, any objection must be personally signed by the Settlement Class Member and, if represented by counsel, then by counsel. Any Settlement Class Member who fails to make objections in the manner specified above shall be deemed to have waived any objections and shall be foreclosed from making any objections, whether by appeal or otherwise, to the Settlement. No Settlement Class Member shall be entitled to contest in any way the approval of the terms and conditions of this Agreement or the Court s Final Approval Order or Final Judgment except by filing and serving written objections in accordance with the provisions of this Agreement. 54. Class Counsel and Defendant agree that no payments or other consideration shall be provided to any objector or to counsel for any objector to the Settlement in connection with the objector withdrawing an objection, foregoing the right to appeal an objection, or withdrawing an appeal unless such payment is disclosed to and approved by the Court. C. CATEGORY 1681B(B)(2) ADJUDICATED AND 1681B(B)(3) CERTIFICATIONS 55. Settlement Class Members who do not fall in the 1681b(b)(2) Adjudicated or 1681b(b)(3) Categories shall have the opportunity to certify that they meet the criteria for being part of either of those Categories. In order to so certify, a Settlement Class Member must send a Claims Certification Letter signed under penalty of perjury to the Settlement Administrator by mail. Such certification may be attested by a notary or by the Class Member s use of language in compliance with 28 U.S.C The Claims Certification Letter must state that the Settlement Class Member certifies that he or she meets the criteria for the 1681b(b)(2) Adjudicated Category 18

20 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 20 of 94 PAGEID #: 1057 because he or she had an unfavorable background check and a pre-adverse action notice letter was sent, or that he or she meets the criteria for the 1681b(b)(3) Category because he or she was placed on Aerotek s payroll, designated by Aerotek s HRIS system as having separated for failing the background check, and was sent a pre-adverse action letter within 30 days of termination. The Settlement Class Member must also provide a summary of the information that causes the Class Member to file a Claims Certification Letter. If the Settlement Class Member submits such a Claims Certification Letter on or before the Claims Certification Deadline, he or she will be considered to be part of the 1681b(b)(2) Adjudicated or 1681b(b)(3) Category (as asserted in his or her Claims Certification Letter) for the purpose of allocating the Net Settlement Fund. CLASS CERTIFICATION PURSUANT TO FED. R. CIV. P The Parties stipulate to class certification pursuant to Fed. R. Civ. P. 23 for purposes of settlement only, and only as to the precise terms as set forth in this Agreement. Defendant contends that the facts do not justify class certification under the governing legal standards; should the Settlement not be approved by the Court, or should the Settlement not proceed for any other reason, Defendant specifically reserves its right to contest a future motion for class certification. The Court has not ruled on class certification in the underlying Litigation. Consequently, the Parties will request approval of a Settlement Class for purposes of administration and resolution of this Action only. Such request is not, and it should not be, construed as any admission of fact or law in this Action or any other matter that class certification is appropriate. If the Court does not grant either preliminary or final approval of this Settlement as presented to the Court in this Agreement, and the Settlement is not effectuated in any other jurisdiction, then the Parties agree to revert to their previous positions and Defendant will not stipulate to class certification, and 19

21 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 21 of 94 PAGEID #: 1058 specifically denies the appropriateness thereof. For settlement purposes only, Defendant will stipulate that the Settlement Class as defined above may be certified. IV. RELEASE OF CLAIMS 57. Settlement Class Release: On the Effective Date of this Settlement Agreement, for the Settlement Class benefits and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Named Plaintiffs and Class Counsel, all Settlement Class Members who have not timely and properly opted out of the Settlement Class and each of their respective executors, representatives, heirs, successors, bankruptcy trustees, guardians, wards, agents and assigns, and all those who claim through them or who assert claims on their behalf, fully and forever release, waive, acquit, and discharge released and forever discharge Aerotek 1 from any claim, right, demand, charge, complaint, action, cause of action, obligation, or liability for any type of relief and statutory or punitive damages predicated on any claim and for actual or statutory damages, punitive damages, restitution or other monetary relief of any and every kind, including, without limitation, those based on any federal, state, or local law, statute, regulation, or common law, including all claims for declaratory or injunctive relief, whether known or unknown, suspected or unsuspected, under the law of any jurisdiction, which they ever had, now have or may have in the future resulting from, arising out of or in any way, directly or indirectly, connected with any acts or omissions that were raised or could have been raised in the Actions. This release includes but is not limited to claims arising under the Fair Credit Reporting Act ( FCRA ), the California Consumer Reporting Agencies Act, the California 1 For purposes of this release of claims, Aerotek Defendant Aerotek, Inc. and its respective present, former and future affiliates, parents, subsidiaries, corporate family members, officers, directors, partners, employees, agents, attorneys, heirs, vendors, administrators, executors, members, member entities, shareholders, predecessors, successors, representatives, trustees, principals, and assigns, individually, jointly and severally; however, it does not include consumer reporting agencies from whom Aerotek purchased consumer reports, except as set forth in

22 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 22 of 94 PAGEID #: 1059 Investigative Consumer Reporting Agencies Act, the California Private Attorney General Act, California Business and Professions Code section and like federal, state and local laws (collectively the FCRA Claims ). Plaintiffs and each participating Settlement Class Member also shall waive their right with regard to the FCRA Claims to pursue or participate in any claim for actual, statutory, liquidated, punitive or any other form of damages, as well as their right to pursue or participate in any such claim in any forum on a class or collective action basis against Aerotek. No such participating Settlement Class Member or any Plaintiff may circumvent or attempt to circumvent the spirit and intent of this provision by seeking to join, or supporting any effort or initiative to join, individuals in any action, including any mass action under the Class Action Fairness Act or otherwise. 58. This release explicitly includes claims for actual damages, statutory damages, and punitive damages, as well as for attorneys fees and costs. The Parties agree that the payments made hereunder are meant to compensate Settlement Class Members for all harms incurred as a result of the allegations set forth in or that could have been set forth in the Complaints. It is expressly intended and understood by the Parties that this Settlement Agreement is to be construed as a complete settlement, accord, and satisfaction of the Settlement Class Member Released Claims. Further, the Parties will jointly request the Court to enter an order of approval of the Settlement containing a settlement bar as to all claims at issue in this Litigation as set out below in Paragraph California Civil Code Section AS OF THE EFFECTIVE DATE, PLAINTIFFS AND EACH PARTICIPATING SETTLEMENT CLASS MEMBER SHALL FURTHER AUTOMATICALLY BE DEEMED TO HAVE WAIVED AND RELEASED ANY AND ALL PROVISIONS, RIGHTS, AND BENEFITS CONFERRED BY 1542 OF THE 21

23 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 23 of 94 PAGEID #: 1060 CALIFORNIA CIVIL CODE OR SIMILAR LAWS OF ANY OTHER STATE OR JURISDICTION. SECTION 1542 OF THE CALIFORNIA CIVIL CODE READS: CERTAIN CLAIMS NOT AFFECTED BY GENERAL RELEASE. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. 60. After-Discovered Facts and Changes in Law. Plaintiffs or any participating class member may hereafter discover facts other than or different from those that he or she knows or believes to be true with respect to the subject matter of the claims released pursuant to the terms of Section 7(a), or the law applicable to such claims may change. Nonetheless, each of those individuals expressly agrees that, as of the Effective Date, he or she shall have automatically and irrevocably waived and fully, finally, and forever settled and released any known or unknown, suspected or unsuspected, asserted or unasserted, liquidated or unliquidated, contingent or noncontingent claims with respect to the FCRA Claims. Further, each of those individuals agrees and acknowledges that he/she shall be bound by this Agreement, including by the releases contained in Section 7(a), and that all of his or her claims in the Action shall be dismissed with prejudice and released, without regard to subsequent discovery of different or additional facts and subsequent changes in the law and without regard to whether he or she actually negotiates the check sent to such him or her in payment of the consideration due under the terms of the Parties agreement. 61. Bar to Future Suits. Upon entry of the Final Judgment, the Settlement Class Representatives and Settlement Class Members shall be enjoined from prosecuting any claim they have released in Paragraph 57, in any proceeding against Aerotek or based on any actions taken 22

24 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 24 of 94 PAGEID #: 1061 by Aerotek that are authorized or required by this Agreement or by the Final Judgment. It is further agreed that the Final Judgment herein may be pleaded as a complete defense to any proceeding subject to this section. 62. Scope of Release. The release of claims described in Paragraph 57 extends to the consumer reporting agencies from whom Aerotek procured consumer reports or background checks, but only to the extent that any such agencies are subject to, or may be subject to, liability for providing reports to Aerotek in the absence of Aerotek s compliance with 1681b(b)(2) and/or 1681b(b)(3). 63. Representation. Class Counsel hereby certify to Defendant and the Court under penalty of perjury that they do not represent, are not soliciting, and do not presently intend to solicit any individuals for the purpose of pursuing an individual, class or mass action against Aerotek, Inc.. Class Counsel also warrants that they will not represent any party with interests adverse to preliminary or final approval of the Settlement or take any other action inconsistent with presenting the Settlement to the Court as fair and reasonable. 64. Named Plaintiff Release. On or before the Effective Date of this Settlement Agreement, for the Settlement Class benefits and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Named Plaintiffs and Class Counsel, the Named Plaintiffs will execute a separate, non-confidential, release of claims. V. NO ADMISSION OF LIABILITY 65. Defendant does not admit any liability, and neither this Settlement nor the fact of the Settlement, nor any documents filed in support of the Settlement, shall constitute, or be offered, received, claimed, construed, or deemed as, an admission, finding or evidence of: (i) any wrongdoing, (ii) any violation of any statute, law or regulation, (iii) any liability on the claims or 23

25 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 25 of 94 PAGEID #: 1062 allegations in the Actions, or any other proceeding, or (iv) the propriety of certifying a litigation class in the Actions, or any other proceeding, and shall not be used for any purpose whatsoever in any legal proceeding, including but not limited to arbitrations, other than a proceeding to enforce the terms of the Settlement. Aerotek reserves all arguments to defend against Plaintiffs purported claims, including but not limited to arguments pursuant to 15 U.S.C. 1681a(y). References to FCRA terms such as consumer report do not constitute any admission of any kind whatsoever. VI. SAFE HARBOR ORDER 66. Plaintiffs agree that Aerotek s form of disclosure and authorization used by Aerotek beginning in October 2014 (Exhibit E) is compliant with the FCRA. Class Counsel will so state in the affidavit of counsel they will file in support of Plaintiffs motion for preliminary approval, and the orders for preliminary and final approval shall so recite. VII. CONFIDENTIALITY 67. The Parties agree that Court-approved notice shall be the method through which Settlement Class Members are informed by the Parties of the Settlement. In order to ensure that all publicly disseminated information about the Settlement is accurate and Court-approved, Class Counsel and Plaintiffs shall not issue or cause to be issued any press releases or equivalent about the Settlement; however, after the Settlement is preliminarily approved, Class Counsel may post on their website a mutually agreeable statement that the case has settled and shall also include a link to the Settlement Website. Class Counsel may also state their appointment as Class Counsel in this Action to any court for purposes of declaring their class action and/or employment law experience. 24

26 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 26 of 94 PAGEID #: 1063 VIII. TIMING OF BRIEFING, CAFA NOTICE, FINAL FAIRNESS HEARING, AND PAYMENTS 68. Named Plaintiffs shall endeavor to move for preliminary settlement approval within 21 days of the resolution of the motion to transfer, shall propose the preliminary approval order attached hereto as Exhibit F, and shall request that the Settlement be preliminarily approved without a formal hearing and based on the submission of pleadings only. Defendant shall not oppose the motion for preliminary approval. 69. Within ten (10) days of the Named Plaintiffs moving for preliminary settlement approval, Defendant shall serve (or shall cause the Settlement Administrator to serve) upon the appropriate state officials of each state in which a Named Plaintiff or a Settlement Class Member resides and upon the pertinent U.S. Attorney General for each such state, a notice of this proposed Settlement, and other filings required by the Class Action Fairness Act of 2005 ( CAFA ), 28 U.S.C Defendant will provide a copy of this notice to Class Counsel and will file with the Court a notice of compliance with CAFA s requirements. 70. Named Plaintiffs will file their Motion for Attorneys Fees and Costs, Class Representative Service Payments, and Payment of the Settlement Administrator s Expenses no later than fourteen (14) days before the Opt-Out Deadline. 71. Named Plaintiffs shall move for final settlement approval no later than thirty (30) days following the Claims Challenge Deadline, and in cooperation with Defendant s counsel, Class Counsel shall propose the Final Approval Order attached hereto as Exhibit G, Defendant shall not oppose that motion, and the Parties shall jointly request a fairness hearing as soon as is practicable but no sooner than forty-five (45) days following the Claims Challenge Deadline. 25

27 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 27 of 94 PAGEID #: No later than five (5) business days following the Effective Date, Defendant shall wire the Net Settlement Fund, less any previously approved and paid Settlement Administration Expenses, to the account established by the Settlement Administrator. 73. As soon as is practicable, but no later than fourteen (14) days following the Effective Date, the Settlement Administrator shall mail checks to all Settlement Class Members who do not opt out, including the service payments to the Class Representatives. 74. As soon as is practicable, but no later than fourteen (14) days following the Effective Date, The Settlement Administrator shall wire any approved attorneys fees and costs to Class Counsel. IX. JURISDICTION AND SETTLEMENT CONTINGENT ON APPROVAL 75. Jurisdiction: The Parties shall request that the California Litigation be transferred to Ohio and consolidated with the Ohio Litigation, and that the Settlement be approved in Ohio. The Parties shall request that the Ohio Court retain jurisdiction to enforce the Settlement Agreement. Should the California court decline to transfer this matter, or the Ohio Court lose jurisdiction in advance of the Settlement being finally approved and all required payments being made and the entirety of the Settlement having been effectuated, the Parties agree that it is their intent for the terms of this Agreement to be enforced, and agree that Named Plaintiffs will re-file this Action, for settlement purposes only, in a mutually acceptable court of competent jurisdiction to effectuate this Settlement. If the Parties cannot agree on a mutually acceptable jurisdiction for purposes of presenting the Settlement, the Parties agree to submit the Settlement to state court in the Franklin County, Ohio Court of Common Pleas. 76. Settlement Contingent on Final Approval: This Settlement is contingent upon final approval by the Court of the Settlement on precisely the same terms set forth in this Agreement. 26

28 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 28 of 94 PAGEID #: 1065 In the event that a court of competent jurisdiction rejects any portion of this Settlement Agreement, or requires modifications of any kind whatsoever, the Parties agree that they will first attempt to reach a further agreement, and if unable to reach agreement, will seek assistance of Prof. Eric D. Green, including, as needed, returning to mediation. In the event that a court of competent jurisdiction does not finally approve such settlement for the Settlement Class, this Agreement shall have no effect and will be null and void ab initio. The Parties agree that if, for any reason, the Settlement is not finally approved, the Settlement Class shall be decertified, and that certification or denial of certification shall not be used by any person or entity or the Court as a basis for certifying or denying certification of any class for litigation purposes. 77. Settlement Modification. The Parties may agree by stipulation executed by counsel to modify the exhibits to this Agreement to effectuate the purpose of this Agreement or to conform to guidance from the Court about the contents of such exhibits without the need to further amend this Agreement. Any stipulation modifying the Settlement must be filed with the Court and is subject to the Court s approval. X. MISCELLANEOUS 78. Authority: The signatories below represent they are fully authorized to enter into this Agreement and to bind the Parties and the Settlement Class Members. 79. Best Reasonable Efforts and Mutual Full Cooperation: The Parties agree to fully cooperate with one other to accomplish the terms of this Agreement, including but not limited to, executing such documents and taking such other actions as may be reasonably necessary to implement the terms of this Settlement. The Parties to this Agreement will use their best reasonable efforts, including all efforts contemplated by this Agreement and any other efforts that may become necessary or ordered by the Court, or otherwise, to effectuate this Agreement and the 27

29 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 29 of 94 PAGEID #: 1066 terms set forth in it and to ensure that checks are mailed to Settlement Class Members in a timely manner. 80. Entire Agreement: This Agreement, together with its exhibits, constitutes the full and entire agreement among the Parties with regard to the subject matter and supersedes all prior representations, agreements, promises, or warranties, written, oral, or otherwise. No party shall be liable or bound to any other party for any prior representation, agreement, promise, or warranty, oral or otherwise, except for those that are expressly set forth in or attached to this Agreement. 81. Binding: This Agreement will be binding upon and will inure to the benefit of the Parties and their respective heirs, trustees, executors, administrators, successors, and assigns. 82. No Prior Assignments: The Named Plaintiffs represent, covenant, and warrant that they have not directly or indirectly, assigned, transferred, encumbered, or purported to assign, transfer, or encumber to any person or entity any portion of any liability, claim, demand, action, cause of action, or that are rights released or discharged in this Settlement except as set forth in this Agreement. 83. Construction: The Parties agree that the terms and conditions of this Agreement are the result of lengthy, arms-length negotiations between the Parties and that this Agreement will not be construed in favor of or against any party by reason of the extent to which any party or the party s counsel participated in the drafting of this Agreement. 84. Construction of Captions and Interpretations: Paragraph titles, captions, or headings in this Agreement are inserted as a matter of convenience and for reference and in no way define, limit, extend, or describe the scope of this Agreement or any provision in it. Each term of this Agreement is contractual and is not merely a recital. 28

30 DocuSign Envelope ID: DE76E02C-B0A2-4B93-97FD-DD0B7A1822E9 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 30 of 94 PAGEID #: Notices: Unless otherwise specifically provided in this Agreement, should any notices, demands or other communications be required after entry of the Court s Final Approval Order and Final Judgment, they will be in writing and will be deemed to have been duly given as of the third business day after mailing by U.S. registered or certified mail, return receipt requested, addressed to counsel of record. Any communication made in connection with this Agreement shall be deemed to have been served when sent by overnight delivery or registered or certified first class U.S. mail, postage prepaid, or when delivered in person at the addresses designated above. 86. This Agreement may be executed in one or more counterparts. All executed counterparts and each of them shall be deemed to be one and the same Agreement. This Agreement may be executed by signature delivered by facsimile, PDF, text, or.jpg and need not be the original ink signature. A complete set of executed counterparts shall be filed with the Court. This Agreement shall become binding upon its execution by the Class Representatives, Defendant, and counsel. IN WITNESS WHEREOF the Parties and their counsel have caused this Settlement Agreement to be duly executed. Jose Rubio-Delgado Date: 10/5/2016 Shalanda Burgess; Date: Harrietta Hubbard Date: 29

31 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 31 of 94 PAGEID #: 1068

32 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 32 of 94 PAGEID #: 1069

33 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 33 of 94 PAGEID #: 1070

34 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 34 of 94 PAGEID #: 1071

35 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 35 of 94 PAGEID #: 1072 Ebony Moore Date: Aerotek, Inc. Date: By: Title: COUNSEL FOR PLAINTIFFS BERGER & MONTAGUE, P.C. Dated:, October By E. Michelle Drake 43 SE Main Street Suite 505 Minneapolis, MN emdrake@bm.net O TOOLE, McLAUGHLIN, DOOLEY & PECORA CO., LPA. By Matthew A. Dooley 5455 Detroit Road Sheffield Village, OH Telephone: Facsimile: mdooley@omdplaw.com THE LAW OFFICES OF DEVIN H. FOK By Devin H. Fok devin@devinfoklaw.com P.O. Box 7165 Alhambra, CA Phone: (310)

36 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 36 of 94 PAGEID #: 1073

37 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 37 of 94 PAGEID #: 1074

38 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 38 of 94 PAGEID #: 1075

39 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 39 of 94 PAGEID #: 1076 EXHIBIT A 1681b(b)(2) Notice Postcard

40 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 40 of 94 PAGEID #: 1077

41 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 41 of 94 PAGEID #: 1078

42 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 42 of 94 PAGEID #: 1079 EXHIBIT B 1681b(b)(2) Adjudicated Notice Postcard

43 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 43 of 94 PAGEID #: 1080

44 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 44 of 94 PAGEID #: 1081

45 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 45 of 94 PAGEID #: 1082 EXHIBIT C 1681b(b)(3) Notice

46 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 46 of 94 PAGEID #: 1083

47 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 47 of 94 PAGEID #: 1084

48 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 48 of 94 PAGEID #: 1085 EXHIBIT D Long Form Notice

49 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 49 of 94 PAGEID #: 1086

50 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 50 of 94 PAGEID #: 1087 TABLE OF CONTENTS Basic Information x 1. Why did I get this notice? x 2. What is the lawsuit about? x 3. Why is this case a class action? x 4. Why is there a settlement? x Who Is In The Settlement x 5. How do I know if I am part of the settlement? x The Settlement Benefits x 6. What does the settlement provide? x 7. How can I get a benefit? x 8. When would I get my benefit? x 9. What am I giving up to get a benefit or stay in the class? x 10. How do I get out of the settlement? x 11. If I don t exclude myself, can I sue Aerotek for the same thing later? x 12. If I exclude myself, can I get benefits from this settlement? x The Lawyers Representing You x 13. Do I have a lawyer in this case? x 14. How will the lawyers be paid? x Objecting To The Settlement x 15. How do I tell the Court that I don t like the settlement? x 16. What s the difference between objecting and excluding? x 17. Where and when will the Court decide whether to approve the settlement? x 18. Do I have to come to the hearing? x 19. May I speak at the hearing? x Getting More Information x 20. Are there more details about the settlement? x 21. How do I get more information? x 2

51 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 51 of 94 PAGEID #: Why did I get this Notice? Basic Information The Court in this case approved the posting of this Notice so that it could be viewed by potential members of the Settlement Class. The Settlement Class includes: All persons on whom Aerotek procured a consumer report pursuant to the Fair Credit Reporting Act during the period from July 3, 2011 through September 30, If you are unsure of whether you are in the Settlement Class, you can contact the Settlement Administrator at XX. Composition of the Settlement Class is based upon Aerotek s records and investigation. This Notice has been posted because members of the Settlement Class have a right to know about a proposed settlement of a class action lawsuit in which they are class members, and about all of their options, before the Court decides whether to approve the Settlement. If the Court approves the Settlement, and after objections or appeals relating to that Settlement are resolved, the benefits provided for by the Settlement will be available to members of the Settlement Class. This Notice explains the Litigation, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them. A full copy of the Settlement Agreement may be reviewed at the Settlement Website: This Notice contains only a summary of the Settlement Agreement. The Court in charge of this case is the United States District Court for the Southern District of Ohio, and the case is known as Moore v. Aerotek, Inc., Case No. 2:15-cv (the Litigation ). The persons who filed this Litigation are called the Named Plaintiffs, and Aerotek is the Defendant. 2. What is the Litigation about? Named Plaintiffs allege that Aerotek violated the Fair Credit Reporting Act by running background checks on employees and applicants without making legally required disclosures and, for some Class members, by taking adverse employment actions (terminating or not hiring or placing those individuals) due to the results of the background check. Aerotek disputes the Named Plaintiffs allegations and denies all liability to Named Plaintiffs and the Settlement Class. Aerotek denies Named Plaintiffs allegations and has raised a number of defenses to the claims asserted. The Parties are settling the Litigation to avoid the risk and expense of further litigation. No court has found Aerotek to have violated the law in any way. No court has found that the Named Plaintiffs could recover any certain amount in this Litigation. Although the Court has authorized notice to be given of the proposed Settlement, this Notice does not express the opinion of the Court on the merits of the claims or defenses asserted by either side in the Litigation. 3

52 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 52 of 94 PAGEID #: Why is this case a class action? Class actions are lawsuits in which the claims and rights of many people are decided in a single proceeding. In a class action, representative plaintiffs are called Class Representatives. They seek to assert claims on behalf of all members of a class or classes of similarly situated people. By doing this, they can conserve resources by asserting their claims in a single lawsuit. Class actions often involve circumstances where claimed individual damages are too small for people to proceed on their own, but where the defendant s conduct affected a lot of people all in the same way. Lawyers who represent people who file class actions are called class counsel. To date, the lawyers who brought this case ( Class Counsel ) have not been paid any money for their work and have paid all their expenses out of pocket. They will only be paid if they win the Litigation or if the Court approves the Settlement. 4. Why is there a settlement? The Court did not decide this case in favor of the Named Plaintiffs or in favor of Aerotek. If approved, the Settlement will stop the Litigation from being litigated any more. If the Litigation continued to be litigated, there is a possibility that the Settlement Class would receive nothing. There is also the possibility that Aerotek would be required to pay more than it has agreed to pay as a result of the Settlement. Class Counsel investigated the facts and applicable law regarding the Named Plaintiffs claims and Aerotek s defenses. The Parties engaged in lengthy and arms-length negotiations to reach this Settlement. Named Plaintiffs and Class Counsel believe that the proposed Settlement is fair, reasonable, and adequate and in the best interests of the Settlement Class. Both sides agree that, by settling, Aerotek is not admitting any liability or that it did anything wrong. Both sides want to avoid the uncertainties and expense of further litigation. 5. How do I know if I am part of the Settlement? Who Is In The Settlement You are a part of the Settlement Aerotek procured a consumer report pursuant to the Fair Credit Reporting Act during the period from July 3, 2011 through September 30, If you received a Postcard Notice, Aerotek s records indicate you are a member of the Settlement Class. If you are not certain as to whether you are a member of the Settlement Class, you may contact the Settlement Administrator to find out. The Administrator can be reached at XXX-XXXX. The question of class membership will be determined based on Aerotek s records. 6. What does the Settlement provide? The Settlement Benefits What You Get The Settlement provides non-monetary and monetary benefits for Settlement Class Members. First, Aerotek has agreed to allow Class Members who do not opt out of the Class to participate in the Aerotek Community for a period of three (3) months from the Effective Date of the settlement (30 days after all rights 4

53 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 53 of 94 PAGEID #: 1090 to appeal the judgment and settlement are exhausted). Participation allows such Class Members access to, among other things, substantially more open requisitions with Aerotek clients that are not advertised publicly by Aerotek on its public-facing web site, as well as assistance with resume drafting. Second, Aerotek will provide a settlement fund of $15,000,000. This money will be divided among the approximately 588,000 Settlement Class Members, and will also be used to pay for any Court-approved attorneys fees, Class Representative awards, and administration costs. The exact amount each Settlement Class Member will receive will depend on the amount of fees, awards and costs, as well as the number of Settlement Class Members participating in the settlement. The amount will also depend on the claim category of each Settlement Class Member. There are three claims categories in this case: (i) The 1681b(b)(2) Category includes all Settlement Class Members for whom Aerotek s records indicate that the background check Aerotek obtained on the Settlement Class Member was designated as favorable. (ii) The 1681b(b)(2) Adjudicated Category includes any member of the class to whom Aerotek s records indicate that a pre-adverse action notice letter was sent; and (iii) The 1681b(b)(3) Category includes class members who were placed on Aerotek s payroll, designated by Aerotek s HRIS system as having separated for failing the background check, and were sent a pre-adverse action letter within 30 days of termination. Although the exact amount will vary depending on the amount of attorneys fees, Class Representative awards and administration costs, it is expected that Settlement Class Members in the 1681b(b)(2) Category will receive $ ; Settlement Class Members in the 1681b(b)(2) Adjudicated Category will receive $ ; and Settlement Class Members in the 1681b(b)(3) Category will receive $. The Postcard Notice you received indicated if Aerotek s records showed you to be in the 1681b(b)(2) Category, the 1681b(b)(2) Adjudicated Category, or the 1681b(b)(3) Category. If the Postcard Notice you received said you were in a particular category and that is not correct, you have the opportunity to submit documentation to potentially receive an increased settlement amount. You must send a letter to the Settlement Administrator via mail to ADDRESS, which states that you received an unfavorable background check and either: (A) you were refused employment as a result, or (B) you WERE terminated after hiring by Aerotek.. You must include the basis of your knowledge and submit any supporting documentation you have. This letter and documentation must be submitted by DATE. Aerotek will be able to challenge your certification. You will be notified if Aerotek challenges your certification and you will be given the opportunity to respond. 7. How can I get a benefit? You do not need to do anything to be eligible to receive a payment under this Settlement. Unless you exclude yourself from the Class, you will automatically receive a payment. Your interest as a member of the Settlement Class will be represented by the Named Plaintiffs and Class Counsel. You will be bound by any judgment arising from the Settlement. If the Settlement is approved the Settlement Administrator will send you a check for any money to which you are entitled under the Settlement. If you change your address, you must mail a notification of your new address to the Settlement Administrator or submit a change of address online at 5

54 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 54 of 94 PAGEID #: When would I get my benefit? The Court will hold a final approval hearing on DATE at TIME to decide whether to approve the Settlement. If the Settlement is approved, there may be appeals. Payments to members of the Settlement Class will be made only if the Settlement is finally approved. This may take some time, so please be patient. 9. What am I giving up to get a benefit or stay in the Settlement Class? Upon the Court s approval of the Settlement, all members of the Settlement Class who have not filed a timely and proper notice to exclude themselves from the Settlement Class (as well as their spouses, heirs, and others who may possess rights on their behalf), fully release Aerotek from any and all claims arising out of or relating directly or indirectly in any manner whatsoever to the facts alleged or which could have been alleged or asserted in the Litigation, including but not limited to any and all claims under the Fair Credit Reporting Act (15 U.S.C. 1681b(b)(1), 1681b(b)(2), and 1681b(b)(3)), and any similar state law claims. This release explicitly includes claims for actual damages, statutory damages, and punitive damages, as well as for attorneys fees and costs. This release may affect your rights, and may carry obligations, in the future. To view the full terms of this release, which are contained in the Settlement Agreement, please visit How do I get out of the Settlement? If you choose to be excluded from the Settlement (or opt out ), you will not be bound by any judgment or other final disposition of the Litigation and you will not receive any settlement payment. You will retain any claims against Aerotek you might have. To opt out, you must state in writing your desire to be excluded from the Settlement Class. Your request for exclusion must be sent by first class mail, postmarked on or before DATE, addressed to: Moore v. Aerotek, Inc. c/o Settlement Administrator ADDRESS ADDRESS If the request is not postmarked on or before DATE, your request for to exclude yourself will be invalid, and you will be bound by the terms of the Settlement approved by the Court, including without limitation, the judgment ultimately rendered in the case, and you will be barred from bringing any claims which arise out of or relate in any way to the claims in the Litigation as specified in the release referenced in paragraph 9 above. 11. If I don t exclude myself, can I sue Aerotek for the same thing later? No. Unless you exclude yourself, you give up any right to sue Aerotek for the claims that this Settlement resolves. If you have a pending lawsuit, speak to your lawyer in that case immediately. 12. If I exclude myself, can I get benefits from this Settlement? No. If you exclude yourself, you are not part of the Settlement. The Lawyers Representing You 6

55 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 55 of 94 PAGEID #: Do I have a lawyer in this case? The Court has appointed Berger & Montague, P.C., and as Class Counsel: E. Michelle Drake [CO-COUNSEL] Berger & Montague, P.C. 43 SE Main Street, Suite 505 Minneapolis, MN You may hire your own attorney to advise you, but if you hire your own attorney, you will be responsible for paying that attorney s fees. 14. How will the lawyers and Class Representatives be paid? Class Counsel have not been paid anything for their representation of the Settlement Class to date. They have paid all the expenses of litigation out of their own pockets. If they were to lose the case, they would be paid nothing. In connection with this Settlement, Class Counsel intend to apply to the Court for an award of attorneys fees, in an amount not to exceed $. That amount is equal to one-third of the settlement fund. They also intend to seek out-of-pocket litigation expenses incurred during the Litigation up to $XX. The Court will evaluate whether this fee request is reasonable in light of Class Counsel s skill and the risk they undertook in bringing the Litigation. The Court may award less. The Court has appointed Named Plaintiffs Ebony Moore, Jose Rubio-Delgado, Shalanda Burgess, and Harrietta Hubbard as Class Representatives. Class Counsel also will seek service awards for the Named Plaintiffs of no more than $5,000 each for Plaintiffs Moore and Rubio-Delgado, and no more than $3,000 each for Plaintiffs Burgess and Hubbard. These awards are intended to compensate the Class Representatives for the time and effort they have put into bringing this Litigation on behalf of everyone in the Settlement Class. The costs of settlement administration are expected to be approximately $XX. If awarded by the Court, all of these amounts will be paid directly out of the settlement fund. Objecting To The Settlement 15. How do I tell the Court that I don t like the Settlement? You can ask the Court to deny approval of the Settlement by filing an objection. You cannot ask the Court to order a larger settlement; the Court can only approve or deny the Settlement as-is. If the Court denies approval, no settlement payments will be sent out and the Litigation will continue. If that is what you want to happen, you must object. You may object to the proposed Settlement in writing. You may also appear at the final approval hearing, either in person, or through your own attorney. If you appear through your own attorney, you are responsible for paying that attorney. All written objections and supporting papers must (a) clearly identify the case name and number (Moore v. Aerotek, Inc., Case No. 2:15-cv-02701); (b) contain the basis for and an explanation of the objection; (c) contain 7

56 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 56 of 94 PAGEID #: 1093 your name, address, telephone number, and address (if you have one), and be signed by you or any attorney representing you; (d) include a statement of whether you intend to appear at the final approval hearing, either with or without an attorney; (e) be submitted to the Court, either by mail to the Clerk of Court, United States District Court for the Southern District of Ohio, Joseph P. Kinneary U.S. Courthouse, 85 Marconi Boulevard, Columbus, Ohio 43215, or by filing your objection in person at any location of the United States District Court for the Southern District of Ohio, and (f) a copy mailed to the Settlement Administrator. Your objection must be filed and/or postmarked on or before DATE. Any member of the Settlement Class who does not file and serve an objection in the time and manner described above will not be permitted to raise that objection later. The Parties have agreed and it is a term of the Settlement that no payments will be made to any objector, or any objector s counsel, for any reason, without district court approval. The Settlement Agreement further requires the district court to approve any payments made in connection with an objector withdrawing or dismissing an appeal. 16. What s the difference between objecting and excluding? Objecting is simply telling the Court that you don t like something about the Settlement. You can object only if you stay in the Settlement. Excluding yourself is telling the Court that you don t want to be part of the Settlement. If you exclude yourself, you have no basis to object because the Litigation no longer affects you. 17. Where and when will the Court decide whether to approve the Settlement? There will be a final approval hearing to consider approval of the proposed Settlement on DATE at TIME at the United States District Court for the Southern District of Ohio, Joseph P. Kinneary U.S. Courthouse, Room 109, 85 Marconi Boulevard, Columbus, Ohio The hearing may be postponed to a later date without further notice; Settlement Class Members should check regularly for any changes to this date. The purpose of the hearing is to determine the fairness, reasonableness, and adequacy of the terms of Settlement; whether the Settlement Class is adequately represented by the Class Representatives and Class Counsel; and whether an order and Final Judgment should be entered approving the proposed Settlement. The Court also will consider Class Counsel s application for an award of attorneys fees and expenses and Class Representatives compensation. You will be represented at the final approval hearing by Class Counsel, unless you choose to enter an appearance in person or through your own counsel. The appearance of your own attorney is not necessary to participate in the hearing. 18. Do I have to come to the hearing? No. Class Counsel will represent the Settlement Class at the final approval hearing, but you are welcome to come at your own expense. If you send any objection, you do not have to come to Court to talk about it, but you may if you wish. As long as you filed and mailed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, if you wish. 19. May I speak at the hearing? 8

57 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 57 of 94 PAGEID #: 1094 You may ask the Court for permission to speak at the final approval hearing. To do so, you must send with your objection a notice of intention to appear at the hearing as described in Paragraph 15 above. You cannot speak at the hearing if you excluded yourself. 20. Are there more details about the Settlement? Getting More Information This Notice is only a summary. For a more detailed statement of the matters involved in the Litigation or the Settlement, you may refer to the papers filed in this case during regular business hours at the office of the Clerk of the Court, United States District Court for the Southern District of Ohio, Joseph P. Kinneary U.S. Courthouse, 85 Marconi Boulevard, Columbus, Ohio 43215, File: Moore v. Aerotek, Inc., Case No. 2:15-cv The full Settlement Agreement and certain pleadings filed in the case are also available at or can be requested, in writing or by phone, from the Settlement Administrator. 21. How do I get more information? You can visit or contact the lawyers representing the Settlement Class, identified in Paragraph 13 above. Please do not contact the Court for information. 9

58 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 58 of 94 PAGEID #: 1095 EXHIBIT E Disclosure Form (Exhibits E1 and E2)

59 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 59 of 94 PAGEID #: 1096 EXHIBIT E1

60 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 60 of 94 PAGEID #: 1097

61 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 61 of 94 PAGEID #: 1098

62 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 62 of 94 PAGEID #: 1099

63 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 63 of 94 PAGEID #: 1100

64 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 64 of 94 PAGEID #: 1101

65 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 65 of 94 PAGEID #: 1102

66 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 66 of 94 PAGEID #: 1103

67 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 67 of 94 PAGEID #: 1104

68 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 68 of 94 PAGEID #: 1105

69 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 69 of 94 PAGEID #: 1106 EXHIBIT E2

70 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 70 of 94 PAGEID #: 1107

71 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 71 of 94 PAGEID #: 1108

72 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 72 of 94 PAGEID #: 1109

73 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 73 of 94 PAGEID #: 1110

74 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 74 of 94 PAGEID #: 1111

75 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 75 of 94 PAGEID #: 1112

76 Case: 2:16-cv GCS-TPK Doc #: 97-2 Filed: 12/12/16 Page: 76 of 94 PAGEID #: 1113