Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 1 of 86 PageID: : : Plaintiffs, : : : Defendants. Plaintiffs, Defendants.

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1 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 1 of 86 PageID: UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY x JEFFREY BOUDER, et al., on behalf of themselves, : the general public, and all others similarly situated, : Plaintiffs, : - vs - : : PRUDENTIAL FINANCIAL, INC., THE : PRUDENTIAL INSURANCE COMPANY OF : AMERICA, 1 et al., : : Defendants. : x JIM WANG, individually and on behalf of all others : similarly situated, : Plaintiffs, : - vs - : : PRUDENTIAL FINANCIAL, INC., THE : PRUDENTIAL INSURANCE COMPANY OF : AMERICA, 1 DOES, : Defendants. : x Civil Action No. 2:06-cv-4359 (CCC) (MF) SETTLEMENT AGREEMENT AND RELEASE REGARDING CLASS AND COLLECTIVE ACTION AND INDIVIDUAL CLAIMS Class Action Settlement Agreement and Release This Class and Collective Action Settlement Agreement and Release, including Exhibits A through D hereto (the Settlement Agreement or Agreement ), is made and entered into by, between and among Jeffrey Bouder, Vincent Cammisa, Tracy Chosa, John Costa, Joseph Gawron, Michael Todd Hinchliffe, Ryan Holmes, Sandra King, Edward Lennon, Timothy Munson, Christine Musthaler, Michele Otten, Goran Oydanich, Robert Paventi, Alan Scott Rudo, Steven Song, Julie Stalla, Julie Sullivan, Alex Tejada, David Uchansky, Jason Persinger, and Jim Wang (collectively, the Named Plaintiffs ) individually on behalf of themselves, and as to some of them as class representatives of the Classes (as defined below), as to some as Non-Deduction 1 Incorrectly referred to as Prudential Insurance Co. of America in the case caption.

2 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 2 of 86 PageID: Wage Claimants (as defined below), 2 and Defendants Prudential Financial, Inc. and The Prudential Insurance Company of America, and its and their affiliated entities ( Prudential ). The Named Plaintiffs, Opt-In Plaintiffs (as defined below), and Prudential are collectively referred to as the Parties. The Parties enter into this Agreement to effect a full and final settlement and dismissal with prejudice of all claims of Settling Plaintiffs (as defined below) brought against Prudential in the above-captioned action (the Action, further defined below), which were pled in the Operative Complaint (as defined below), and/or claims related thereto. This Agreement is intended fully and finally to compromise, resolve, discharge and settle the Action, as reflected herein, subject to the approval of Court. I. RECITALS AND NATURE OF THE LITIGATION 1. WHEREAS, on September 15, 2006, Plaintiffs Bouder, Brian C. Kennedy and Carol Kennedy filed a Class Action Complaint asserting overtime claims under the Fair Labor Standards Act ( FLSA ) and state law claims under the laws of the Commonwealth of Pennsylvania ( Bouder ); 2. WHEREAS, on March 20, 2008, Jim Wang filed a wage and hour class and collective action in the Southern District of California asserting overtime claims under the FLSA and California state law, and, further alleging under California law that Prudential failed to provide meal breaks and reimbursement for necessary business expenses ( Wang ), and thereafter, on August 18, 2008, the Wang case was transferred to the District of New Jersey 2 Though Edward Lennon is not named as a Plaintiff in the Operative Complaint (as defined in text below), he had been a plaintiff in pleadings filed prior to the filing of the Operative Complaint and had participated in substantial discovery in the Action (as defined in text below), and, for convenience, is deemed included in the term Named Plaintiffs as used herein, unless otherwise stated. Edward Lennon is further deemed an Opt-In Plaintiff and by signing this Agreement, shall be deemed to have submitted a Qualifying Claim Form. 2

3 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 3 of 86 PageID: where Bouder was pending and on September 16, 2008, the Wang and Bouder matters were consolidated for all purposes in the Action; 3. WHEREAS, on March 27, 2008, the Court granted the plaintiffs motion for conditional collective action certification of their overtime claims arising under the FLSA; 4. WHEREAS, on July 5, 2008, the FLSA opt-in period closed and approximately 285 plaintiffs with FLSA claims, in addition to all but one of the Named Plaintiffs, timely opted into the Action and have not opted-out; 5. WHEREAS, on January 15, 2009, the Named Plaintiffs Bouder, Costa, Musthaler, Song, Uchansky, Rudo, Holmes, Munson, Gawron, King, Sullivan, Otten, Cammisa, Oydanich, Paventi, Hinchliffe, Persinger, Chosa, Stalla and Wang, as well as Edward Lennon, together with Peter Shaw, Kelly Gallant and Christopher Briggs, filed a First Consolidated Amended Collective and Class Action Complaint asserting overtime claims under the FLSA and state law wage claims under the laws of California, Hawaii, Illinois, Indiana, Massachusetts, Michigan, Missouri, Montana, Nevada, New Jersey, New York, Ohio, Oregon, Pennsylvania and Washington; 6. WHEREAS, on March 16, 2009, the Named Plaintiffs Bouder, Costa, Musthaler, Song, Uchansky, Rudo, Holmes, Munson, Gawron, King, Sullivan, Otten, Cammisa, Lennon, Oydanich, Paventi, Tejada, Stalla, Hinchliffe, Persinger, Chosa and Wang, as well as Edward Lennon, together with Shaw, Gallant, Briggs, and Gerard Rousseau, filed a Second Consolidated Amended Collective and Class Action Complaint asserting overtime claims under the FLSA and state law wage claims under the laws of California, Hawaii, Illinois, Indiana, Massachusetts, Michigan, Missouri, Montana, Nevada, New Jersey, New York, Ohio, Oregon, Pennsylvania and Washington; 3

4 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 4 of 86 PageID: WHEREAS, on January 20, 2010, the Named Plaintiffs Bouder, Costa, Musthaler, Song, Uchansky, Rudo, Holmes, Munson, Gawron, King, Sullivan, Otten, Cammisa, Oydanich, Paventi, Tejada, Stalla, Hinchliffe, Persinger, Chosa and Wang, filed a Third Consolidated Amended Collective and Class Action Complaint (the Operative Complaint ), asserting overtime claims under the FLSA and state law wage claims under the laws of California, Hawaii, Illinois, Michigan, Missouri, Montana, Nevada, New Jersey, New York, Ohio, Oregon, Pennsylvania and Washington; 8. WHEREAS, on February 15, 2010, Prudential moved for summary judgment against the FLSA claims of Named Plaintiffs Bouder, Cammisa, Chosa, Costa, Gawron, Hinchliffe, Holmes, King, Munson, Musthaler, Otten, Oydanich, Paventi, Rudo, Song, Stalla, Sullivan, Tejada, Uchansky and Wang; 9. WHEREAS, on February 15, 2010, Prudential filed a motion to decertify the conditionally certified collective action and to dismiss the claims of Opt-In Plaintiffs without prejudice; 10. WHEREAS, on July 15, 2010, the Named Plaintiffs in the Operative Complaint moved, pursuant to Federal Rule of Civil Procedure 23, for class certification of various state law overtime and deductions claims arising under the laws of California, Hawaii, Illinois, Michigan, Montana, New Jersey, New York, Ohio, Oregon, Pennsylvania and Washington on behalf of current and former Statutory Agents, Prudential Representatives and Financial Services Associates and their predecessor and successor positions, but did not seek certification of class claims asserted under the laws of other states; 4

5 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 5 of 86 PageID: WHEREAS, on August 31, 2010, the Court granted Prudential s motion for summary judgment against the said Named Plaintiffs FLSA claims, but did not rule on Prudential s motion to decertify the conditionally certified collective action; 12. WHEREAS, on January 18, 2013, the Court denied the said Named Plaintiffs motion for class certification of state law claims arising under the laws of California, Hawaii, Illinois, Michigan, Montana, New Jersey, New York, Ohio, Oregon, Pennsylvania and Washington on behalf of current and former Statutory Agents, Prudential Representatives and Financial Services Associates and their predecessor and successor positions; 13. WHEREAS, by Orders dated July 22, 2013 and August 7, 2016, the Court granted the said Named Plaintiffs motion for reconsideration and leave to file, no later than September 13, 2013, a renewed motion for class certification excluding Statutory Agents, consistent with the Court s ruling and comments in the January 18, 2013 ruling; 14. WHEREAS, on September 13, 2013, Named Plaintiffs Bouder, Costa, Holmes, Munson, Musthaler, Paventi, Song, Tejada, Uchansky and Wang filed a renewed motion for class certification asserting State Law Deductions Claims (as defined below) under the laws of California, New York and Pennsylvania and state law overtime claims under the laws of California, Illinois, New York and Pennsylvania, on behalf current and former Prudential Representatives and Financial Services Associates; 15. WHEREAS, on January 14, 2015, the New Jersey Supreme Court decided Hargrove v. Sleepy s, LLC, 106 A.3d 449 (N.J. 2015), adopting the ABC test under New Jersey wage and hour law for determining independent contractor status; 16. WHEREAS, on February 26, 2015, the Court granted Named Plaintiffs Bouder, Costa, Holmes, Munson, Musthaler, Paventi, Song, Tejada, Uchansky and Wang motion for 5

6 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 6 of 86 PageID: class certification as to the State Law Deductions Claims asserted under the laws of California, New York and Pennsylvania but denied class certification of the overtime and derivative state law claims under California, Illinois, New York and Pennsylvania law; 17. WHEREAS, in or around November 2015, in connection with Court ordered mediation proceedings, the Named Plaintiffs advised Prudential of their intention to seek class certification of the State Law Deductions Claims of current and former Statutory Agents under the laws of California, Michigan, New Jersey, New York, Oregon, Pennsylvania and Washington, and further claimed that under a choice of law provision in the Statutory Agent Agreement, New Jersey law governed the independent contractor analysis in each of these states and that the Named Plaintiffs could establish employee status for Statutory Agents under the ABC test articulated in Hargrove; 18. WHEREAS, this Agreement is the product of lengthy negotiations over the course of approximately eleven (11) months. These negotiations included two formal mediation sessions before Martin Scheinman, Esq. The Parties held their first mediation session on May 18, 2016, and their second mediation session on September 26, During the more than 10 years of litigating this Action, including prior to and during the mediations, Prudential provided Class Counsel (as defined below) with extensive documentation relating to deductions that were charged against or otherwise assessed against, and work weeks generated by, the Named Plaintiffs, Class Members (as defined below), Opt-In Plaintiffs and Non-Deduction Wage Claimants, for the various states and time periods. The Parties have exchanged tens of thousands of documents and detailed information concerning the claims, defenses, and alleged damages at issue that were carefully reviewed by counsel for the parties, including the submission of expert reports, and took or defended dozens of depositions throughout the United States, including 6

7 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 7 of 86 PageID: expert testimony. The mediations resulted in a preliminary Memorandum of Understanding ( MOU ) for a settlement in principle, subject to and contingent upon execution of a final settlement agreement. At all times, the settlement negotiations have been intensely contested, adversarial, non-collusive, and at arm s length; 19. WHEREAS, in the Operative Complaint, the Named Plaintiffs generally alleged that: (1) Prudential misclassified them and all similarly situated agents as exempt employees who are not entitled to overtime wages under either the FLSA and/or various state laws; (2) Prudential misclassified all current or former Statutory Agents as independent contractors rather than employees; (3) Prudential violated various state laws by making purportedly improper deductions from the wages or pay of the Named Plaintiffs and Class Members which allegations form the basis of the State Law Deductions Claims (as defined below); (4) Prudential violated the law of California by failing to reimburse (or otherwise charging) some of the Named Plaintiffs and Class Members for necessary business expenses; (5) Prudential violated various state laws by failing to make timely wage payments to some of the Named Plaintiffs, Class Members and Non-Deduction Wage Claimants upon the termination of their association with Prudential; and (6) Prudential violated California meal and rest break laws, all of which foregoing allegations are more completely set forth in their entirety by the Named Plaintiffs in the Operative Complaint; 20. WHEREAS, Named Plaintiffs firmly believe that in addition to the State Law Deductions Claims that have already been certified by the Court under Federal Rule of Civil Procedure 23, and based upon the more recent decision of the New Jersey Supreme Court in Hargrove, described above, that Named Plaintiffs would be able to certify additional State Law Deductions Claims, including State Law Deductions Claims on behalf of Statutory Agents, 7

8 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 8 of 86 PageID: although Named Plaintiffs also acknowledge that there is a significant risk that further classes might not be certified and that there is also a risk that the currently certified classes could be decertified; 21. WHEREAS, Prudential disputes all of the Named Plaintiffs claims and denies the allegations in the Operative Complaint; denies that it has engaged in any wrong doing; and further: (1) denies that any Named Plaintiff, Opt-In Plaintiff, Class Member or Non-Deduction Wage Claimant was misclassified as exempt from overtime under the FLSA or any applicable state law and affirmatively avers all such individuals are not similarly situated to one another and are or were correctly classified as outside salespersons under applicable law, consistent with prior rulings of this Court; (2) denies that any Named Plaintiff, Opt-In Plaintiff, Class Member, or Non-Deduction Wage Claimant, who holds or held the position of Statutory Agent, were ever employees of Prudential during their tenure as a Statutory Agent or that they were misclassified as independent contractors under all applicable state laws, and affirmatively avers all such individuals are not similarly situated to one another and all such individuals were and are correctly classified as independent contractors under applicable laws; (3) denies any liability for State Law Deductions Claims or that it unlawfully made deductions from the wages of any Named Plaintiff or Class Member; (4) denies that any Named Plaintiff or Class Member working in California is owed payment for any necessary business expenses; (5) denies that any Named Plaintiff, Class Member or Non-Deduction Wage Claimant has not received proper and timely payments upon separation from Prudential; and (6) denies that the Named Plaintiffs and Class Members have legitimate claim(s) for violation of California s meal and rest break laws. Finally, Prudential denies that New Jersey wage and hour law applies to the determination of whether current or former Statutory Agents are independent contractors in states other than New Jersey; 8

9 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 9 of 86 PageID: WHEREAS, Prudential denies that additional litigation classes could be certified under Rule 23 of the Federal Rule of Civil Procedure with respect to any State Law Deductions Claim or other wage claim, including without limitation, claims that Named Plaintiffs, Class Members or Non-Deduction Wage Claimants were misclassified as independent contractors or as exempt from overtime pay under any applicable state or local law, Prudential also acknowledges that there is a risk that the presently certified classes would continue to be certified throughout the litigation and that there is a risk that additional State Law Deductions Claims could be certified in addition to the presently certified classes. Prudential also denies that this action would be manageable if it were to proceed to trial on a class basis and affirmatively states that the number of state laws at issue, and individual inquiries required, would preclude any finding of manageability were the litigation continue. 23. WHEREAS, the Parties are entering into this Agreement solely for the purpose of settling the claims of Named Plaintiffs, Class Members, Opt-In Plaintiffs and Non-Deduction Wage Claimants, and to eliminate the uncertainties, burden, expense and delay of further protracted litigation with respect to such claims; 24. WHEREAS, the Named Plaintiffs, Opt-In Plaintiffs and Class Counsel are sufficiently familiar with the facts of this case and the applicable federal and state laws to make an informed judgment as to the fairness of this Agreement and the Named Plaintiffs, Opt-In Plaintiffs and Class Counsel based on their own independent investigations and evaluations have examined the benefits to be obtained under the terms of this Agreement, have considered the claims of the Named Plaintiffs, Class Members, Non-Deduction Wage Claimants, and Opt-In Plaintiffs, the risk associated with the continued prosecution of the Action and the likelihood of success on the merits of the Action, and believe, after considering all the circumstances, 9

10 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 10 of 86 PageID: including uncertainties surrounding the risk of further litigation, that this Agreement is fair, reasonable, and adequate and in the best interests of the Named Plaintiffs, Class Members, Non- Deduction Wage Claimants, and Opt-In Plaintiffs, and respectfully request that this Agreement be approved by the Court; 25. WHEREAS, the Parties desire to settle fully and finally all differences between them and any and all claims that were or could have been brought against Prudential in the Operative Complaint, and to dismiss the Action with prejudice; 26. NOW THEREFORE, in consideration of the mutual covenants and promises herein contained and other good and valuable consideration, and to avoid the risk, inconvenience and expense of litigation and without any admission of fault or liability on the part of any party hereto or the absence of merit in any claim being asserted by the Named Plaintiffs and Opt-In Plaintiffs; IT IS HEREBY AGREED by and between the Parties as follows: II. THE CONDITIONAL NATURE OF THIS AGREEMENT 1. This Agreement, including all Exhibits hereto, is made for the sole purpose of attempting to consummate Settlement of this Action. Because the Named Plaintiffs pled the Action as a class action, and included claims under the FLSA, and because this Settlement, to the extent set forth herein, is made on a class action basis and seeks to settle those FLSA claims, this Agreement must receive preliminary and final approval by the Court. Accordingly, the Parties enter into this Agreement on a conditional basis pending preliminary and final approval of the Agreement by the Court. 2. Named Plaintiffs and the Opt-In Plaintiffs continue to assert the merit of all of their claims relating to overtime and State Law Deductions Claims asserted in this Action and that Prudential is subject to liability, damages, penalties, interest, fees, restitution and all other 10

11 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 11 of 86 PageID: forms of relief as well as for all the class and collective allegations and the individual claims asserted in the Operative Complaint. In contrast, Prudential denies the merit of all of the claims asserted in this Action and denies all liability, damages, penalties, interest, fees, restitution and all other forms of relief as well as all of the class and collective allegations and the individual claims asserted in the Operative Complaint. 3. The Parties have agreed to resolve all claims against Prudential in this Action by way of this Agreement; but to the extent this Agreement is deemed void or the Settlement Effective Date (as defined below) does not occur, the Parties do not waive, but rather expressly reserve, all rights to assert or challenge all claims and allegations in the Action upon all procedural, legal and factual grounds, including without limitation on the grounds of timeliness, statutes of limitation, and waiver, and further retain the ability to support or challenge class or collective action treatment, or individual claims, on any grounds whatsoever and/or to assert any and all claims or defenses and privileges to the same extent as if this Agreement had not been reached. Further, to the extent this Agreement is deemed void or the Settlement Effective Date does not occur, this Agreement shall be deemed null and void, shall be of no force or effect whatsoever, shall not be referred to or used for any purpose whatsoever, and the negotiation, terms and entry of this Agreement shall remain subject to the provisions of Federal Rule of Evidence 408, any and all statutes of a similar nature, including the mediation privilege. 4. Should this Agreement be deemed void or the Settlement Effective Date not occur, the Named Plaintiffs, the Opt-In Plaintiffs and Class Counsel agree that all Parties retain and reserve the rights set forth in Section II, Paragraphs 2 to 3, above, and further agree not to take a position to the contrary in this Action, or any other action, proceeding or litigation of any kind. The Named Plaintiffs, the Opt-In Plaintiffs and Class Counsel agree not to argue, and hereby 11

12 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 12 of 86 PageID: waive any argument, that Prudential could not contest class or collective action certification or that Prudential must proceed collectively on any ground or claim if the Action were to proceed in litigation and further agree that nothing contained in this Agreement constitutes evidence of or an admission that class or collective action certification may be appropriate or evidence as to liability on any substantive claim asserted in this Action, whether asserted as a class or collective action or an individual claim. 5. Should this Agreement be deemed void or the Settlement Effective Date not occur, Prudential agrees that all Parties retain and reserve the rights set forth in Section II, Paragraphs 2 to 3, above, and further agrees not to take a position to the contrary in this Action, or any other action, proceeding or litigation of any kind. Prudential agrees not to argue, and hereby waives any argument, that the Named Plaintiffs or Opt-In Plaintiffs are precluded from making arguments in support of class or collective action certification or that the Named Plaintiffs and the Opt-In Plaintiffs could not argue they are entitled to proceed collectively on any ground or claim if the Action were to proceed in litigation, and further agrees that nothing in this Agreement constitutes evidence of or an admission that class or collective action certification may not be appropriate or otherwise as to liability on any substantive claim asserted in this Action, whether asserted as a class or collective action or as an individual claim. III. DEFINITIONS 1. In addition to the terms defined elsewhere in this Agreement, the following terms, as used in all parts of this Agreement, shall have the meanings specified below: 1.1 Action means the consolidated action that is the subject of this Settlement Agreement, to wit: Jeffrey Bouder, et al., on behalf of themselves, the general public, and all others similarly situated, vs. Prudential Financial Inc., The Prudential Insurance Company of America, et al., and Jim Wang, individually and on 12

13 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 13 of 86 PageID: behalf of all others similarly situated, vs. Prudential Financial Inc., The Prudential Insurance Company of America, et al., Case No. 06-cv-4359 (CCC) (MF), U.S.D.C. (D. N.J.). 1.2 Adjusted Work Week(s) means the number of work weeks during which a Participating Claimant (as defined below) held the position of Prudential Representative, Financial Services Associate, Financial Professional Associate, Statutory Agent or any predecessor, successor or related positions during the applicable Settlement Class Periods (as defined below) ( work weeks ), multiplied by such Participating Claimant s settlement category, as provided below in Section V of this Agreement, and, more particularly, in Paragraph 11, Subparagraphs 11.1 and 11.2, thereof. 1.3 Asserted Claim(s) means all claims asserted in the Operative Complaint and their associated allegations and prayer for relief, including, without limitation, claims asserted on a class and collective basis. 1.4 Certified Deductions Class(es) means the classes certified by the Court in this Action in the Settling States (as defined below) of California, New York and Pennsylvania. 1.5 Certified Deductions Class Member(s) means any member of the Certified Deductions Classes. Specifically, this includes any agent who holds or held the position of Prudential Representative, Financial Services Associate, Financial Professional Associate, or any predecessor, successor or related positions in the Settling States of California and New York or who held the position of Prudential Representative, or any predecessor, successor or related positions, in the Settling 13

14 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 14 of 86 PageID: State of Pennsylvania during the applicable Settlement Class Periods, which are as follows: a. With respect to the Certified Deductions Class Members asserting claims under California law, March 20, 2004, through the date the Court enters its order granting Preliminary Approval of this Agreement; b. With respect to the Certified Deductions Class Members asserting claims under New York law, December 15, 2002, through the date the Court enters its order granting Preliminary Approval of this Agreement; c. With respect to the Certified Deductions Class Members asserting claims under Pennsylvania law, September 15, 2003, through the date the Court enters its order granting Preliminary Approval of this Agreement. 1.6 Certified Deductions Class Members Released Claim(s) means any and all past and present claims, actions, demands, causes of action, suits, debts, obligations, damages, rights or liabilities of any nature and description whatsoever, known or unknown, existing or potential, recognized now or hereafter, expected or unexpected pursuant to any theory of recovery (including but not limited to those based in or brought pursuant to contract or tort, common law or equity, federal, state, or local law, statue, ordinance, or regulation and for claims for compensatory, consequential, punitive or exemplary damages, statutory damages, penalties, interest, attorneys fees, costs, or disbursements) against Releasees (as defined below), that are 14

15 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 15 of 86 PageID: based on or are related to the claims asserted in the Operative Complaint, and specifically including, without limitation, all rights to appeal earlier rulings by the Court in this matter, unknown claims covered by California Civil Code Section 1542, as quoted below, claims for fees or costs incurred by Class Counsel or any other counsel representing the Named Plaintiffs or Certified Deductions Class Members, other than those expressly awarded by the Court, and all State Law Deductions Claims, state law overtime claims and all other wage claims, of any kind, including those wage claims asserted under the state laws of California, New York and Pennsylvania, including, without limitation, Cal. Labor Code , 210, 218.5, 218.6, 221, 223, 224, 225.5, 226, 226.7, 406, 407, 510, 512, 515, 516, 558, 558.1, , 1194, , , 1197, , , 1198, 2802; 8 CCR 11040; Cal. Bus. & Prof. Code 17200, et seq.; NYCRR and New York Labor Law Article 19 at 650, et seq., New York Labor Law 193; the Pennsylvania Wage Payment and Collection Law 43 P.S et seq., 260.3, 260.5, and ; Pennsylvania Minimum Wage Act, 43 P.S , et seq., 43 P.S ; 42 Pa.C.S.A. 5527; and all other state law wage related claims asserted in the Operative Complaint. The Certified Deductions Class Members Released Claims include, without limitation, claims meeting the above definition(s) under any and all applicable state law statutes based on the facts or claims alleged in the Operative Complaint, and are hereby released to the fullest extent permitted by law, regardless of the forum. 1.7 Claim/Exclusion/Objection Deadline means the final date by which any Class Member may (i) object to any aspect of the Settlement (pursuant to the 15

16 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 16 of 86 PageID: Preliminary Approval Order) or (ii) request to be excluded from the Settlement (pursuant to the Preliminary Approval Order), and (iii) the final date by which a Class Member, Opt-In Plaintiff or Non-Deduction Wage Claimant may request to be included in the Settlement (pursuant to the Preliminary Approval Order). The Claim/Exclusion/Objection Deadline shall be sixty (60) days after the Notice Mailing Deadline (as defined below), and shall be specifically identified and set forth in the Preliminary Approval Order and Class Notice. 1.8 Claim Form means the form through which Opt-In Plaintiffs, Class Members and Non-Deduction Wage Claimants may request to participate in the Settlement. The proposed Claim Form is attached hereto as Exhibit A. The Claim Form shall also advise Notice Recipients (as defined below) that claims may be filed electronically at PFIclassactionsettlement.com, in a form substantially similar to the Claim Form attached hereto as Exhibit A. 1.9 Claims Administrator means the third-party claims administration firm, The Garden City Group, Inc Class Counsel means, collectively, all of the counsel so appointed by the Court in the Action, to wit: Lead Class Counsel Lovell Stewart Halebian Jacobson LLP, John Halebian, 420 Lexington Avenue, Suite 2400, New York, New York 10170; Liaison Counsel Winne, Banta, Basralian & Kahn, P.C., Kenneth Kaufmann Lehn, Court Plaza South - East Wing, Suite 101, 21 Main Street, P.O. Box 647, Hackensack, New Jersey 07602; the Executive Committee comprised of Jerry K. Cimmet, Attorney at Law, 177 Bovet Road, Suite 600, San Mateo, CA 94402; Law Offices of John M. Kelson, John M. Kelson, 483 Ninth Street, Suite 200, 16

17 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 17 of 86 PageID: Oakland CA 94607; and Kessler Topaz Meltzer & Check, LLP, Peter Muhic, 280 King of Prussia Road, Radnor, PA Class(es) means the Certified Deductions Classes and Deductions Classes (as defined below) Class Member(s) means a member of the Classes Class Notice means the long-form Court-approved notice, without material variation from Exhibit B Court means the United States District Court for the District of New Jersey Covered Agent means Notice Recipients who work or worked for Prudential in the position of Prudential Representative, Statutory Agent, Financial Services Associate, Financial Professional Associate or any successor, predecessor or related positions during the Settlement Class Periods Cure Letter means a letter that will be sent by the Claims Administrator to (i) any Class Member who submits a defective Exclusion Request (as defined below) identifying for such Class Member what corrections must be made to cure the defective request and to make it a Qualifying Exclusion Request (as defined below) or (ii) any Opt-In Plaintiff, Non-Deduction Wage Claimant or Class Member who submits a defective Claim Form, which identifies for such Opt-In Plaintiff, Non-Deduction Wage Claimant or Class Member what corrections must be made to cure the defective form and to make it a Qualifying Claim Form (as defined below) Day(s) means calendar days unless otherwise indicated. 17

18 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 18 of 86 PageID: Deductions Class(es) means the classes to be certified for purposes of settlement by the Court in this Action in the Settling States (as defined below) of California, Hawaii, Illinois, Michigan, New Jersey, New York, Oregon, Pennsylvania and Washington Deductions Class Member(s) means any member of the Deductions Classes. Specifically, this includes any agent asserting State Law Deductions Claims in this Action, (i) who hold or held the position of Prudential Representative, Financial Services Associate, Financial Professional Associate, Statutory Agent or any predecessor, successor or related positions, in the Settling States of Hawaii, Illinois, Michigan, New Jersey, Oregon and Washington during the applicable Settlement Class Periods, or (ii) who hold or held the position of Financial Services Associates, Statutory Agent or predecessor, successor or related positions in the Settling State of Pennsylvania during the applicable Settlement Class Periods, or (iii) who hold or held the position of Statutory Agent or predecessor, successor or related positions in the Settling States of California and New York during the applicable Settlement Class Periods, which are as follows: a. With respect to the Deductions Class Members asserting claims under California law, March 20, 2004, through the date the Court enters its order granting Preliminary Approval of this Agreement; b. With respect to the Deductions Class Members asserting claims under Hawaii law, December 15, 2002, through the date the Court enters its order granting Preliminary Approval of this Agreement; 18

19 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 19 of 86 PageID: c. With respect to the Deductions Class Members asserting claims under Illinois law, December 15, 2003, through the date the Court enters its order granting Preliminary Approval of this Agreement; d. With respect to the Deductions Class Members asserting claims under Michigan law, December 15, 2002 through the date the Court enters its order granting Preliminary Approval of this Agreement; e. With respect to the Deductions Class Members asserting claims under New Jersey law, December 15, 2002, through the date the Court enters its order granting Preliminary Approval of this Agreement; f. With respect to the Deductions Class Members asserting claims under New York law, December 15, 2002, through the date the Court enters its order granting Preliminary Approval of this Agreement; g. With respect to the Deductions Class Members asserting claims under Oregon law, December 15, 2002, through the date the Court enters its order granting Preliminary Approval of this Agreement; h. With respect to the Certified Deductions Class Members asserting claims under Pennsylvania law, September 15, 2003, through the date the Court enters its order granting Preliminary Approval of this Agreement. i. With respect to the Deductions Class Members asserting claims under Washington law, December 15, 2005, through the date the Court enters its order granting Preliminary Approval of this Agreement. 19

20 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 20 of 86 PageID: Deductions Class Members Released Claim(s) means any and all past and present claims, actions, demands, causes of action, suits, debts, obligations, damages, rights or liabilities of any nature and description whatsoever, known or unknown, existing or potential, recognized now or hereafter, expected or unexpected pursuant to any theory of recovery (including but not limited to those based in or brought pursuant to contract or tort, common law or equity, federal, state, or local law, statue, ordinance, or regulation and for claims for compensatory, consequential, punitive or exemplary damages, statutory damages, penalties, interest, attorneys fees, costs, or disbursements) against Releasees, that are based on or are related to the claims asserted in the Operative Complaint, and specifically including, without limitation, all rights to appeal earlier rulings by the Court in this matter, unknown claims covered by California Civil Code Section 1542, as quoted below, claims for fees or costs incurred by Class Counsel or any other counsel representing the Named Plaintiffs or Deductions Class Members, other than those expressly awarded by the Court, and all State Law Deductions Claims, state law overtime claims and all other wage claims, of any kind, including those wage claims asserted under the state laws of California, Hawaii, Illinois, Michigan, New Jersey, New York, Oregon, Pennsylvania and Washington, including, without limitation, Cal. Labor Code , 210, 218.5, 218.6, 221, 223, 224, 225.5, 226, 226.7, 406, 407, 510, 512, 515, 516, 558, 558.1, , 1194, , , 1197, , , 1198, 2802; 8 CCR 11040; Cal. Bus. & Prof. Code 17200, et seq.; Hawaii Revised Statutes 388-6, 388-3, ; Illinois Minimum Wage Act, 820 ILCS 105/4a, 105/12(a), 115/5,115/9, 120/2, 120/3; Michigan Compiled Laws at , 20

21 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 21 of 86 PageID: (1), , ; New Jersey State Wage and Hour Law, N.J.S.A. 34:11-56a through 34:11:56a30 and 34:11-4.4; New Jersey Admin. Code 12:56-6.1; NYCRR and New York Labor Law Article 19 at 650, et seq., New York Labor Law 193; Oregon Administrative Rule ; Oregon Revised Statutes (1), (2), , (1), (3), and implementing regulations; the Pennsylvania Wage Payment and Collection Law 43 P.S et seq., 260.3, 260.5, and ; Pennsylvania Minimum Wage Act, 43 P.S , et seq., 43 P.S ; 42 Pa.C.S.A. 5527; the Washington Minimum Wage Act, RCWA , , ; and all other state law wage related claims asserted in the Operative Complaint. The Deductions Class Members Released Claims include, without limitation, claims meeting the above definition(s) under any and all applicable state law statutes based on the facts or claims alleged in the Operative Complaint, and are hereby released to the fullest extent permitted by law, regardless of the forum District Court Final Approval Order means a Judgment entered upon order of the District Court, substantially in the form of Exhibit C, which is Final and approves the Settlement and this Settlement Agreement in all respects Enhancement Payment(s) means the amount approved by the Court to be paid to each Named Plaintiff, in addition to their respective payments under the Settlement Formula (as defined below), and in addition to their respective Incentive Award payments (as defined below), if any, in recognition of their efforts in coming forward as Named Plaintiffs and in insuring the continued prosecution of the litigation. Enhancement Payments shall be considered non-wages for which an IRS 21

22 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 22 of 86 PageID: Form 1099 will be issued to each of the Named Plaintiffs. The Claims Administrator shall not disburse any Enhancement Payment to any Named Plaintiff unless and until the particular Named Plaintiff has provided the Claims Administrator with the appropriate IRS Form W-9 for such allocation Escrow Agent means Garden City Group, the entity mutually agreed upon by Class Counsel and Prudential to maintain the Settlement Fund (as defined below), in accordance with the terms of this Agreement Exclusion Request is the request through which Class Members may request exclusion from the Settlement Class Fairness Hearing means the hearing at or after which the Court will make a final decision pursuant to Federal Rule of Civil Procedure Rule 23 as to whether this settlement is fair, reasonable, and adequate and therefore finally approved by the Court, and enter Judgment Fee and Expense Award means the attorneys fees and costs as awarded by the Court to Class Counsel and as further described below in Section V, Subparagraph Final means, when referring to a judgment or order, that the judgment or order is final and appealable and either (a) no appeal, motion, or petition to review or intervene has been taken with respect to the judgment or order as of the date on which all times to appeal, move, or petition to review or intervene therefrom have expired, or (b) if an appeal, motion or petition to intervene or other review proceeding of the judgment or order has been commenced, such appeal, motion or petition to intervene or other review is finally concluded and no longer is subject to 22

23 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 23 of 86 PageID: review by any court, whether by appeal, petitions for rehearing or re-argument, petitions for rehearing en banc, petitions for writ of certiorari or otherwise, and such appeal or other review has been finally resolved in such manner that affirms the judgment or order in its entirety Gross Settlement Amount means the amount that Prudential shall deposit into the Settlement Fund. Interest will accrue for the benefit of any Participating Claimant after the Preliminary Approval Date ( Settlement Fund Interest ) and, assuming the Settlement Effective Date occurs, shall be allocated to the Net Settlement Amount (defined below). The potential settlement amounts for each Participating Claimant shall be re-calculated accordingly to account for such additional funds. In the event that the Settlement is not approved or otherwise does not become Final, any interest accrued prior to the Court s decision denying approval of the Settlement or the date of any decision that precludes the Judgment from becoming Final, shall belong to Prudential. The Gross Settlement Amount shall be Twelve Million Five Hundred Thousand Dollars and Zero Cents ($12,500,000.00) Incentive Award(s) means the amount approved by the Court to be paid to each Named Plaintiff who has consented to participate in the collective action in this Action as a party plaintiff by timely filing an Opt-In Consent Form or to an Opt-In Plaintiff who becomes a Participating Claimant, not to exceed the amount of $250.00, in addition to their respective payments under the Settlement Formula in recognition of their efforts in having opted into the conditionally certified FLSA collective action. Incentive Awards shall be considered non-wages for which IRS 23

24 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 24 of 86 PageID: Form 1099 will be issued to each of the Named Plaintiffs and participating Opt-In Plaintiffs Judgment means the judgment to be rendered by this Court finally approving this Agreement and dismissing all Asserted Claims in the Operative Complaint with prejudice, including without limitation, class and collective action claims, except as to the individual FLSA claims of Opt-In Plaintiffs who do not become Participating Claimants, which individual FLSA claims shall be dismissed without prejudice, and dismissing any and all Counterclaims asserted by Prudential in this Action with prejudice. A copy of the Judgment that the Parties will propose to the Court is attached hereto as Exhibit C Last Known Address(es) means the most recently recorded mailing address for any Notice Recipient as such information is contained in the personnel records maintained by Prudential, and as such information shall be updated by use of a Reasonable Address Verification Measure (as defined below) Legally Authorized Representative(s) means an administrator or administratrix, personal representative or executor or executrix of a deceased Named Plaintiff s or Notice Recipient s estate; a guardian, conservator, or next friend of an incapacitated Named Plaintiff or Notice Recipient or any other legally appointed person responsible for handling the business affairs of a Named Plaintiff or Notice Recipient Named Plaintiffs Released Claims means any and all past and present claims, actions, demands, causes of action, suits, debts, obligations, damages, rights or liabilities of any nature and description whatsoever, known or unknown, 24

25 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 25 of 86 PageID: existing or potential, recognized now or hereafter, expected or unexpected pursuant to any theory of recovery (including but not limited to those based in or brought pursuant to contract or tort, common law or equity, federal, state, or local law, statute, ordinance, or regulation and for claims for compensatory, consequential, punitive or exemplary damages, statutory damages, penalties, interest, attorneys fees, costs, or disbursements) against Releasees, that are based on or are related to the claims asserted in the Operative Complaint, and specifically including, without limitation, all rights to appeal earlier rulings by the Court in this matter, unknown claims covered by California Civil Code Section 1542, as quoted below, claims for fees or costs incurred by Class Counsel or any other counsel representing the Named Plaintiffs other than those expressly awarded by the Court, and all State Law Deductions Claims, state or federal overtime claims and all state law wage claims, of any kind, including, but limited to, those wage claims asserted under the state laws of California, Hawaii, Illinois, Michigan, Missouri, Montana, Nevada, Ohio, New Jersey, New York, Oregon, Pennsylvania and Washington, including, without limitation any claims arising under Missouri Revised Statutes (1) and ; Montana Code (1); Montana Code Annotated (1), ; Ohio Revised Code (A), (A), (B); Nevada Revised Statutes , and ; Cal. Labor Code , 210, 218.5, 218.6, 221, 223, 224, 225.5, 226, 226.7, 406, 407, 510, 512, 515, 516, 558, 558.1, , 1194, , , 1197, , , 1198, 2802; 8 CCR 11040; Cal. Bus. & Prof. Code 17200, et seq.; Hawaii Revised Statutes 388-6, 388-3, ; Illinois Minimum Wage Act, 820 ILCS 105/4a, 105/12(a), 115/5,115/9, 120/2, 120/3; 25

26 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 26 of 86 PageID: Michigan Compiled Laws at , (1), , ; New Jersey State Wage and Hour Law, N.J.S.A. 34:11-56a through 34:11:56a30 and 34:11-4.4; New Jersey Admin. Code 12:56-6.1; NYCRR and New York Labor Law Article 19 at 650, et seq., New York Labor Law 193; Oregon Administrative Rule ; Oregon Revised Statutes (1), (2), , (1), (3), and implementing regulations; the Pennsylvania Wage Payment and Collection Law 43 P.S et seq., 260.3, 260.5, and ; Pennsylvania Minimum Wage Act, 43 P.S , et seq., 43 P.S ; 42 Pa.C.S.A. 5527; the Washington Minimum Wage Act, RCWA , , ; and all other state law wage related claims asserted in the Operative Complaint. The Named Plaintiffs Released Claims include, without limitation, claims meeting the above definition(s) under any and all applicable state law statutes based on the facts or claims alleged in the Operative Complaint, and are hereby released to the fullest extent permitted by law, regardless of the forum Net Settlement Amount is the Gross Settlement Amount minus the Fee and Expense Award, Enhancement Payments, Incentive Awards, sums paid to the Claims Administrator, including without limitation, administration related fees, escrow fees, costs, taxes and expenses and any other sums provided for in Section V, Paragraphs 1 to 3, of this Agreement that are to be paid from the Gross Settlement Amount Non-Deduction Wage Claimants means any agent, who holds or held the position of Prudential Representative, Financial Services Associate, Financial Professional Associate, Statutory Agent, or any predecessor, successor or 26

27 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 27 of 86 PageID: related positions in the Settling States of Missouri, Montana and Ohio during the applicable Settlement Class Periods, which are as follows: a. With respect to the Non-Deduction Wage Claimants asserting claims under Missouri law, December 15, 2006, through the date the Court enters its order granting Preliminary Approval of this Agreement; b. With respect to the Non-Deduction Wage Claimants asserting claims under Montana law, December 15, 2003, through the date the Court enters its order granting Preliminary Approval of this Agreement; c. With respect to the Non-Deduction Wage Claimants asserting claims under Ohio law, December 15, 2006, through the date the Court enters its order granting Preliminary Approval of this Agreement Non-Deduction Wage Claimants Released Claim(s) means any and all past and present claims, actions, demands, causes of action, suits, debts, obligations, damages, rights or liabilities of any nature and description whatsoever, known or unknown, existing or potential, recognized now or hereafter, expected or unexpected pursuant to any theory of recovery (including but not limited to those based in or brought pursuant to contract or tort, common law or equity, federal, state, or local law, statue, ordinance, or regulation and for claims for compensatory, consequential, punitive or exemplary damages, statutory damages, penalties, interest, attorneys fees, costs, or disbursements) against Releasees, that are based on or are related to the claims asserted in the Operative Complaint, and specifically including, without limitation, all rights to appeal earlier rulings by the Court in this matter, claims for fees or costs incurred by Class Counsel or any other counsel representing 27

28 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 28 of 86 PageID: the Named Plaintiffs or Non-Deduction Wage Claimants, other than those expressly awarded by the Court, and all State Law Deductions Claims, state law overtime claims and all other wage claims, of any kind, including those wage claims asserted under the state laws of Missouri, Montana, and Ohio, including, without limitation, Missouri Revised Statutes (1) and ; Montana Code (1) and Montana Code Annotated (1), ; Ohio Revised Code (A), (A), (B); and all state law or other wage related claims asserted in the Operative Complaint. The Non-Deduction Wage Claimants Released Claims include, without limitation, claims meeting the above definition(s) under any and all applicable state law statutes based on the facts or claims alleged in the Operative Complaint, and are hereby released to the fullest extent permitted by law, regardless of the forum Non-Settling Plaintiff(s) means any Notice Recipient who does not become a Settling Plaintiff Notice Mailing Deadline shall be the first business day that is thirty (30) days after the Preliminary Approval Date Notice Recipient(s) means, except for the Named Plaintiffs, all Class Members, Opt-In Plaintiffs and Non-Deduction Wage Claimants Operative Complaint is the Third Consolidated Amended Collective and Class Action Complaint filed on January 20, Opt-In Plaintiff(s) means, except for Named Plaintiffs, any individual alleging FLSA claims who have consented to participate in the collective action in this Action as a party plaintiff by timely filing an Opt-In Consent Form and 28

29 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 29 of 86 PageID: who have not subsequently withdrawn such consent or opted out of the FLSA collective action prior to Preliminary Approval of this Settlement Agreement Opt-In Plaintiffs Released Claim(s) means any and all past and present claims, actions, demands, causes of action, suits, debts, obligations, damages, rights or liabilities of any nature and description whatsoever, known or unknown, existing or potential, recognized now or hereafter, expected or unexpected pursuant to any and all federal or state wage-and-hour statutes, regulations, and including without limitation, any wage-and-hour claims, rights, demands, liabilities and causes of action of every nature and description, including claims for unpaid overtime wages (including those within the scope of the pending Action), pursuant to the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. 201 et seq., the Portal to Portal Act, 29 U.S.C. 251 et seq., or any applicable state law, and any and all claims deriving therefrom or contingent upon the foregoing Participating Claimant(s) shall mean (a) the Named Plaintiffs; and (b) Class Members, Opt-In Plaintiffs and Non-Deduction Wage Claimants who timely return a Qualifying Claim Form Person(s) means a natural person, corporation, partnership, association, affiliate, estate, trust, unincorporated association, entity, government and political subdivision thereof, and any other type of business or legal entity Preliminary Approval means the entry of a Preliminary Approval Order (as defined below) Preliminary Approval Date means the date that the Court grants Preliminary Approval of this Agreement. 29

30 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 30 of 86 PageID: Preliminary Approval Order means the written Order filed by the Court that sets forth the Court s Preliminary Approval of this Agreement, including the Exhibits hereto, and (i) approves the notice to be sent to Notice Recipients; (ii) provides an opportunity for Class Members, Opt-In Plaintiffs and Non-Deduction Wage Claimants affirmatively to participate or for Class Members to exclude themselves from the Settlement; (iii) provides an opportunity for Class Members to submit timely objections to the Settlement; and (iv) sets a hearing on the terms of this Settlement, including approval of the Fee and Expense Award, Enhancement Payments and Incentive Awards and costs of administration. The Preliminary Approval Order shall be approved substantially in the form of Exhibit D Qualifying Claim Form means a Claim Form that is fully completed, properly executed, and timely returned to the Claims Administrator Qualifying Exclusion Request means an Exclusion Request that is fully completed, properly executed, and timely returned to the Claims Administrator. If a Participating Claimant submits both a Qualifying Claim Form and an Exclusion Request, the Qualifying Claim form shall control and the Exclusion Request shall not be a Qualifying Exclusion Request unless it is fully completed, properly executed, and timely returned to the Claims Administrator and it states: I WISH TO WITHDRAW MY EARLIER FILED CLAIM FORM AND EXCLUDE MYSELF FROM THE SETTLEMENT Reasonable Address Verification Measure(s) shall mean the utilization of the National Change of Address Database maintained by the United 30

31 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 31 of 86 PageID: States Postal Service or any other database used by the Claims Administrator to review the accuracy of and, if possible, update a mailing address Released Claim(s) means the Named Plaintiffs Released Claims (as to Named Plaintiffs), Certified Deductions Class Members Released Claims (as to Certified Deductions Class Members), Deductions Class Members Released Claims (as to Deductions Class Members), Opt-In Plaintiffs Released Claims (as to Opt-In Plaintiffs) and Non-Deduction Wage Claimants Released Claims (as to Non-Deduction Wage Claimants). Notwithstanding any other provision of this Settlement Agreement, Released Claims do not include claims based on retaliation for acting as a Named Plaintiff, or being a Class Member or other Participating Claimant to the extent that any such claims are based on events that occur or occurred after September 15, 2006 or, in the case of Named Plaintiffs, based on events that occur or occurred after the Named Plaintiffs execute this Settlement Agreement Releasees means Prudential Financial, Inc. and The Prudential Insurance Company of America, and all of their present and former parent companies, subsidiaries, affiliates and joint ventures, and all of their past and present shareholders, officers, directors, employees, agents, servants, registered representatives, attorneys, insurers, partners, profit sharing, savings, health and other employee benefit plans of any nature, the successors of such plans and those plans respective trustees, administrators, agents, employees, attorneys, fiduciaries, and other Persons acting on their behalf, and each of them, and the predecessors and successors, assigns and legal representatives of all such entities and individuals. 31

32 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 32 of 86 PageID: Settlement means the settlement of this Action between and among the Settling Plaintiffs and Prudential Settlement Class Period(s) means the time periods covered by this Settlement as they relate to Class Members and Non-Deduction Wage Claimants as set forth in this Section III, Subparagraphs 1.5, 1.19 and Settlement Effective Date means fourteen (14) days after which both of the following events have occurred: (i) District Court Final Approval Order has been entered and (ii) the District Court Final Approval Order and Judgment have become Final Settlement Formula is defined in Section V, Paragraph Settlement Fund means the Qualified Settlement Fund (as defined under treasury regulation 26 C.F.R B-1) out of which the Settlement payments to Participating Claimants will be paid. The Settlement Fund will be maintained by the Escrow Agent pursuant to agreement among the Parties and the Escrow Agent ( Escrow Agreement ). The Escrow Agent will hold the Settlement Fund in trust pursuant to the terms of this Settlement Agreement. Following the Settlement Effective Date, the Settlement Fund will be used for payment of the Settlement as provided in this Agreement and the Escrow Agreement. If for any reason the Settlement Effective Date does not occur, the Settlement Fund will be returned to Prudential Settling Plaintiff(s) shall mean (a) the Named Plaintiffs; (b) Opt-In Plaintiffs and Non-Deduction Wage Claimants who timely return a Qualifying Claim Form; and (c) Class Members who do not submit a Qualifying Exclusion 32

33 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 33 of 86 PageID: Request. Settling Plaintiffs shall be bound by the terms of this Agreement, including its release provisions Settling State(s) means the states in which Prudential Representatives, Financial Services Associates, Financial Services Professionals or Statutory Agents and predecessor, successor or related positions covered by this Agreement work or worked and on whose behalf Named Plaintiffs have claimed violations of the labor laws of those states. They are: California, Hawaii, Illinois, Michigan, Missouri, Montana, New Jersey, New York, Ohio, Oregon, Pennsylvania and Washington. With respect to Notice Recipients who worked in more than one Settling State, the Settlement Class Period applicable to each such state will determine the extent to which the work was performed in that state is covered by this Agreement State Law Deductions Claim(s) means (i) as to former Prudential Representatives and predecessor, successor or related positions, state law claims asserted with respect to alleged improper deductions from wages, all claims related thereto or contingent thereon, and claims under California law for failure to reimburse for business expenses, and (ii) as to current and former Financial Services Associates, Financial Services Professionals or Statutory Agents and predecessor, successor or related positions, state law claims asserted with respect to alleged improper deductions from wages, alleged claims relating to recapture of commissions, all claims related thereto or contingent thereon, and claims under California law for failure to reimburse for business expenses. 33

34 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 34 of 86 PageID: Total Adjusted Work Week(s) means the total number of Adjusted Work Weeks of all Participating Claimants Updated Address(es) means a mailing address that was updated via a Reasonable Address Verification Measure or via an updated mailing address provided by the United States Postal Service or a Class Member. IV. SUBMISSION OF THE AGREEMENT TO COURT FOR PRELIMINARY AND FINAL APPROVAL 1. For purposes of settlement only, the Parties stipulate to the certification of Deductions Classes during the applicable Settlement Class Periods. Class Members who timely return a Qualifying Exclusion Request shall become Non-Settling Plaintiffs and shall not be bound by the Court s Judgment, this Settlement or the provisions in Section IX, Paragraphs 1 through 10, herein (Releases). All other Class Members will become Settling Plaintiffs and will be bound by the Court s Judgment, the Settlement of this Action and the provisions in Section IX, Paragraphs 1 through 10, herein. Only those Opt-In Plaintiffs and Non-Deduction Wage Claimants who timely return a Qualifying Claim Form shall be bound by the Court s Judgment, the Settlement of this Action, and the provisions in Section IX, Paragraphs 1 through 10, herein. 2. After the execution of this Settlement Agreement by all of the Named Plaintiffs and Prudential, and no later than seven (7) days after submitting a draft of the moving papers to counsel for Prudential for comment prior to its filing, the Named Plaintiffs shall file for Preliminary Approval of the proposed Settlement Agreement requesting a Preliminary Approval Order that contains the following provisions: 2.1 Preliminarily approving this Settlement Agreement and its terms; 34

35 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 35 of 86 PageID: Approving the form of the Class Notice, finding that the proposed method of disseminating the aforementioned notice meets the requirements of due process and is the best notice practicable under the circumstances; 2.3 Establishing a date by which Named Plaintiffs and Class Counsel are to submit papers/briefing in support of final approval of this Agreement, including the Enhancement Payments and Incentive Awards, the Fee and Expense Award for Class Counsel and the compensation for administration, consistent with the Agreement; 2.4 Establishing the procedures and the deadline by which Class Members may object to the Settlement; 2.5 Establishing a deadline for any of the Parties to submit papers/briefing in response to any objections to final approval of this Agreement; 2.6 Establishing procedures and the deadline by which Notice Recipients may become Participating Claimants, Settling Plaintiffs or Non-Settling Plaintiffs; 2.7 Appointing the Settlement Administrator; 2.8 In addition to having been appointed as Class Counsel of the Certified Deductions Classes by Order of the Court dated February 26, 2015, further appointing Class Counsel as class counsel, and Named Plaintiffs as class representatives, of the Deductions Classes, as appropriate; 2.9 Setting a date for the Fairness Hearing and any determination on the request for Fee and Expense Award, Enhancement Payments and Incentive Awards that is no earlier than 30 days after the Claim/Exclusion/Objection Deadline; and 2.10 Entering an order prohibiting the Named Plaintiffs, Class Members, Opt-In Plaintiffs and any other Participating Claimants from filing any new actions 35

36 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 36 of 86 PageID: asserting claims against Prudential similar to those presented in the Action and which would otherwise constitute Released Claims under the Agreement or from attempting to effect an opt-out of a group, class or subclass of individuals until the Court s Judgment becomes Final. 3. Failure of the Court to grant preliminary approval of this Agreement without material changes will be grounds for Prudential or the Named Plaintiffs to terminate the Settlement and this Agreement. Changes to the amount of Fee and Expense Award and/or Enhancement Payments and/or Incentive Payments and/or administration costs shall not be deemed material changes and shall not constitute valid grounds for the Parties to terminate the Settlement and/or this Agreement. 4. If the Court grants preliminary approval of this Agreement and authorizes mailing of the Class Notice, then at the Fairness Hearing, the Named Plaintiffs and Prudential, through their counsel, shall address any written objections or any concerns from any Class Members who attend the hearing as well as any concerns of the Court, if any, and shall and hereby do, unless provided otherwise in this Agreement, stipulate to final approval of this Agreement and entry of Judgment by the Court substantially in the form of Exhibit C. 5. Prudential, itself or through the Claims Administrator, shall comply with all notice obligations under the Class Action Fairness Act ( CAFA ) with respect to this Settlement. Class Counsel will cooperate with Prudential in its efforts to fulfill its CAFA notice obligations, and Class Counsel will provide assistance to the Claims Administrator and Prudential if such assistance becomes necessary for Prudential to fulfill such notice obligations. Prudential, however, shall have sole discretion to determine the substance of the CAFA notices. 36

37 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 37 of 86 PageID: V. SETTLEMENT PAYMENTS 1. No later than ten (10) days following the Preliminary Approval Date, Prudential shall deposit the Gross Settlement Amount into the Settlement Fund. The Gross Settlement Amount is an all in number that includes, without limitation, all monetary benefits and payments (with the exception of Settlement Fund Interest, if any) to the Participating Claimants, and all Enhancement Payments, Incentive Payments, the Fee and Expense Award, escrow fees, other costs, taxes and expenses relating to the Settlement (including, but not limited to, administration costs and expenses, notice costs and expenses, and settlement costs and expenses, including any related taxes). Except as set forth in Section V, Paragraph 9, below, under no circumstances shall Prudential be required to pay anything more than the Gross Settlement Amount. 2. In no event shall Prudential be liable for making payments under this Agreement, or for providing any relief, before the deadlines set forth in this Agreement. 3. The Gross Settlement Amount will be allocated as follows: 3.1 Up to one-third (33%) of the Gross Settlement Amount may be paid in attorneys fees to Class Counsel, subject to Court approval. In addition, Class Counsel may apply to the Court for reimbursement of reasonable litigation costs and expenses. Any such reimbursement shall be in addition to the attorneys fees approved by the Court and shall be paid from the Gross Settlement Amount (collectively, fees and costs, the Fee and Expense Award ); 3.2 Enhancement Payments of up to $15, may be paid to each Named Plaintiff, other than Edward Lennon, whose Enhancement Payment shall be no more than $7,500, all subject to Court approval and, as approved, shall be paid from the Gross Settlement Amount; 37

38 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 38 of 86 PageID: Incentive Awards of up to $ may be paid to each Opt-In Plaintiff, who is a Participating Claimant, and to each Named Plaintiff who timely opted into the FLSA collective action and who did not subsequently opt-out, subject to Court approval, and shall be paid from the Gross Settlement Amount. 3.4 A reasonable amount, estimated to be approximately $150, shall be paid to the Claims Administrator to administer this Agreement that shall be paid from the Gross Settlement Amount; 3.5 Fees incurred by the Claims Administrator in facilitating notice and related administration costs, as discussed further in Section X, Paragraph 1; 3.6 The remaining sum shall be referred to as the Net Settlement Amount. Specifically, the Net Settlement Amount shall be the Gross Settlement Amount plus Settlement Fund Interest, if any, minus the sum of the amounts set forth above in Section V, Subparagraphs 3.1 to 3.5, above. The Net Settlement Amount will be made available for payment to Participating Claimants pursuant to the Settlement Formula and the terms of this Agreement. 4. Prudential will not oppose Class Counsel s application to the Court for attorneys fees and costs as described above in Section V, Subparagraph 3.1. No later than 14 days following the Settlement Effective Date, and only if the Settlement Effective Date occurs, the Claims Administrator shall pay to Class Counsel, jointly, from the Gross Settlement Amount the Fee and Expense Award. All attorneys fees and costs will be paid from the Gross Settlement Amount and no attorneys fees or costs beyond the amounts provided for in this Agreement and approved by the Court will be paid to any attorney representing any Person in this Action. The Claims Administrator will issue to the Class Counsel IRS Form 1099 with respect to their 38

39 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 39 of 86 PageID: awarded attorneys fees and costs. The Claims Administrator shall not disburse any attorneys fees or costs unless and until Class Counsel have provided the Claims Administrator with appropriate IRS Form W-9 for such allocation. If the Court awards Class Counsel less than onethird (33%) of the Gross Settlement Amount in attorneys fees, the remainder shall remain part of the Gross Settlement Amount and, in turn, the Net Settlement Amount available for payment to Participating Claimants. The Parties agree that in the event any appeal or other challenge is filed to any award of fees by the Court, such appeal or other challenge to the award shall not delay distribution of the undisputed portions of the Net Settlement Amount to Participating Claimants. The Parties further agree that any dispute among Class Counsel, Named Plaintiffs and Notice Recipients regarding the allocation of the attorneys fees and costs shall not involve Prudential, shall not invalidate this Agreement, and shall not delay or preclude the Judgment from becoming Final. 5. Prudential will not oppose Named Plaintiffs request to the Court for Enhancement Payments as described above in Section V, Subparagraph 3.2, in addition to any payment Named Plaintiffs each may otherwise receive as Participating Claimants. The Claims Administrator will issue to the Named Plaintiffs IRS Form 1099 with respect to their awarded Enhancement Payments. The Claims Administrator shall not disburse any Enhancement Payments unless and until the Named Plaintiffs have provided the Claims Administrator with appropriate IRS Form W-9 for such allocation. If the Court awards the Named Plaintiffs less than $15, each, or, with respect to Edward Lennon, less than $7,500.00, the remainder shall be remain part of the Gross Settlement Amount and, in turn, the Net Settlement Amount available for payment to Participating Claimants. 39

40 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 40 of 86 PageID: Prudential will not oppose Named Plaintiff and Opt-In Plaintiffs request to the Court for Incentive Awards as described above in Section V, Subparagraph 3.3, in addition to any payment a Named Plaintiff or Opt-In Plaintiff may otherwise receive as a Participating Claimant. If the Court awards the Named Plaintiffs who timely opted into the conditionally certified FLSA collective action and who did not subsequently opt-out, or Opt-In Plaintiffs who become Participating Claimants, less than $ each, the remainder shall be and remain part of the Gross Settlement Amount and, in turn, the Net Settlement Amount available for payment to Participating Claimants. 7. Provided the Settlement becomes Final and there is a Settlement Effective Date, no amount of the Gross Settlement Award or the Net Settlement Amount shall revert to Prudential. One hundred percent (100%) of the Net Settlement Amount, shall be paid to Participating Claimants as set forth in the Settlement Formula, including all amounts that are determined to be due to Participating Claimants pursuant to any redistributions, and including any cy pres payments that may be required. 8. Except for Participating Claimants who held or hold the position of Statutory Agent within any of the Settlement Class Periods, any Participating Claimant who receives a payment of any kind by way of this Agreement, other than Enhancement Payments or Incentive Awards, expressly acknowledges that 100% of such payments shall be considered wages for which an IRS Form W-2 will issue. Participating Claimants who held or hold the position of Statutory Agent within any of the Settlement Class Periods and who receive a payment of any kind by way of this Agreement, except for Enhancement Payments or Incentive Awards, expressly acknowledge that 100% of such payments shall be considered income for which an IRS Form W-2 for Statutory Employees shall issue. Finally, each Participating Claimant s pro 40

41 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 41 of 86 PageID: rata share of the post-judgment interest accrued on the Gross Settlement Amount shall be considered non-wages for which an IRS Form 1099 shall issue; and Enhancement Payments and Incentive Awards shall also be considered non-wage income for which an IRS Form 1099 shall issue. 9. As to the wage payments, Prudential shall pay the employer s share of payroll taxes, which payment shall be a payment in addition to the Gross Settlement Amount. Any amount paid to Participating Claimants shall not create any credit or otherwise affect the calculation of any deferred compensation, benefit, or other compensation plan provided by Prudential. 10. Other than the withholding and reporting requirements set forth above, Participating Claimants and Class Counsel shall be solely responsible for the reporting and payment of any federal, state, and/or local income or other tax or any other withholdings, if any, on any of the payments received by them pursuant to this Agreement. It is understood and agreed that Prudential has made no representations as to the taxability of any portions of the settlement payments to any Participating Claimants, the Fee and Expense Award, or any Enhancement Payments or Incentive Awards. The Named Plaintiffs and Class Counsel agree that Notice Recipients will have an adequate opportunity to seek tax advice prior to responding to the Class Notice. 11. The Claims Administrator shall determine each Participating Claimant s share of the Net Settlement Amount by using the following Settlement Formula: 11.1 Claims of Class Members will be settled, according to the formula set forth here, on a claims made basis, provided Class Members submit a Qualifying Claim Form and do not timely return a Qualifying Exclusion Request. Claims of 41

42 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 42 of 86 PageID: Opt-In Plaintiffs and Non-Deduction Wage Claimants will be settled, according to the formula set forth here, provided Opt-In Plaintiffs and Non-Deduction Wage Claimants submit a Qualifying Claim Form. Each Participating Claimant will be paid a portion of the Net Settlement Amount in accordance with the following formula: a. Non-Deduction Wage Claimants and Opt-In Plaintiffs will receive a pro rata share of the Net Settlement Amount that represents one times their work weeks. b. Members of the Deductions Classes will receive a pro rata share of the Net Settlement Amount that represents three times their work weeks. c. Members of the Certified Deductions Classes will receive a pro rata share of the Net Settlement Amount that represents four times their work weeks. d. For the avoidance of doubt, for purposes of this Settlement Formula, Named Plaintiffs shall be considered to be Non-Deduction Wage Claimants, Deductions Class Members or Certified Deductions Class Members, consistent with the positions they hold or held, the Settling States in which they work or worked and the applicable Settlement Class Periods Except as is set forth in Section VI, Paragraph 6, the dollar amount payable to each Participating Claimant will be calculated by taking the Net Settlement Sum divided by the Total Adjusted Work Weeks, and then multiplying by the total number of Adjusted Work Weeks applicable to each Participating Claimant. 12. Any Person who does not receive a Class Notice because he or she had not been determined to be a Notice Recipient, but who claims otherwise, must present evidence and information to the Claims Administrator demonstrating that he or she should be included in the 42

43 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 43 of 86 PageID: Settlement. The Claims Administrator will, after consulting with Class Counsel and Counsel for Prudential, determine whether the documentation provided by the individual sufficiently confirms the individual s standing to participate in the Settlement. 13. The Claims Administrator, and according to the terms, conditions and procedures set forth in this Agreement, shall pay each Participating Claimant his or her share of the Net Settlement Amount, following the adjustment of the Net Settlement Amount for Settlement Fund Interest, pursuant to the above Settlement Formula. To the extent administratively convenient, these payments shall be made via one check to each Participating Claimant. The Claims Administrator is responsible for tax withholdings, remitting funds to the appropriate taxing authorities, and satisfying all associated tax reporting, returns, and filing requirements. 14. In the event that a Participating Claimant s payment check is not negotiated within ninety (90) calendar days from the date initially mailed by the Claims Administrator, such check will expire. In such event, the affected Participating Claimant will be deemed to have irrevocably waived any right to a settlement check pursuant to this Agreement, but the Settlement and the affected Participating Claimant s release of claims will remain binding upon such Participating Claimant The sum value of all remaining expired checks and any other undisbursed funds will be tallied by the Claims Administrator and shall be reported to Class Counsel and Counsel for Prudential. Class Counsel and Counsel for Prudential will confer to determine whether the remaining funds are of a sufficient amount that it would be practicable to make a further distribution or whether it would be more practicable to distribute the remaining funds to an appropriate charitable or non-profit organization under the cy pres doctrine to be determined by the Court. 43

44 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 44 of 86 PageID: If the Parties determine that the remaining funds should be distributed to an appropriate charitable or non-profit organization, they shall compile a list of four suitable organizations, the names of two charitable or non-profit organizations to be submitted by each Party, from which the Court will choose one or more such organizations to receive the funds. Notwithstanding the foregoing, if the remaining funds exceed $50,000.00, net after the expected costs of distribution of such remaining funds, they will be distributed on a pro rata basis to all Participating Claimants If the Parties determine it would be practicable to make a further distribution to Participating Claimants, in the event a Participating Claimant s second distribution check is not negotiated within ninety (90) calendar days from the date initially mailed by the Claims Administrator such check will expire. The affected Participating Claimant will be deemed to have irrevocably waived any right to that settlement check pursuant to this Agreement. The remaining provisions of Section V, Subparagraphs 14.1 and 14.2, will control further payment to Participating Claimants or cy pres distributions, if such further distribution is necessary. VI. NOTICE TO NOTICE RECIPIENTS 1. If, by entering an order preliminarily approving this Agreement and the Class Notice, the Court provides authorization to send the Class Notice, the Claims Administrator will mail the Class Notice to all Notice Recipients at their Last Known Addresses. Prior to mailing the Class Notice to Notice Recipients, the Claims Administrator shall perform a Reasonable Address Verification Procedure to facilitate the mailing of the Class Notice to the correct addresses of Notice Recipients. The Claims Administrator shall mail the Class Notice via first class mail through the United States Postal Service, postage pre-paid. 44

45 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 45 of 86 PageID: The Class Notice will be in the form as annexed hereto as Exhibit B. 3. The Settlement Administrator shall use the Gross Settlement Amount to pay the costs of identifying and notifying Notice Recipients, facilitating the claims process and otherwise administering the Settlement. Any notice and administration costs, as well as taxes that are appropriate pursuant to this Agreement, and escrow fees, shall be paid out of the Gross Settlement Amount. Notice and administration costs shall include, among other things, identifying an Updated Address, if necessary, mailing and printing notice as directed by the Court and the cost of processing settlement, distributing the Net Settlement Amount to any Participating Claimant and the costs of any cy pres distribution. 4. The Claims Administrator shall mark the Class Notice and its envelope(s) or covering to denote the return address of the Claims Administrator. The envelope or covering containing the Class Notice shall also bear the following note: Important Legal Notice Enclosed. The Claims Administrator shall include only the Class Notice and Claim Form in this mailing, in a form that does not materially differ from Exhibits A and B. 5. Prudential shall prepare the name, Last Known Address, and number of Work Weeks for each jurisdiction for each Notice Recipient for the Claims Administrator so that the Claims Administrator can engage in the processing and mailing of Class Notice. Prudential will provide this information to the Claims Administrator within 10 days after the Court grants preliminary approval of this Agreement. 6. Prior to mailing the Class Notice to each Notice Recipient, and to the extent possible within the requisite deadlines, the Claims Administrator shall include in the space provided on each Claim Form the number of Adjusted Work Weeks in each jurisdiction for each Notice Recipient. If a Participating Claimant has Adjusted Work Weeks that would result in a 45

46 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 46 of 86 PageID: distribution of less than $10, he or she shall not be entitled to share in the Net Settlement Fund under the Settlement Formula, but instead shall receive one payment of $ However, to the extent that he or she is an Opt-In Plaintiff, he or she will be entitled to an Incentive Award, as approved by the Court, of up to a payment of $250.00, or if such Participating Claimant is a Named Plaintiff, he or she will be entitled to receive an Enhancement Award, as approved by the Court, of up to a payment of $15,000.00, and in the case of Edward Lennon, of up to a payment of $7, Instructions in the Claim Form will provide that if a Notice Recipient disagrees with the number of Adjusted Work Weeks pre-printed on his or her notice, he or she must set forth information that he or she believes is correct, explain the basis for such belief and submit written documentation to support his or her claim. Failure to submit written documentation to support such dispute will mean that the information contained in the notice will be controlling. If a Notice Recipient disagrees with the number of Adjusted Work Weeks on his or her Class Notice and provides documentation to support his or her claim for a different total number of Adjusted Work Weeks, the Claims Administrator, with the assistance of Class Counsel, will meet and confer informally to resolve the issue. If the Notice Recipient and the Claims Administrator, with the assistance of Class Counsel, cannot agree on the Notice Recipient s number of Adjusted Work Weeks, the issue will be submitted to the Court, and each Notice Recipient shall have the burden of proving that the number of Adjusted Work Weeks provided to him or her is wrong, and the Court shall have the final authority to decide the number of Adjusted Work Weeks worked by the Notice Recipient. 7. The Class Notice will instruct that those Class Members who wish to object to the Settlement must serve on the Settlement Administrator, by the Claim/Objection/Exclusion Deadline, a written statement objecting to the Settlement, which must include: (1) the name and 46

47 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 47 of 86 PageID: case number of this lawsuit; (2) his or her full name and address; (3) the dates of employment or association with Prudential as a Class Member; (4) the last four digits of his or her social security number and his or her contract number; (5) the basis for the objection; (6) whether he or she intends to appear at the Fairness Hearing; (7) the specific reason(s) for the objection; and (8) any and all evidence and supporting papers (including, without limitation, all briefs, written evidence, and declarations) that the Class Member would like the Court to consider. A Class Member who does not submit an objection in the manner and by the deadline specified in Section III, paragraph 1.7, above will be deemed to have waived all objections and will be foreclosed from making any objection to the Settlement, whether by appeal or otherwise, absent a contrary order of the Court. 8. The Settlement Administrator shall promptly send all objections that are received in response to the Class Notice to counsel for Prudential and Class Counsel. 9. Unless the Parties agree otherwise in writing or the Court so orders, the Claims Administrator shall mail the Class Notice to the Last Known Addresses of the Notice Recipients no later than the Notice Mailing Deadline. 10. Unless the Claims Administrator receives a Class Notice returned from the United States Postal Service for reasons discussed below, that notice shall be deemed mailed and received by the Notice Recipient to whom it was sent. In the event that subsequent to the first mailing of a Class Notice, and prior to the Claim/Objection/Exclusion Deadline, the U.S. Postal Service returns a Class Notice to the Claims Administrator with a forwarding address for the recipient, the Claims Administrator shall r the notice to that address; the Class Notice will be deemed mailed at that point and the forwarding address shall be deemed the Updated Address for that Notice Recipient. In the event that subsequent to the first mailing of a Class Notice, and 47

48 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 48 of 86 PageID: at least 10 business days prior to the Claim/Objection/Exclusion Deadline, the U.S. Postal Service returns a Class Notice to the Claims Administrator because the address of the recipient is no longer valid, the Claims Administrator shall perform a second Reasonable Address Verification Measure utilizing a different database and if such an address is ascertained, the Claims Administrator will promptly re-send the Class Notice to such Updated Address. Nothing in this Paragraph shall be construed to extend the Claim/Objection/Exclusion Deadline. 11. If there is no Settlement Effective Date or the Settlement is reversed or modified on appeal, on a motion to intervene or as a result of further proceedings on remand of any appeal or motion to intervene with respect to the Settlement, the balance of the Gross Settlement Amount which has not been expended pursuant to this Agreement, shall be returned to Prudential within five (5) days or as soon thereafter as is practicable, as set forth in this Agreement and the Escrow Agreement. VII. RESPONSES TO THE NOTICE AND MOTION FOR FINAL APPROVAL 1. Notice Recipients have the option to participate in this Action at their own expense by obtaining their own attorney(s). Notice Recipients who choose this option will be responsible for any attorneys fees or costs incurred as a result of this election. The Class Notice will advise Notice Recipients of this option. 2. Class Members, other than Named Plaintiffs, may elect to opt out of the Settlement and thus exclude themselves from the Action and the Settlement. Class Members who wish to exercise this option must fully complete, execute, and mail a Qualifying Exclusion Request to the Claims Administrator, per the instructions set forth in the Class Notice, attached hereto as Exhibit B. If the Claims Administrator does not receive a Qualifying Exclusion Request from such Class Member, postmarked on or before the Claim/Objection/Exclusion Deadline, then that Class Member will be deemed to have forever waived his or her right to 48

49 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 49 of 86 PageID: exclude him or herself from the Classes and will be bound by the terms of the Certified Deductions Class Members Released Claims or the Deductions Class Members Released Claims as applicable. The date of the postmark shall be the exclusive means used to determine whether an Exclusion Request has been timely submitted. Class Members who properly and timely submit Qualifying Exclusion Requests shall have no further role in the Action, and for all purposes shall be regarded as if they never were a party to or in this Action. 3. To the extent that a Class Member has submitted an Exclusion Request that does not constitute a Qualifying Exclusion Request, the Claims Administrator shall send a Cure Letter to such individual informing him or her that the Exclusion Request is defective and must be cured to become valid. The Claims Administrator must postmark the Cure Letter as promptly as feasible upon receipt of any timely but defective Exclusion Request. The Cure Letter shall remind the Class Member of the Claim/Objection/Exclusion Deadline, which will remain unchanged, except that the Claim/Objection/Exclusion Deadline for the Class Member sent such a Cure Letter shall be the date that is 14 days after the postmark of such Cure Letter or the original Claim/Objection/Exclusion Deadline, whichever date is later, which shall be communicated to the Class Member sent such Cure Letter. If a Class Member responds to a Cure Letter by filing a late or defective Exclusion Request, then the Claims Administrator shall have no further obligation to give notice of a need to cure and such late Exclusion Request shall not be deemed timely. 4. The Class Notice shall advise Class Members that should they exclude themselves from this Settlement, such Class Member shall be prohibited from initiating as a Named Plaintiff any other collective, class or aggregate action against the Releasees that concerns the Asserted Claims in this Action within the relevant Settlement Class Periods. Nothing contained herein is 49

50 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 50 of 86 PageID: intended to prevent any Class Member to the extent he/she otherwise meets the class definition and the requirements of Rule 23 from being included solely as a Rule 23 class member in any other class action that has been or that may be filed against Prudential in the future so long as he/she does not institute any such class action or become a named plaintiff in any such class action against Prudential. 5. Opt-In Plaintiffs and Non-Deduction Wage Claimants, other than Named Plaintiffs, shall not be bound by this Settlement nor receive any Settlement payment, including Opt-In Plaintiff Incentive Payments, unless such Opt-In Plaintiff or Non-Deduction Wage Claimant timely files a Qualifying Claim Form. Opt-In Plaintiffs or Non-Deduction Wage Claimants who wish to exercise this option must fully complete, execute, and mail, per the instructions therein, the form entitled Claim Form attached to the Class Notice as Attachment A. If the Claims Administrator does not receive a Qualifying Claim Form from such Opt-In Plaintiff or Non-Deduction Wage Claimant, postmarked on or before the Claim/Objection/Exclusion Deadline, then that Opt-In Plaintiff s or Non-Deduction Wage Claimant s claims will be dismissed without prejudice and such Opt-In Plaintiff and Non- Deduction Wage Claimant shall not be bound by this Settlement. The date of the postmark shall be the exclusive means used to determine whether a Claim Form has been timely submitted. Opt-In Plaintiffs or Non-Deduction Wage Claimants who fail to properly and timely submit a Qualifying Claim Form shall have no further role in the Action, and for all purposes shall be regarded as if they never were a party to or in this Action. 6. To the extent that an Opt-In Plaintiff or Non-Deduction Wage Claimant has submitted a Claim Form that does not constitute a Qualifying Claim Form, the Claims Administrator shall send a Cure Letter to such individual informing him or her that the Claim 50

51 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 51 of 86 PageID: Form is defective and must be cured to become valid. The Claims Administrator must postmark the Cure Letter as promptly as feasible upon receipt of any timely but defective Claim Form. The Cure Letter shall remind the Opt-In Plaintiff or Non-Deduction Wage Claimant of the Claim/Objection/Exclusion Deadline, which will remain unchanged, except that the Claim/Objection/Exclusion Deadline for the Opt-In Plaintiff or Non-Deduction Wage Claimant sent such a Cure Letter shall be the date that is 14 days after the postmark of such Cure Letter or the original Claim/Objection/Exclusion Deadline, whichever date is later, which shall be communicated to the Opt-In Plaintiff or Non-Deduction Wage Claimant sent such Cure Letter. If an Opt-In Plaintiff or Non-Deduction Wage Claimant responds to a Cure Letter by filing a late or defective Claim Form, then the Claims Administrator shall have no further obligation to give notice of a need to cure and such late Claim Form shall not be deemed timely. 7. The Class Notice shall advise Opt-In Plaintiffs that upon entry of Final Judgment in this Action, the Court shall dismiss the conditionally certified collective action, and dismiss the claims of any Opt-In Plaintiff who has not become a Participating Claimant without prejudice. The Class Notice shall further advise Opt-In Plaintiffs and Non-Deduction Wage Claimants that should any Opt-In Plaintiff or Non-Deduction Wage Claimant not become a Participating Claimant, such Opt-In Plaintiff or Non-Deduction Wage Claimant shall be prohibited from initiating as a Named Plaintiff any other collective, class or aggregate action against the Releasees that concerns the Asserted Claims in this Action within the relevant Settlement Class Periods. Nothing contained herein is intended to prevent any Opt-In Plaintiff or Non-Deduction Wage Claimant to the extent he/she otherwise meets the class definition and the requirements of Rule 23 from being included solely as a Rule 23 class member in any class action that has been 51

52 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 52 of 86 PageID: or that may be filed against Prudential in the future so long as he/she does not institute any such class or collective action or become a named plaintiff in any such class action against Prudential. 8. If a Notice Recipient wishes to, for future reference and any mailings from the Court or Claims Administrator, change the name or address listed on the envelope in which the Class Notice was first mailed to them, such Notice Recipient must send a Change of Name or Address Request to the Claims Administrator. Instructions relating to such request will be set forth in the Class Notice. 9. The Claims Administrator shall promptly log each Qualifying Exclusion Request that it receives and provide copies of the log and all such requests for exclusion to Class Counsel and to counsel for Prudential, as requested. As soon as practicable, but not later than ten (10) business days after the Claim/Exclusion/Objection Deadline,, the Claims Administrator shall provide to Class Counsel and to counsel for Prudential a complete list of all individuals who filed Qualifying Exclusion Requests and Qualifying Claim Forms together with copies of all such documents. 10. Prior to the Fairness Hearing and consistent with the rules imposed by the Court, the Named Plaintiffs and Prudential, to the extent it deems appropriate, shall move the Court for entry of Judgment by filing a fairness brief or briefs. The Named Plaintiffs and Class Counsel shall be responsible for justifying the Fee and Expense Award, Enhancement Payments and Incentive Awards, as set forth in Section V, Subparagraphs 3.1 to 3.3. The Parties shall make all reasonable efforts to secure the Judgment. VIII. TIMING OF PAYMENT TO PARTICIPATING CLAIMANTS AND NOTICE OF FINAL APPROVAL TO SETTLEMENT CLASS MEMBERS 1. The Claims Administrator shall issue to each Participating Claimant one check (or more if necessary for administrative convenience) for the gross amount of the Participating 52

53 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 53 of 86 PageID: Claimant s share, less relevant withholdings, if any. The Claims Administrator shall mail this payment to each Participating Claimant at his or her Last Known Address, on or before the first business day that falls 10 days after the Settlement Effective Date. 2. Following the mailing of the payments to Participating Claimants, the Claims Administrator shall provide Class Counsel and Prudential s counsel with a written confirmation of this mailing and a list of the names of all Participating Claimants. IX. RELEASES 1. The Released Claims against each and all of the Releasees shall be released and dismissed with prejudice and on the merits (without an award of fees or costs to any party other than as otherwise provided in this Agreement) upon entry of the District Court Final Approval Order. 2. Each Settling Plaintiff individually on behalf of himself or herself and on behalf of each of his or her heirs, representatives, successors, assigns, estates trustees, executors, administrators, beneficiaries, agents, attorneys, successors and assigns, and anyone claiming through them or acting or purporting to act on their behalf, agrees to and hereby does forever release, discharge, hold harmless and covenant not to sue the Releasees from each and all of the Released Claims and by operation of the Judgment shall have fully and finally released, relinquished and discharged all such claims against each and all of the Releasees; and they further agree that they shall not now or hereafter initiate, maintain or assert any of such claims, as set forth in their respective releases against the Releasees in any other court action or before any administrative body, tribunal, arbitration, panel or other adjudicating body. Without in any way limiting the scope of the releases described elsewhere in this Agreement or in the remainder of this Paragraph, this release covers, without limitation, any and all claims for attorneys fees, costs, or disbursements incurred by Class Counsel or any other counsel representing the Notice 53

54 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 54 of 86 PageID: Recipients, or any of them, in connection with or related in any manner, to the Action, the administration of such Settlement or the Released Claims, except to the extent otherwise specified in this Agreement. 3. Nothing in the above Paragraph or Released Claims shall serve as a waiver of any Settling Plaintiff or Notice Recipient s claims that arise after the Settlement Effective Date, except to the extent provided by Court order in Section IV, Subparagraph 2.10, above or as is otherwise set out in this Agreement. The Released Claims do not include claims relating to the enforcement of this Settlement Agreement and/or relating to any Court order and judgment pertaining to same. 4. As of the Settlement Effective Date, the Settling Plaintiffs shall be permanently barred and enjoined from initiating, asserting or prosecuting against the Releasees, in any federal or state court or tribunal or agency, any and all of the Released Claims. 5. All Settling Plaintiffs shall be bound by the terms and conditions of this Agreement, including all orders issued pursuant thereto, and shall be deemed to have waived all unstated objections and opposition to the fairness, reasonableness, and adequacy of this Agreement, and any of its terms, and will have been deemed to have waived any right to recover proceeds from any individual settlement agreement regarding the Released Claims, whose terms will be void and unenforceable. 6. The Settling Plaintiffs expressly acknowledge that they are familiar with principles of law such as Section 1542 of the California Civil Code, which provides: 54

55 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 55 of 86 PageID: 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. 7. With respect to the Released Claims, each Settling Plaintiff shall be deemed to have expressly, knowingly, and voluntarily waived and relinquished to the fullest extent permitted by law, the provisions, rights and benefits he or she may otherwise have had pursuant to Section 1542 of the California Civil Code and all similar federal or state laws, rights, rules or legal principles or any other jurisdiction that may be applicable herein. In connection with the Released Claims, Settling Plaintiffs acknowledge that they are aware that they may hereafter discover claims presently unknown and unsuspected or facts in addition to or different from those which they now know or believe to be true with respect to matters released herein. Nevertheless, Settling Plaintiffs acknowledge that a portion of the consideration received herein is for a release with respect to unknown damages and complaints, whether resulting from known injuries and known consequences or from unknown injuries or unknown consequences and state it is the intention of the Settling Plaintiffs in agreeing to this release fully, finally and forever to settle and release all matters and claims that exist or that might have existed (whether or not previously or currently asserted in any action) up through and including the Settlement Effective Date. 8. Each Named Plaintiff further acknowledges, agrees and understands that (i) he or she has read and understands the terms of this Agreement and (ii) he or she has had an opportunity to obtain and consider legal or other counsel or advisor as he or she deems necessary, including Class Counsel. 55

56 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 56 of 86 PageID: Subject to Court approval, each Settling Plaintiff shall be bound by this Agreement and all of the Released Claims shall be dismissed with prejudice and released, even if they never receive actual notice of the Action or of this Settlement. 10. Prudential hereby releases Class Counsel and the Named Plaintiffs from any and all claims, rights, demands and actions of any and every kind whether known or unknown to Prudential that could have been brought as counterclaims in this Action, including, but not limited to claims of malicious prosecution. X. CLAIMS ADMINISTRATOR 1. The Claims Administrator shall receive payment from the Gross Settlement Amount for those administrative fees reasonably incurred as a result of procedures and processes expressly required by this Agreement. Based on current estimates, the Parties anticipate that the total sum paid to the Claims Administrator out of the Settlement Fund will not exceed $150, but the Parties understand and agree that this figure represents just an estimate, that the sum charged by the Claims Administrator may be different, and that the entire amount charged will be offset against the Gross Settlement Amount. 2. The terms of this Agreement shall govern the actions of the Claims Administrator. Class Counsel and Prudential may provide relevant information needed by the Claims Administrator per this Agreement and engage in related communications with the Claims Administrator with notice and copies to one another, but without notice or copies to any Notice Recipient or the Court. 3. Counsel for each of the Parties shall have equal access to the Claims Administrator. 56

57 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 57 of 86 PageID: XI. TERMINATION OF AGREEMENT 1. Prudential has the right, in the exercise of its sole discretion, to nullify the Settlement Agreement within twenty (20) calendar days after expiration of the Claim/Objection/Exclusion Deadline, if 10% or more of the Notice Recipients in the aggregate, or if 10% of any of the Certified Deductions Class Members or 10% of the Deductions Class Members file Qualifying Exclusion Requests and become Non-Settling Plaintiffs. If Prudential elects to nullify the Settlement Agreement pursuant to this provision, Prudential shall be solely responsible for paying all costs to the Settlement Administrator for work performed up to the date the Settlement is nullified. The Parties agree they will not encourage any Class Member to forego executing a release of claims or to object to the Settlement or to otherwise submit a Qualifying Exclusion Request, and will not encourage any Opt-In Plaintiff or Non-Deduction Wage Claimant to fail to submit a Qualifying Claim Form. 2. In the event that the Court does not approve the Settlement set forth in this Agreement, one of the conditions upon which this Agreement is based is not satisfied, or the Settlement Effective Date does not occur, Prudential shall make no payments to anyone in accordance with the terms of this Agreement, the Parties will bear their own costs and fees with regard to the efforts to obtain Court approval, and this Agreement shall be deemed null and void with no effect on the Action whatsoever. Court changes to the dates of hearings provided for in this Agreement and/or reductions in the amount of the Fee and Expense Award, litigation costs, Enhancement Payments and/or Incentive Awards shall not by themselves permit termination of this Agreement. 3. Prudential s acceptance of the Settlement is conditioned upon the execution of this Agreement, including, without limitation, the release provisions, on or before the Claim/Objection/Exclusion Deadline, by all Named Plaintiffs absent which Prudential has the 57

58 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 58 of 86 PageID: right, in the exercise of its sole discretion, to terminate the Agreement within twenty (20) days after the Claim/Objection/Exclusion Deadline. XII. MISCELLANEOUS 1. The Parties understand and agree that this Agreement is the result of a good faith compromise settlement of disputed claims, and no part of this Agreement or any conduct or written or oral statements made in connection with this Settlement and this Agreement, whether or not the Settlement is finally approved and/or consummated, or the Settlement Effective Date occurs, may be offered as or construed to be an admission or concession of any kind by Prudential or any of the Releasees. 2. Neither the Named Plaintiffs nor Class Counsel, prior to the filing of the motion for Preliminary Approval, shall publicize, or cause to be publicized, directly or indirectly, the discussions resulting in or the existence of this Settlement or its terms, in any type of mass media, including, but not limited to, speeches, press conferences, press releases, interviews, television or radio broadcasts, newspapers, messages on the Internet, Facebook, Twitter or any other social media, Class Counsel s, or any other, website. Without limiting Prudential s rights and remedies for a breach of this provision, such breach shall entitle Prudential, in the exercise of its sole discretion, to nullify the Settlement Agreement at any time before Preliminary Approval by the Court. Should any Named Plaintiff at any time breach this provision, the Named Plaintiff shall forfeit to Prudential the full amount of his or her Enhancement Payment and Incentive Award, if any. Without limitation by the foregoing, Prudential also may enforce this provision through an action for injunctive relief. Named Plaintiffs and Class Counsel waive any obligation by Prudential to file a bond in connection with any such action. Class Counsel may include the name of this lawsuit on a declaration of representative cases for filing with the court in other proceedings. If counsel for any Party receives an inquiry about the Settlement or this Agreement 58

59 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 59 of 86 PageID: or the Action from the media, counsel for any Party may respond only after the motion for Preliminary Approval has been filed and only by confirming the accurate terms of the Settlement Agreement. Nothing in this provision shall prevent Prudential or Class Counsel or Named Plaintiffs from making any disclosure required by law. 3. Without further order of the Court, the Parties hereto may agree in writing to reasonable extensions of time to carry out any of the provisions of the Settlement Agreement. 4. This Agreement was entered into after substantial good faith, arms-length negotiations between the Parties and their counsel. This Agreement has been entered into without any coercion and under no duress. The Parties acknowledge and agree that all Parties had an equal hand in drafting this Settlement Agreement so that it shall not be deemed to have been prepared or drafted by one party to this Agreement or the other. 5. This Agreement (including all Exhibits hereto) sets forth the entire agreement of the Parties with respect to its subject matter and supersedes any and all other prior agreements and all negotiations leading up to the execution of this Agreement, whether oral or written, regarding the subjects covered herein. The Parties MOU is deemed to be merged with and superseded by this Agreement, and this Agreement shall govern exclusively. The Parties acknowledge that no representations, inducements, warranties, promises, or statements relating to the subjects covered herein, oral or otherwise, have been made by any of the Parties that are not embodied or incorporated by reference herein. 6. This Agreement may not be modified or amended except in a writing signed by all signatories hereto or their successors in interest. 7. This Settlement Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, successors and assigns, and 59

60 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 60 of 86 PageID: upon any corporation, partnership or other entity into or with which any Party hereto may merge, combine or consolidate. 8. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument, and facsimile signatures and/or pdf signed copies may be accepted as originals for any and all purposes of executing this Agreement. 9. The waiver by any Party of any breach of this Agreement shall not be deemed or construed as a waiver of any other breach, whether prior, subsequent, or contemporaneous, of this Agreement. 10. The terms of this Settlement Agreement shall be governed, construed, enforced, and administered in accordance with the internal laws of the State of New Jersey, without regard to conflict of law principles. 11. The headings contained in this Settlement Agreement are for convenience and reference purposes only, and shall not be given weight in its construction. 12. Any issues arising out of or relating to this Settlement Agreement that cannot be resolved by the Parties and/or Class Counsel and/or the Claims Administrator shall be submitted to the Court, the Hon. Claire C. Judge Cecchi, U.S. District Judge, Presiding, which shall retain jurisdiction over this Action for the limited purposes of: (i) resolving any issues relating to enforcement or interpretation of this Agreement including any and all issues relating to payment of administration costs, litigation costs, attorneys fees and/or distributions to Participating Claimants and (ii) to select a charity or non-profit organization pursuant to Section V, Paragraph 14, of this Agreement, if necessary. The Court shall not retain jurisdiction of this Action for any other reason or purpose. Under no circumstances shall the Court have authority to increase payments owed by Prudential or to increase the Gross Settlement Amount. 60

61 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 61 of 86 PageID: Any notices, requests, demands, or other communications required or permitted to be given pursuant to this Settlement Agreement, other than notice to Notice Recipients, shall be in writing and mailed as follows: (1) to Class Counsel: John Halebian, Lovell Stewart Halebian Jacobson LLP, 420 Lexington Avenue, Suite 2440, New York, New York 10170, telephone , and (2) to Prudential and counsel for Prudential, to the attention of David B. Ross and Lorie E. Almon, Seyfarth Shaw LLP, 620 8th Avenue, 32nd Floor, New York, NY 10018, (212) , at and 14. No Person shall have any claim against Class Counsel, the Claims Administrator, or counsel for Prudential based on the payments made or other actions taken substantially in accordance with this Agreement or further orders of the Court. 15. Prudential agrees not to take any adverse action against any Named Plaintiff in retaliation for acting as a class representative or against any Participating Claimant. 16. The Parties (i) acknowledge that it is their intent to consummate this Agreement; and (ii) agree to cooperate to the extent reasonably necessary to effect and implement all terms and conditions of this Agreement and to exercise their best efforts to accomplish the foregoing terms and conditions of this Agreement. 17. All Confidential Material or Confidential Litigation Material within the meaning of the Discovery Confidentiality Order ( Protective Order ) filed in the Action on April 26, 2007 shall be returned to the party producing such material ( Producing Party ) by the party to which said material was delivered ( Receiving Party ) within forty-five (45) days after the Settlement Effective Date, or, if the Receiving Party chooses to maintain such information, it shall notify the Producing Party; and no later than at the end of three years and six months following the 61

62 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 62 of 86 PageID: Settlement Effective Date, the Receiving Party shall return to the Producing Party, or destroy, at the Receiving Party s election, all documents containing Confidential Material or Confidential Litigation Material (as defined in the Protective Order), including all copies of such documents which may have been made, but not including any notes or other attorney work product that may have been placed thereon by a Qualified Person, as that term is defined in the Protective Order; however, as to such Confidential Material or Confidential Litigation Material claimed to contain attorney work product, upon the Producing Party s request, all such documents shall be destroyed by the Receiving Party. Each Party shall pay for all costs associated with its return or destruction of documents. In the event of destruction of documents, the Receiving Party shall provide the Producing Party with a certification of destruction within ten (10) days of destruction. 18. Each Person executing this Agreement or any of its exhibits on behalf of any Settling Party hereby warrants that he or she has the full authority to do so. Dated: June, 2017 LOVELL STEWART HALEBIAN JACOBSON LLP By: As Class Counsel Dated: June, 2017 WINNE, BANTA, BASRALIAN & KAHN, P.C. By: As Class Counsel Dated: June, 2017 LAW OFFICES OF JOHN M. KELSON By: 62

63 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 63 of 86 PageID: Settlement Effective Date, the Receiving Party shall return to the Producing Party, or destroy, at the Receiving Party's election, all documents containing Confidential Material or Confidential Litigation Material (as defined in the Protective Order), including all copies of such documents which may have been made, but not including any notes or other attorney work product that may have been placed thereon by a Qualified Person, as that term is defined in the Protective Order; however, as to such Confidential Material or Confidential Litigation Material claimed to contain attorney work product, upon the Producing Party's request, all such documents shall be destroyed by the Receiving Party. Each Party shall pay for all costs associated with its return or destruction of documents. In the event of destruction of documents, the Receiving Party shall provide the Producing Party with a certification of destruction within ten (10) days of destruction. 18. Each Person executing this Agreement or any of its exhibits on behalf of any Settling Party hereby warrants that he or she has the full authority to do so. Dated: June (A 2017 & LOVELL STEWART HALEBIAN JACOBSON LLP Dated: June^,2017 WINNE, BANTA, BASRALIAN & KAHN, P.C. By: AfpAwtfK Kx tfttj As Class Counsel AX\. Dated: June LAW/OFFICES OF JOHN Mc KELSON By: b^ v3 62

64 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 64 of 86 PageID: As Class Counsel Dated: JuneiX.2017 Dated: June^d,2017 2T2 JERRY K. CIMMET By -=/y /?. ~ /: A L' i t' As'Qa^s Counsel KESSLER TOPAZ MELTZER & CHECK, LI Dated: June,2017 THE PRUDENTIAL INSURANCE COMPANY OF AMERICA and PRUDENTIAL FINANCIAL, INC. By: Caroline Feeney Senior Vice President The Prudential Insurance Company of America V.3 63

65 2017 By: Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 65 of 86 PageID: As Class Counsel Dated: June_, 2017 JERRY K. CIMMET As Class Counsel Dated: June, KESSLER TOPAZ MELTZER & CHECK, LLP By: As Class Counsel Dated: June 2017 THE PRUDENTIAL INSURANCE COMPANY OF ERICA and / PRUDENTIAY ANCIN/ By: / fl J]At/ irnefeeneyj The Prudential Insurance Company of America 394$0782v.3 63

66 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 66 of 86 PageID: 17700

67 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 67 of 86 PageID: 17701

68 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 68 of 86 PageID: 17702

69 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 69 of 86 PageID: 17703

70 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 70 of 86 PageID: Dated: June r ~"5/- ///7,<1) t/.- diji 5"57 ~tf 6i) v.2 68

71 Case 2:06-cv CCC-MF Document Filed 06/30/17 Page 71 of 86 PageID: 17705