NOTICE OF SETTLEMENT FOR MEMBERS OF THE FLSA SETTLEMENT CLASS UNITED STATES DISTRICT COURT, EASTERN DISTRICT OF PENNSYLVANIA

NOTICE OF SETTLEMENT FOR MEMBERS OF THE FLSA SETTLEMENT CLASS UNITED STATES DISTRICT COURT, EASTERN DISTRICT OF PENNSYLVANIA IN RE: FOOT LOCKER, INC. FAIR LABOR STANDARDS ACT (FLSA) AND WAGE AND HOUR LITIGATION, 11-MDL-02235-JCJ OFFICIAL COURT NOTICE IMPORTANT PLEASE READ CAREFULLY YOU MAY BE ENTITLED TO RECEIVE MONEY FROM THIS CLASS ACTION SETTLEMENT AND YOUR RIGHTS WILL BE AFFECTED BY IT. IF SO, YOU ARE NOT REQUIRED TO TAKE ANY FURTHER ACTION TO PARTICIPATE IN THE SETTLEMENT AND RECEIVE COMPENSATION. 1. Why is this Notice being sent? This Notice is to inform you of a class action settlement in the following cases: In re: Foot Locker, Inc. Fair Labor Standards Act (FLSA) and Wage and Hour Litigation, 11-MDL-02235-JCJ (E.D. Pa.); Francisco Pereira v. Foot Locker, Inc.; Does 10-10, inclusive, No. 07-cv-02157; Marissa Smith v. Foot Locker, Inc., Foot Locker Retail, Inc., and Does 1-10, No. 10-cv-12233; Joann Hernandez and Marissa Maguire v. Foot Locker, Inc., Foot Locker Retail, Inc. and Does 1-10, No. 10-cv-06789; Damita Kennedy v. Foot Locker, Inc., Foot Locker Retail, Inc. and Does 1-10, No. 10 cv-00570; Hallie Brown, David Cheatham, Jr., Eric Guzman, and Edward Woo v. Foot Locker, Inc., Foot Locker Retail, Inc. and Does 1-10, No. 11-cv-02731( the Brown Action ) (collectively, the FLSA Litigation ); and Jennifer Hill, Matthew Knighton, and Andre Moore v. Foot Locker, Inc. and Does 1-10, Civil Action No. 08-CH-39148 (Cir. Ct. of Cook Cnty., Ill.) ( Illinois State Action ) (with the FLSA Litigation, Joint Litigation ). On March 2, 2010, a Notice of Class Action Lawsuit Against Foot Locker, Inc. and Foot Locker Retail, Inc. ( Foot Locker ) 1 was mailed to you. In response, you submitted a Consent to Sue Form. The FLSA Litigation has settled, and because you are a FLSA Settlement Class Member, you are receiving this Notice. 2. Description of the FLSA Litigation On May 25, 2007, Francisco Pereira ( Pereira ), an hourly retail employee of Foot Locker filed a class and collective action complaint ( Complaint ) against his employer under the Fair Labor Standards Act, as amended, 29 U.S.C. 201 et. seq., ( FLSA ) and Pennsylvania state wage and hour law in the United States District Court for the Eastern District of Pennsylvania (the Court ). In his Complaint, Mr. Pereira alleges that Foot Locker failed to pay him, and other similarly situated non-exempt employees, including sales associates, stock persons and cashiers for: (i) the minimum wage for all hours worked; (ii) overtime wages at the rate of one and one-half times the employee s regular rate for all hours worked in excess of forty (40) hours in any given workweek; and (iii) all wages, including overtime pay, within the required pay period. In addition, employees in other Foot Locker retail stores initiated four other representative actions against Foot Locker in both state and federal court throughout the country alleging similar claims as those asserted in Pereira. These cases were consolidated with Pereira as part of the FLSA Litigation, and are currently pending before the Honorable J. Curtis Joyner in the United States District Court for the Eastern District of Pennsylvania. Shortly before the Pereira action commenced, Argenis Cortes, Carmel Smith, and Ceham Mohamed, on behalf of themselves and other employees similarly situated within the State of New York, commenced an action against Foot Locker in the Southern District of New York ( Cortes Action ) alleging New York state claims and FLSA claims, some of which are similar to those alleged in the FLSA Litigation. On December 7, 2009, the Court granted Cortes request to intervene in the FLSA Litigation for all purposes. On October 17, 2008, Plaintiffs Jennifer Hill, Matthew Knighton, and Andre Moore ( Hill Plaintiffs ), on behalf of themselves and all other Foot Locker employees similarly situated within the State of Illinois, commenced the Illinois State Action against Foot Locker in the Circuit Court of Cook County, Illinois, to recover all unpaid wages and overtime compensation pursuant to the Illinois Minimum Wage Law and the Illinois Wage Payment and Collection Act. In their Complaint, the Hill Plaintiffs allege that 1 ( Defendants or Foot Locker means Foot Locker, Inc. and Foot Locker Retail, Inc., and their current, former, and future affiliates, including, without limitation, their parents, subsidiaries, and related entities, predecessors, successors, divisions, joint ventures and assigns, and each of these entities past or present directors, officers, employees, partners, members, principals, agents, insurers, co-insurers, re-insurers, shareholders, attorneys, and personal or legal representatives, in their individual and corporate capacities.) QUESTIONS? PLEASE CALL 888-670-1686 TOLL FREE. Page 1 of 5

Foot Locker failed to pay them, and other similarly situated hourly retail employees, including but not limited to employees with the job titles of sales associate, sales clerk, stock person and/or cashier (collectively Illinois Retail Employees ): (i) the minimum wage for all hours worked; (ii) overtime wages at the rate of one and one-half times the employee s regular rate for all hours worked in excess of forty (40) hours in any given workweek; and (iii) all wages, including overtime pay, within the required pay period. On May 13, 2011, the Circuit Court of Cook County granted the Hill Plaintiffs Motion for Class Certification. At the Parties request, on December 10, 2014, the Court granted leave for Pereira to amend his Complaint for purposes of including the Hill Plaintiffs and the claims pending in the Illinois State Action. Foot Locker denied and continues to deny any liability or wrongdoing, and denies any and all liability and damages to anyone with respect to the alleged facts or causes of action asserted in the Joint Litigation. Foot Locker also continues to assert general and affirmative defenses. Notwithstanding its position that it has acted in full compliance with applicable law, and that there is no merit to any of the Plaintiffs claims, Foot Locker recognizes the risks and costs as well as the uncertainties of further litigation. The Parties have reached an agreement to settle the Joint Litigation ( Settlement ), which is subject to approval by the Court. Settlement of the Joint Litigation was reached as a result of extensive, arms-length negotiations between the Parties. Specifically, the Parties participated in two formal mediation sessions with Mr. Michael E. Dickstein of Dickstein Dispute Resolution, and protracted subsequent settlement negotiations. The purpose of this Notice is to inform you of the terms of the Settlement, and of your rights and options in connection with it. If approved, the Settlement will resolve all claims in the Joint Litigation as described and defined in the Joint Stipulation and Settlement Agreement ( Settlement Agreement ). 3. Who is affected by the Proposed Settlement? The Settlement affects all hourly Foot Locker employees who worked for Foot Locker in a position below the level of an assistant store manager for at least one hour in the United States any time between March 2, 2007 through March 2, 2010 as non-exempt employees including, but not limited to, sales associates, stock associates and cashiers ( Retail Employees ) and (1) filed a FLSA Consent Form to participate in the FLSA Litigation; and (2) did not withdraw his or her FLSA Consent Form prior to the execution of the Settlement Agreement. This Settlement also affects all hourly Foot Locker employees who worked for Foot Locker in Illinois at any time between October 17, 2005 through May 13, 2011 as Illinois Retail Employees as defined above and in the Settlement Agreement, and did not timely request exclusion from the Illinois State Action prior to May 7, 2012. If you meet these criteria, you will be deemed a Participating Class Member, and will receive a monetary payment as described in the Settlement Agreement, and discussed below. 4. What are my options? You have three (3) options with regard to this Settlement. You can: (1) do nothing; (2) object to the Settlement; or (3) request to be excluded from the Settlement by submitting an Election to Opt Out of Settlement and Class Action Form ( Election to Opt Out Form ). Details about each option and how it will affect your rights under the law are explained below. 5. What are the terms of the Proposed Settlement? Pursuant to the Settlement, Foot Locker will pay Seven Million, One Hundred Fifty Thousand U.S. Dollars and Zero Cents ($7,150,000.00) (the Settlement Consideration ) to settle the Joint Litigation. The Settlement Consideration will be deposited into a Settlement Fund, and will cover all payments to Participating Class Members, as well as attorneys fees and reasonable litigation costs, and Enhancement Payments (as described below). After deduction of the foregoing from the Settlement Consideration, the remainder will be the Net Settlement Amount. The Net Settlement Amount will be divided by the total number of Compensable Work Hours. This calculation will produce an hourly factor, which then will be multiplied by each Participating Class Member s individual Compensable Work Hours to calculate each individual s Gross Settlement Payment. If the Settlement is approved by the Court, and you meet the criteria described in Section 3 above, you will be entitled to a Gross Settlement Payment, unless you choose to opt out of the Settlement. The Parties estimate that the minimum recovery for each Class Member will be approximately $0.51 per Compensable Work Hour. The Claims Administrator will make all legally mandated payroll deductions from any payments paid to you, and mail you a Net Settlement Payment, as set forth in the Settlement Agreement. QUESTIONS? PLEASE CALL 888-670-1686 TOLL FREE. Page 2 of 5

In addition, Class Counsel will seek Court approval of Enhancement Payments to the following individuals in recognition of the roles they played in the prosecution and resolution of the Joint Litigation: (i) Named Plaintiffs in Pereira and Hill, in the amount of Ten Thousand Dollars ($10,000.00); (ii) Named Plaintiffs who were deposed, excluding the Named Plaintiffs in Pereira, Hill, and the Cortes Named Plaintiffs and Opt-In Plaintiffs, in the amount of Five Thousand Dollars ($5,000.00); (iii) Named Plaintiffs who were not deposed, excluding the Named Plaintiffs in Pereira, Hill, and the Cortes Named-Plaintiffs and Opt-In Plaintiffs, in the amount of Two Thousand Five Hundred Dollars ($2,500.00); (iv) Declarants who were not a Named Plaintiff, but were deposed, in the amount of One Thousand Dollars ($1,000.00); (v) Declarants who were not a Named Plaintiff and were not deposed, in the amount of Five Hundred Dollars ($500.00); and (vi) Sample Opt In Plaintiffs who were served, and responded to, discovery from Foot Locker as a Sample Opt In Plaintiff, but had no Compensable Work Hours for the Applicable Class Period, in the amount of One Hundred Dollars ($100.00). Participating FLSA Settlement Class Members will fully and finally release claims arising under the FLSA and any and all state law claims of whatever kind, whether in law or equity, sounding in tort, contract, statute or other applicable law, including common law, whether known or unknown, for any type of wages, premium pay, damages, statutory damages, penalties, attorneys fees and costs, restitution, or equitable relief arising out failure to pay for all hours worked and any statutory overtime premium pay rate accrued during the period beginning on September 15, 2006 and ending on December 9, 2014. These include but are not limited to claims arising under: Alaska Stat. 23.10.060, 23.10.065(a); Ariz. 23-363-3(b); Ark. Code Ann. 11-4-211, 11-4-203; Cal. Lab. Code 510-512 et seq., Cal. Lab. Code 1182.12, 1197; 7 Colo. Code Regs. 1103-1; Conn. Gen. Stat. Ann. 31-58; 31-76b and 31-76c; 19 Del. C. 902(a); D.C. Code Ann. 32-1003(a)(c); Haw. Rev. Stat. 387 et seq.; Idaho C. 44-1502(1); 820 Ill. Comp. Stat. 105/3(d), 105/4a, 56 Ill. Admin. Code 210.100, 210.420; Ind. Code Ann. 22-2-2-4; Iowa Code 91D.1(1)(a); Kan. Stat. Ann. 44-1203 and 1204, Ky. Rev. Stat. Ann. 337.275(1); 337.285; 26 Me. Rev. Stat. Ann. 664(1)(3); Md. Code Ann., Lab & Empl. 3-413, 415, 420; Mass. Gen. Laws ch. 149 148, Mass. Gen. Laws ch. 151 1; Mich. Comp. Laws 408.384a; Minn. Stat. Ann. 177.25; Mo. Rev. Stat. 290.500 et seq.; Mont. Code Ann. 39-3-405 et seq.; Neb. Rev. Stat. Ann. 48-1203(1)(d); Nev. Rev. Stat. Ann. 608.018; 608.250; N.H. Rev. Stat. Ann. 279.21 and 29; N.J. Stat. Ann. 34:11-56(a), et seq., N.J. Admin. Code 12:56-5.2, 653.261; N.M. Stat. Ann. 50-4-22(a)-(d); N.Y. Labor Law 160(3), N.Y. Lab. Law 650 et seq.; N.Y. Labor Law 190 et seq.; 12 N.Y. Comp. Codes R. & Regs. 142-2-2; N.C. Code 95-25; N.D. Admin Code 46-02-07-02(4); N.D. Cent. Code 34-06-22; Ohio Rev. Code Ann. 4111.03; Okla. Stat. Ann. tit. 40 197.2; Or. Rev. Stat. 653.025 and 261 et seq.; 43 Pa. Stat. Ann. 333.104, et seq., 34 Pa. Code 231.41; R.I. Gen. Laws. 28-12-3 and 4.1; S.D. Codified Laws 60-11-3; Tex. Lab. Code 62.051; Utah Code Ann. 34-40-104; Va. Code Ann. 40.1-28.10; Ann. Rev. Code Wash. 49.46 et seq; W.Va. Code 21-5C; Wis. Admin. Code Dep t of Workforce Dev. 272.03 and 274.03; and any statutes and/or regulations promulgated thereunder regarding failure to pay for all hours worked and any statutory overtime premium pay. Participating FLSA Settlement Class Members who worked in California, will also fully and finally release any state law claims, causes of action, demands, damages, or liabilities, whether known or unknown, for unpaid wages or other compensation, and/or related penalties, interest, costs, attorneys fees, punitive damages, and/or injunctive or other equitable remedies, allegedly owed or available, whether in law or equity, sounding in tort, contract, statute, or other applicable law, arising out of or related to any of the claims or allegations asserted, or which could have been asserted in the Brown Action that Foot Locker: (1) subjected its employees to uncompensated off-the-clock work; (2) failed to pay required straight time and/or overtime; (3) failed to pay the legally-mandated minimum wage; (4) failed to provide required rest breaks and/or meal periods; (5) failed to pay earned and unpaid wages at the time of termination; (6) failed to keep accurate records of hours worked; (7) failed to provide semi-monthly itemized statements of total hours worked and applicable hourly rates; and/or (8) in engaging in any or all of the aforementioned conduct, violated, or is liable under, the California Labor Code, including, but not limited to, sections 201, 202, 203, 204, 210, 218.5, 218.6, 221, 226, 226.3, 226.7, 256, 510, 512, 558, 1174, 1174.5, 1194, 1194.2, 1197, 1198, 2698 et seq., Cal. Code tit. 8 section 11070 (California Wage Order 7-2001), and the California Business & Professions Code section 17200, et. seq. Each Participating FLSA Settlement Member who worked in California agrees to waive the benefits and rights of any statute, rule, doctrine, or common law principle of any jurisdiction whatsoever that provides that a general release does not extend to unknown claims, including, without limitation, the provisions, rights and benefits afforded by section 1542 of the California Civil Code, which provides: A general release does not extend to claims which the creditor [in this case, the Participating FLSA Settlement Class Member] 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 [in this case, Foot Locker]. Participating FLSA Settlement Class Members who are also Cortes Named Plaintiffs and Opt-In Plaintiffs, as defined in the Settlement Agreement, release only their claims arising under the FLSA during the Relevant Class Period when they worked in a position within the FLSA Settlement Class, and do not release any claims in the Cortes Action, including any claims under the FLSA for time worked as an assistant manager or any claims under New York Labor Laws asserted in the Cortes Action. Nothing in the Settlement Agreement shall be construed or operate as a release, waiver, bar, and/or offset of any claims, monetary demands, recoveries, awards, judgments, and/or settlement proceeds of the Cortes Named Plaintiffs and Opt In Plaintiffs in the Cortes Action not specifically released herein. QUESTIONS? PLEASE CALL 888-670-1686 TOLL FREE. Page 3 of 5

Nothing herein or in the Settlement Agreement is intended to release, waive, bar, and/or offset any monetary demands, recoveries, judgments, attorneys fees claims, or awards in the Cortes Action. Participating Illinois Settlement Class Members will fully and finally release any and all state law claims of whatever kind, whether in law or equity, sounding in tort, contract, statute or other applicable law, whether known or unknown, for any type of wages, premium pay, damages, statutory damages, penalties, attorneys fees and costs, restitution, or equitable relief arising out of or related to any of the claims or allegations asserted, or which could have been asserted, in the Illinois State Action that accrued during the period beginning on October 17, 2005 and ending on December 9, 2014. 6. Who represents the Settlement Classes? For more information about the settlement, visit www.footlockerotsettlement.com. If you have any questions concerning the Settlement, you should contact one of the Class Counsel attorneys listed below: Peter A. Muhic James Maro Monique Myatt Galloway KESSLER TOPAZ MELTZER & CHECK, LLP 280 King of Prussia Road Radnor, PA 19087 (610) 667-7706 Judith P. Broach Amy F. Shulman BROACH & STULBERG, LLP One Penn Plaza, Suite 2016 New York, NY 10119 (212) 268-1000 7. How will the attorneys for the Settlement Classes be paid? Class Counsel s fees and costs will be paid from the Settlement Fund. Lead Class Counsel will seek an award of attorneys fees not to exceed 33⅓% of the Settlement Fund, or $2,383,333.33 and reimbursement of reasonable and necessary litigation costs. The actual amount of fees and expenses awarded will be determined by the Court. 8. How do I participate in the Settlement and what happens if I do? Since you have opted in to the Settlement, you do not need to take further action in order to participate in the Settlement. If the Court grants final approval of the Settlement, you will have agreed to be bound by all of the provisions of the Settlement, and to have fully and finally released Foot Locker from the Released Claims. If the Court approves the Settlement, you will receive a Net Settlement Payment calculated as described in Section 5 above. 9. No Retaliation Federal law prohibits employers from retaliating against employees who exercise their rights under federal wage and hour laws. In the event that you feel you have been threatened or retaliated against with respect to your participation in the Settlement, you should immediately contact one of the Class Counsel attorneys listed in Section 6 above. 10. What if I choose to object to the Settlement? You can object to the terms of the Settlement before final approval. However, if the Court approves the Settlement, you may still be bound by the terms of the Settlement. You may both object to the Settlement and participate in it. To object, you must send a letter or other writing stating that you object to the Settlement in In re: Foot Locker, Inc. Fair labor Standard Act (FLSA) and Wage and Hour Litigation, No. 11-MDL-02235-JCJ. Be sure to include your name, address, telephone number, location of the store where you were employed, signature, and a full explanation of the reasons why you object to the Settlement. Your written Objection must be sent to the counsel listed in Section 6 above, and must be postmarked no later than March 9, 2015. You must also mail your Objection to the Clerk of the Court of the United States District Court for the Eastern District of Pennsylvania no later than March 9, 2015. The address is: Clerk of the Court United States District Court for the Eastern District of Pennsylvania 601 Market Street Philadelphia, Pennsylvania 19103 QUESTIONS? PLEASE CALL 888-670-1686 TOLL FREE. Page 4 of 5

Any attorney who intends to represent an individual Class Member objecting to the Settlement, and any Class Member who wishes to proceed pro se (i.e., to represent him or herself and not be represented by Class Counsel) must file a notice of appearance with the Court on or before March 9, 2015. If you do not object in the manner described above, you shall be deemed to have waived any objections, and shall forever be foreclosed from objecting to the fairness or adequacy of the Settlement, the payment of attorneys fees, litigation costs, Enhancement Payments, the claims process, and any and all other aspects of the Settlement. 11. What if I choose to exclude myself or Opt Out of the Settlement? You may request to be excluded from the Settlement by submitting an Election to Opt Out Form to the Claims Administrator. If you exclude yourself, you will not receive any monetary payment from the Settlement Fund. You will, however, retain the right to assert any claims you may have against Foot Locker. To exclude yourself from the Settlement, you must complete, sign, date, and return the enclosed Election to Opt Out Form by mailing it to the Claims Administrator, postmarked no later than March 9, 2015. The envelope containing your completed, signed, and dated Election to Opt Out Form must be postmarked on or before March 9, 2015. If you Opt Out, you will not be subject to the Released Claims set forth in the Settlement Agreement, and you will not receive any monies under this Settlement. 12. What if I do nothing? If you do nothing, you will participate in the Settlement, receive a monetary payment, and release claims against Foot Locker as described in the Settlement Agreement, and discussed in Section 5 above. 13. Tax Implications For income and payroll tax purposes, 75% of each Gross Settlement Payment to Participating Class Members shall be deemed payment in settlement of claims for unpaid wages (which shall be subject to required withholdings and deductions and be reported as wage income as required by law), and 25% of each Gross Settlement Payment shall be deemed payment in settlement of claims for liquidated damages/penalties and interest (which shall not be subject to required withholdings and deductions and shall be reported as non-wage income as required by law). To the extent the Settlement Payments are deemed payment of unpaid wages, they (a) shall be subject to required withholdings and deductions by the Claims Administrator; and (b) shall be reported in the year of payment as wage income to the Participating Claimant on a Form W-2 issued by the Claims Administrator and such other state or local tax reporting forms as may be required by law. One hundred percent (100%) of Enhancement Payments shall be non-wage payments not subject to payroll withholdings and deductions. Foot Locker and Class Counsel make no representations as to the taxability of any payments pursuant to the Settlement Agreement. If you have any questions regarding the tax treatment of any payments pursuant to the Settlement, you should consult your own tax advisor. 14. Final Approval Hearing The Court will hold a Final Approval Hearing on the fairness and adequacy of the Settlement, the plan of distribution, Lead Class Counsel s request for attorneys fees and costs, the Administrative Costs, and the Enhancement Payments on May 28, 2015 at 10:00 a.m. before the Honorable J. Curtis Joyner of the United States District Court for the Eastern District of Pennsylvania, located at 601 Market Street, Philadelphia, Pennsylvania 19103. The Final Approval Hearing may be continued or adjourned without further notice to Class Members. If you wish to attend, you should confirm the date of the Final Approval Hearing with counsel listed in Section 6 above. You are not required to appear at the hearing to participate in or opt out of the Settlement. If you so wish, you may be heard at that hearing by either appearing in person or through an attorney, but you must advise the Court in advance of your intention to appear. 15. Where can I get more information about the Settlement? For more information about the Settlement, or if you have any questions regarding the Settlement, you may contact the Claims Administrator at ILYM Group, Inc., P.O. Box 57087, Irvine, CA 92619; 1-888-670-1686 regarding the Foot Locker Wage and Hour Settlement. Class Counsel has also established an email address if you prefer to email your change of address or questions: footlockerotsettlement@ktmc.com. The full Settlement Agreement, important case documents, the information contained in this Notice, and a list of frequently asked questions related to the Settlement will be posted at: www.footlockerotsettlement.com. You may also contact the Class Counsel attorneys listed above. PLEASE DO NOT CONTACT THE COURT DIRECTLY ABOUT THIS MATTER. THE COURT CANNOT PROVIDE YOU WITH LEGAL ADVICE OR ANY OPINION REGARDING THE FLSA LITIGATION OR THE SETTLEMENT. QUESTIONS? PLEASE CALL 888-670-1686 TOLL FREE. Page 5 of 5