Stipulation,Agreement: MARTIN GONZALEZ VS. MATAGRANO INC. ET AL

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KENNETH H. YOON (State Bar No. 198443)
STEPHANIE E. YASUDA (State Bar No. 265480)
LAW OFFICES OF KENNETH H. YOON

One Wilshire Blvd., Suite 2200

Los Angeles, California 90017

Telephone: (213) 612-0988

Facsimile: (213) 947-1211

DOUGLAS HAN (State Bar No. 232858)
JUSTICE LAW CORPORATION

ELECTRONICALLY

FILED

Superior Court of California,
County of San Francisco

04/13/2017
Clerk of the Court
BY:JUDITH NUNEZ

411 N. Central Avenue, Suite 500 Deputy Clerk
Glendale, California 91203
Telephone: (818) 230-7502
Facsimile: (818) 230-7259
Attorneys for Plaintiffs Martin Gonzalez and Juan Perez
SUPERIOR COURT OF THE STATE OF CALIFORNIA
FOR THE COUNTY OF SAN FRANCISCO
MARTIN GONZALEZ; JUAN PEREZ Case No.: CGC-16-550494
individually and on behalf of all others similarl:
situated, and on behalf of aggrieved employees} Honorable Curtis E.A. Karnow
pursuant to the Private Attorneys General Act Department 304
(PAGA),
PLAINTIFFS’ NOTICE OF
Plaintiffs, SUBMISSION OF 2ND AMENDED
v. JOINT STIPULATION OF CLASS
ACTION SETTLEMENT AND
MATAGRANDO INC., an unknown RELEASE
corporation, and DOES 1 through 50,
inclusive,
7 Trial Date: No Date Set
Defendants. Complaint Filed: February 18, 2016

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PLAINTIFFS’ NOTICE OF SUBMISSION OF 2ND AMENDED JOINT STIPULATION OF CLASS ACTION

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TO THE COURT AND ALL COUNSEL OF RECORD:
NOTICE IS HEREBY GIVEN that in connection with Plaintiffs Martin Gonzalez and

Juan Perez’s Motion for Conditional Certification of Class and Preliminary Approval of Class
Action Settlement which was heard on February 22, 2017 as well as the supplemental papers
filed thereafter, counsel for Plaintiffs Martin Gonzalez and Juan Perez and Defendant
Matagrano Inc. attended a conference with the Court on April 5, 2017 in which the parties
agreed to amend the proposed Notice of Proposed Class Action Settlement and related matters.
Pursuant to this agreement, the parties have approved and signed the Second Amended Joint
Stipulation of Class Action Settlement and Release. A true and correct copy of the Second
Amended Joint Stipulation of Class Action Settlement and Release is attached hereto as
Exhibit A.

Plaintiffs hereby request that the Court preliminarily approve the settlement of
the above-entitled action in accordance with the Second Amended Joint Stipulation for Class

Action Settlement and Release.

Dated: April 12, 2017 LAW OFFICES OF KENNETH H. YOON

Kenneth Yoon
Attorneys for Plaintiff Martin Gonzalez

PLAINTIFFS’ NOTICE OF SUBMISSION OF 2ND AMENDED JOINT STIPULATION OF CLASS ACTION
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LUTTLER MENDELSON.
3H Bus Set

34th Flor
‘San Fronds, CA 94104
4154331900

KENNETH H. YOON, Bar No. 198443
STEPHANIE YASUDA, Bar No. 265480
LAW OFFICES OF KENNETH H. YOON
One Wilshire Blvd., Suite 2200

Los Angeles, CA 90017

Telephone: 213.612.0988

Fax No.: 213.947.1211

DOUGLAS HAN, Bar No. 232858
JUSTICE LAW CORPORATION
411 N. Central Avenue, Suite 500
Glendale, CA 91203

Telephone: 818.230.7502
Fax No.: 818.230.7259

Attorneys for Plaintiffs
MARTIN GONZALEZ and JUAN PEREZ

GEORGE J. TICHY, II, Bar No. 041146

MICHELLE R. BARRETT, Bar No. 197280

LISA LIN GARCIA, Bar No. 260582
PAUL E. GOATLEY, Bar No. 305606
LITTLER MENDELSON, P.C.

333 Bush Street

34th Floor

San Francisco, CA 94104
Telephone: 415.433.1940
Fax No.: 415.399.8490

Attorneys for Defendant
MATAGRANO INC.

SUPERIOR COURT OF CALIFORNIA

COUNTY OF SAN FRANCISCO

MARTIN GONZALEZ; JUAN PEREZ,
individually and on behalf of all others
similarly situated, and on behalf of
aggrieved employees pursuant to the
Private Attorneys General Act (PAGA),

Plaintiffs,
v.
MATAGRANO INC., an unknown
corporation, and DOES | through 50,
inclusive,

Defendants.

Case No. CGC-16-550494

Honorable Curtis E.A. Karnow
Department 304

SECOND AMENDED JOINT
STIPULATION OF CLASS ACTION
SETTLEMENT AND RELEASE

Trial Date: No Date Set
Complaint Filed: February 18, 2016

SECOND AMENDED JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

EXHIBIT Akw N

28

LUTTLER NENDELSON. PC.
‘283 Buch Steet

‘th Flor
San Francia, CA 94108
115433 1980

This Second Amended Joint Stipulation of Class Action Settlement and Release
(referred to herein as either the “Settlement” and/or “Settlement Agreement”) is made and entered
into by and between Plaintiffs MARTIN GONZALEZ (“Gonzalez”) and JUAN PEREZ (“Perez”)
(together, “Plaintiffs”), as individuals and on behalf of all others similarly situated, and Defendant
MATAGRANO INC. (“Defendant” or “Matagrano”) (collectively with Plaintiffs, “Parties”).

DEFINITIONS
The following definitions are applicable to this Settlement:

1. “Action” means Gonzalez v. Matagrano, Inc., No. CGC-16-550494 pending in San Francisco
County Superior Court filed on February 18, 2016 and all operative complaints. on-file therein,
including the First Amended Complaint filed on or about December 5, 2016.
2. “Attorneys’ Costs” means attorneys’ costs agreed upon by the Parties and approved by the
Court for Class Counsel’s litigation and resolution of the Action incurred and to be incurred by Class
Counsel in the Action, including but not limited to, costs ‘associated with documenting the
Settlement, providing any notices required as part of the Settlement or Court order, securing the
Court’s approval of the Settlement, working with the Settlement Administrator to facilitate the
Settlement, obtaining entry of a Judgment terminating the Action, and expenses for any experts.
3. “Attorneys’ Fees” means attorneys’ fees agreed upon by the Parties and approved by the
Court for Class Counsel’s litigation and resolution of the Action, including but not limited to, fees
associated with documenting the Settlement, providing any notices required as part of the Settlement
or Court order, securing the Court’s approval of the Settlement, working with the Settlement
Administrator to facilitate the Settlement, obtaining entry of a Judgment terminating the Action, and

expenses for any experts.

4, “Class Counsel” means the Law Offices of Kenneth H. Yoon and the Justice Law
Corporation.
5, “Class List” means a complete list of all Class Members that Defendant will compile from

their records and provide to the Settlement Administrator within twenty (20) business days after
Preliminary Approval of this Settlement has been entered. The Class List will include each Class

Member’s full name; last known mailing address and telephone number; Social Security number;
2. Case No. CGC-16-550494

SECOND AMENDED JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

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LUTILER MENDELSON, PC,
‘33 Bush Steet

hh Floor
SenFranceco, CA 94104
15435 1840

dates of employment; dates of employment as a Class Member; and Individual Gross Pay Earned.

6. “Class” and “Class Member(s)” mean all persons who were employed by Defendant in
California in one or more Covered Position(s) during the Class Period,

7. “Class Period” means the period from February 18, 2012 through the date Preliminary
Approval of this Settlement has been entered.

8. “Class Representatives” means Plaintiffs Martin Gonzalez and Juan Perez.

9. “Class Representative Enhancement Payments” means the amounts to be paid to Plaintiffs in
recognition of their effort and work in prosecuting the Action on behalf of Class Members, and for
Gonzalez, his general release of claims.

10. “Court” means the San Francisco County Superior Court or any other court taking
jurisdiction of the Settlement,

11. | “Covered Position(s)” means any of the following hourly positions: (1) ball park;
(2) breakage; (3) building maintenance; (4) dock; (5) draught line cleaner; (6) draught technician;
(7) driver; (8) driver helper; (9) driver part-time; (10) driver-SF; (11) driver-SM; (12) line cleaner;
(13) loader; (14) loader — lead; (15) loading & receiving; (16) merchandiser; (17) merchandiser-SF;
(18) merchandiser-SM; (19)POS merchandiser; (20) purchasing; (21) receiving & _ strip.;
(22) routing; (23) shelf set merchandiser; (24) shipping & receiving within the driver and warehouse
departments; (25) special event coordinator; (26) strip; (27) warehouse; (28) warehouse night loader;
(29) warehouse part-time; (30) warehouse stripper; or (31) weekend merchandiser.

12. “Defendant” means Defendant Matagrano Inc.

13. “Effective Date” shall be when Final Approval of the Settlement can no longer be appealed
by an objector, or in the absence of any objections (or if all objections are withdrawn with Court
approval by the time of the Final Approval hearing), five (5) calendar days following entry of Final
Approval. If objections are heard by the Court and overruled, and no appeal is taken of the
Judgment by an objector, then the Effective Date shall be sixty-five (65) calendar days after notice
of entry of Judgment. If any appeal is taken from the Court’s overruling of any objections to the
Settlement, then the Effective Date shall be ten (10) calendar days after all appeals are withdrawn or

after an appellate decision affirming the Final Approval and Judgment becomes final.
3. Case No. CGC-16-550494

SECOND AMENDED JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

EXHIBIT A1 | 14. “Final Approval” means the Court’s Order granting final approval of the Settlement.

2] 15. “Individual Gross Pay Earned” means the total gross pay earned by an individual Class
3 | Member while working in one or more of the Covered Position(s) during the Class Period.

4] 16. “Individual Settlement Payment” means each Settlement Class Member’s respective share of
5 | the Net Settlement Amount.

6 | 17. “LWDA” means the California Labor and Workforce Development Agency.

7 | 18. “Net Settlement Amount” means the portion of the Settlement to be distributed to Settlement
8 | Class Members.

9-1 19... “Notice of Dispute” means a Class Member’s valid and timely written notice disputing the
0 | information contained in the Notice Packet.

11 | 20. “Notice of Objection” means a Class Member’s valid and timely written objection to the
12 | Settlement.

13 | 21. “Notice Packet” means the Notice of Class Action Settlement, substantially in the form
14 | attached as Exhibit A.

15 } 22. “PAGA” means the Labor Code Private Attorneys General Act of 2004, California Labor
16 | Code section 2698, ef seq.

17 | 23. | “PAGA Settlement Amount” means the amount the Parties agree is reasonable, subject to
18 | Court approval, to settle allegations pursuant to PAGA.

19 || 24. “Parties” means Plaintiffs and Defendant collectively.

20 | 25. “Plaintiffs” means Plaintiffs Martin Gonzalez and Juan Perez.

21 | 26. “Preliminary Approval” means the Court’s Order granting preliminary approval of the
22 || Settlement.

23 i 27. “Released Claims” means any and all claims, debts, rights, demands, obligations or liabilities
24 || of every nature and description, whether known or unknown, for damages, penalties, liquidated
25 || damages, punitive damages, interest, attorneys’ fees, litigation costs, restitution, or equitable relief
26 | alleged, in whole or in part, in the Action arising during the Class Period while a member of the
27 | Class, including without limitation: (i) all claims for meal and rest period violations and premiums |

28 | pursuant to California Labor Code sections 226.7, 512, 558 or 2699 or applicable Industrial Welfare

UTLERENOELSON PC. 4. Case No. CGC-16-550494
sure 900 SECOND AMENDED JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

EXHIBITAUTTLER MENDELSON, P.
‘383 Bush Stoot
34 Flot
Son Francisco, CA 94104
415 433.1940

Commission (“IWC”) Wage Order(s); California Code of Regulations, title 8, §§ 11040, 11090;
(ii) all claims for unpaid minimum, straight time and overtime wages pursuant to California Labor
Code sections 510, 515, 558, 1194, 1194.2, 1197, 1197.1, 1198, applicable !WC Wage Order(s), or
California Code of Regulations, title 8, §§ 11040, 11090; (iii) all claims for failure to timely pay
wages within the appropriate time period, including upon termination, pursuant to California Labor
Code sections 201 through 204, 210 or 1194.5; (iv) all claims for inaccurate or improper itemized
wage statements, including failure to maintain such records, pursuant to California Labor Code
sections 226, 226.3, 1174, 1175, applicable WC Wage Order(s), or California Code of Regulations,
title 8, §§ 11040, 11090; (v) all incorporated or related claims arising out of the preceding alleged
violations pursuant to California Business and Professions Code sections 17200, et seq.; and (vi) all
claims for PAGA civil penalties arising out of or related to the allegations set forth in the Action,
including without limitation all claims for penalties based on alleged claims and/or violations of
Labor Code sections 201 through 204, 210, 222, 223, 224, 226, 226.3, 226.7, 510, 512, 515, 558,
1174, 1175, 1194, 1194.2, 1194.5, 1197, 1197.1, 1198, 2699, California Code of Regulations, title 8,
§ 11040 or California Code of Regulations, title 8, § 11090 or applicable IWC Wage Order(s).

28. “Released Parties” means Defendant, its past, present, and future parents, subsidiaries,
divisions, and affiliates and their respective past, present, and future officers, directors, employees,
partners, shareholders, owners, agents, vendors, affiliates, insurers, legal representatives, attorneys |-
and all of their successors (including persons or entities who may acquire them in the future),
assigns, representatives, heirs, executors, and administrators and all other persons acting by, through,
under or in concert with them that could be liable.

29. “Request for Exclusion” means a timely letter submitted by a Class Member indicating a
request to be excluded from the Settlement.

30. | “Response Deadline” means the deadline by which Class Members must deliver by first class
U.S. Mail, postage prepaid to the Settlement Administrator any Requests for Exclusion, Notices of
Objection, or Notices of Dispute. The date of the postmark on the return-mailing envelope shall be
the exclusive means used to determine whether a Request for Exclusion, Notice of Objection or

Notice of Dispute has been timely submitted. The Response Deadline will be sixty (60) calendar
5. Case No. CGC-16-550494

SECOND AMENDED JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

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LUTTLER MENDELSON. PC.

Bun
Sen Francsoo,
15008

Steet

CA 94108
1940

days from the initial mailing of the Notice Packet by the Settlement Administrator, unless the 60th
day falls on a Sunday or U.S. postal holiday, in which case the Response Deadline will be extended
to the next day on which the U.S. Postal Service is open.
31. “Settlement” and “Settlement Agreement” mean the Second Amended Joint Stipulation of
Class Action Settlement and Release.
32. “Settlement Administration Costs” means the costs payable to the Settlement Administrator
for administering this Settlement, including, but not limited to, printing, distributing, and tracking
documents for this Settlement, tax reporting, distributing all the settlement payments, and providing
necessary reports and declarations, as requested by the Parties.
33. “Settlement Administrator” means any third-party class action settlement administrator
agreed to by the Parties and approved by the Court for the purposes of administering this Settlement.
The Parties each represent that they do not have any financial interest in the Settlement
Administrator or otherwise have a relationship with the Settlement Administrator that could create a
conflict of interest.
34. “Settlement Class” and “Settlement Class Members” mean all Class Members who do not
submit timely and valid Requests for Exclusion to the Settlement Administrator.
35. | “Total Gross Pay Earned” means the total gross pay earned by all Class Members while
working in one or more of the Covered Position(s) during the Class Period.
TERMS OF AGREEMENT

Plaintiffs, on behalf of themselves and the Class, and Defendant agree as follows:

36. Allocation to Be Paid as Settlement. Defendant shall pay the following amounts to resolve

the Action on a class-wide basis. Under no circumstances will Defendant be obligated to pay any
more than the amounts agreed upon by the Parties and as set forth in this Agreement. The Parties
agree to the following allocations to be paid, subject to Court approval:

36(a) Class Representative Enhancement Payments. In recognition of Plaintiffs’ effort and

work in prosecuting the Action on behalf of Class Members and a general release
from Gonzalez, Defendant will pay to each Plaintiff the following Class

Representative Enhancement Payment up to, but not to exceed: (i) Twelve Thousand
6. Case No. CGC-16-550494

SECOND AMENDED JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

EXHIBIT ACem YN AH BF wWN

28

LUTTLER MENDELSON. P-,
1355 Bush Stes!

‘3th Pot
‘Senne, CA 94104
1415433 1940

36(b)

36(c)

Dollars and Zero Cents ($12,000.00) to Gonzalez; and (ii) Five Thousand Dollars and
Zero Cents ($5,000.00) to Perez (collectively, “Maximum Class Representative
Enhancement Payments”). The amount of each individual Class Representative
Enhancement Payment to be made will be subject to the approval of the Court. The
Parties agree that Gonzalez should receive a greater Class Representative
Enhancement Payment because he has participated more extensively in this action
than Perez, including initiating this action in February 18, 2016 and being deposed as
part of discovery. The Class Representative Enhancement Payments will be paid in
addition to each Plaintiffs Individual Settlement Payment, as approved by the Court,
pursuant to the Settlement. Plaintiff Gonzalez will be solely and legally responsible
to pay any and all applicable taxes on his Class Representative Enhancement
Payment, Plaintiff Perez will be solely and legally responsible to pay any and all
applicable taxes on his Class Representative Enhancement Payment. Any portion of
the Maximum Class Representative Enhancement Payments not ultimately awarded
to Plaintiffs will be included in the Net Settlement Amount.

PAGA Settlement Amount. Defendant will pay up to, but not to exceed, Seventy-
Five Thousand Dollars and Zero Cents ($75,000.00) (“Maximum PAGA Settlement
Amount”) for satisfaction of all PAGA claims on behalf of the LWDA and the
Settlement Class. Pursuant to PAGA, Seventy-Five Percent (75%), or Fifty-Six
Thousand Two Hundred Fifty Dollars and Zero Cents ($56,250.00) (the “LWDA
Payment”), will be paid directly to the LWDA and Twenty-Five Percent (25%), or
Eighteen Thousand Seven Hundred Fifty Dollars and Zero Cents ($18,750.00) (the
“PAGA Class Allocation”) will become part of the Net Settlement Amount. Any
portion of the Maximum PAGA Settlement Amount not ultimately awarded by the
Court will be included in the Net Settlement Amount.

Settlement Administration Costs. The Settlement Administrator will be paid

Settlement Administration Costs of up to, but not exceed, Fifteen Thousand Dollars

and Zero Cents ($15,000.00) (“Maximum Settlement Administration Costs”). These
7. Case No. CGC-16-550494

SECOND AMENDED JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

EXHIBIT A1 costs will include, inter alia, all required tax calculations and reporting in connection

2 with the Individual Settlement Payments, the issuing of 1099 and W-2 IRS Forms,
3 distributing Notice Packets, calculating and distributing the settlement payments, and
4 providing all reports and declarations deemed necessary by the Parties.
5 36(d) Attorneys’ Fees, Defendant will pay attorneys’ fees to Class Counsel up to, but not to
6 exceed, Four Hundred Seventy-Seven Thousand Seven Hundred Fifty Dollars and
7 Zero Cents ($477,750.00) (“Maximum Attorneys’ Fee Amount”). The amount for
8 Attorneys’ Fees is subject to the approval of the Court. Any portion of the Maximum
— 9 Jo Attorneys’ Fee Amount not ultimately awarded to Class Counsel-will-be included in | -
10 the Net Settlement Amount.
11 36(e) Attorneys’ Costs. Defendant will reimburse the costs and expenses associated with
12 Class Counsel’s litigation and settlement of the Action, up to, but not to exceed,
13 Twenty-Five Thousand Dollars and Zero Cents ($25,000.00) (“Maximum Attorneys’
14 Cost Amount”). The amount for Attorneys’ Costs is subject to the approval of the
15 Court. Any portion of the Maximum Attorneys’ Cost Amount not ultimately awarded
16 to Class Counsel will be included in the Net Settlement Amount.
17 36(f) Net Settlement Amount. The Net Settlement Amount, which is to be allocated to
18 Class Members based on the formula described in Paragraph 37 below, shall consist
19 of: (i) Seven Hundred Fifty-Five Thousand Two Hundred Fifty Dollars and Zero
20 Cents ($755,250.00), (ii) the PAGA Class Allocation, and (iii) any portion of the
21 Maximum Class Representative Enhancement Payments, the Maximum PAGA
22 Settlement Amount, the Maximum Settlement Administration Costs, the Maximum
23 Attorneys’ Fee Amount, and/or the Maximum Attorneys’ Cost Amount not ultimately
24 awarded by the Court. No portion of the Net Settlement Amount will revert to or be
25 retained by Defendant.

26 | 37. Individual Settlement Payment Calculations. Individual Settlement Payments will be
27 | calculated and apportioned from the Net Settlement Amount in proportion to the Individual Gross

28 | Pay Earned by each Class Member based on Defendant’s payroll records. Specific calculations of

umugRumnn.son Pe 8. Case No. CGC-16-550494
senna C08 SECOND AMENDED JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

EXHIBIT A1 | Individual Settlement Payments will be made as follows:

2 37(a) Defendant will calculate the Individual Gross Pay Earned by each Class Member.

3 37(b) Defendant will add all Individual Gross Pay Earned amounts for each Class Member
4 to arrive at the Total Gross Pay Earned.

5 37(c) To determine each Class Member’s estimated Individual Settlement Payment for
6 purposes of the Notice Packet, the Settlement Administrator will use the following

7 formula: Each individual Class Member’s Individual Gross Pay Earned divided by

8 the Total Gross Pay Earned multiplied by the Net Settlement Amount equals the
9 estimated Individual Settlement Payment. All Individual Settlement Payments
10 distributed to Settlement Class Members will be reduced by any required deductions
11 as set forth herein, including applicable employee-side tax withholdings.

12 37(d) The entire Net Settlement Amount will be distributed to the Settlement Class
13 Members. Prior to distributing any Individual Settlement Payments, the Settlement
14 Administrator shall recalculate the Total Gross Pay Earned by excluding the
15 Individual Gross Pay Earned for any Class Member who submits a valid and timely
16 Request for Exclusion and accounting for any adjustments in Individual Gross Pay
17 Earned for any Class Member required as a result of dispute procedure outlined in
18 Paragraph 46, Based on any recalculation of Total Gross Pay Earned, the Settlement
19 Administrator shall recalculate Individual Settlement Payments pursuant to the
20 formula stated above in Paragraph 37(c).

21 | 38. No Credit Toward Benefit Plans. The Individual Settlement Payments made to Settlement
22 | Class Members, as well as any other payments made pursuant to this Settlement, will not be utilized
23 | to calculate any additional benefits under any benefit plans to which any Class Members may be
24 | eligible, including, but not limited to profit-sharing plans, bonus plans, 401(k) plans, stock purchase
25 | plans, vacation plans, sick leave plans, PTO plans, and any other benefit plan. This Settlement shall
26 | not affect any rights, contributions, or amounts to which any Class Members may be entitled under
27 | any benefit plans.

28 | 39. Administration Process. The Parties agree to cooperate in the administration of the

UTTER EIDLEON Pe 9. Case No. CGC-16-550494
senFrnorn Oh 4108 SECOND AMENDED JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

495.433.1940

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UTTLER MENDELSON PC,
1383 Bush Groat

‘340s Flor
Sm Franco, CA 94108
495.433.1840

Settlement and to make all reasonable efforts to control and minimize the costs and expenses
incurred in administration of the Settlement.

40. Funding of the Settlement. Defendant will make a one-time deposit into a Qualified
Settlement Account to be established by the Settlement Administrator that will pay for the following:
(i) Individual Settlement Payments; (ii)the PAGA Payment; (iii) the Class Representative
Enhancement Payments; (iv) Attorneys’ Fees; (v) Attorneys’ Costs; and (vi) Settlement
Administration Costs. Defendant will also deposit an additional amount sufficient to pay the
employer’s share of payroll taxes required by law, including the employer FICA, FUTA, and SDI
contributions, following written notice from the Settlement Administrator and upon confirmation of
same prior to distribution of Individual Settlement Payments, as set forth below. Defendant will
deposit this one-time settlement payment and the employer’s share of payroll taxes within
fifteen (15) business days following the Effective Date or within fifteen (15) business days of the
Settlement Administrator’s notification to Defendant’s counsel of the wiring instructions to make
such deposit (including the amount of the employer’s share of payroll taxes), whichever is later. If
any appeal is taken, Defendant shall not be required to fund any portion of the payments described in
the Settlement and the Settlement Administrator shall not distribute or pay any monies, unless and
until after all such appeals have been finally resolved or dismissed with prejudice.

41. Cy Pres Beneficiary. The Parties agree that the organization to be designated as the cy pres
beneficiary to this Settlement shall be subject to Court approval.

42. Delivery of the Class List. Within twenty (20) business days of Preliminary Approval,
Defendant will provide the Class List to the Settlement Administrator.

43. Notice by First-Class U.S. Mail. Within ten (10) calendar days after receiving the Class List
from Defendant, the Settlement Administrator will mail the Notice Packet to all Class Members via
regular First-Class U.S. Mail, using the most current, known mailing addresses identified in the
Class List or as updated and confirmed by the Settlement Administrator as set forth below.

44, Confirmation of Contact Information in the Class Lists. Prior to mailing, the Settlement

Administrator will perform a search based on the National Change of Address Database for

information to update and correct for any known or identifiable address changes. Any Notice
10. Case No. CGC-16-550494

SECOND AMENDED JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

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LUTLER MENDELSON, PC,
350 Buh Soot

34th Poe
‘Sen Front, CA 94104
415.433.1940

Packets returned to the Settlement Administrator as non-deliverable on or before the Response
Deadline will be sent promptly via regular First-Class U.S. Mail to the forwarding address affixed
thereto and the Settlement Administrator will indicate the date of such re-mailing on the Notice
Packet. If no forwarding address is provided, the Settlement Administrator will promptly attempt to
determine the correct address using a skip-trace, or other search using the name, address and/or
Social Security number of the Class Member involved, and will then perform a single re-mailing.

45. Notice Packets. All Class Members will be mailed a Notice Packet. Each Notice Packet will
provide: (i) information regarding the nature of the Action; (ii)a summary of the Settlement’s
principal terms; (iii) the Class and Settlement Class definitions; (iv) the dates of employment and the
Individual Gross Pay Earned by each respective Class Member based on Defendant’s records;
(v) each Class Member’s estimated Individual Settlement Payment and the formula for calculating
Individual Settlement Payments; (vi) the inclusive dates of the Class Period; (vii) instructions on
how to submit Requests for Exclusion, Notices of Objection or Notices of Dispute; (viii) the
deadline by which the Class Member must postmark Request for Exclusions, Notices of Objection or
Notices of Dispute; and (ix) the Released Claims.

46. Disputed Information on Notice Packets. Class Members will have an opportunity to dispute

the information (see Paragraph 45(iv) above) provided in their Notice Packets. To the extent Class
Members dispute their employment dates or the Individual Gross Pay Earned reported in the Notice
Packet, Class Members may produce evidence to the Settlement Administrator showing that such
information is inaccurate. The deadline to submit a Notice of Dispute is the Response Deadline.
The Notice of Dispute must: (i) set forth the name, address, telephone number and last four digits of
the Social Security Number of the Class Member submitting the dispute; (ii) be signed by the Class
Member; (iii) be timely returned to the Settlement Administrator; (iv) clearly state that the reason(s)
that the Class Member disputes the information contained in the Notice Packet; and (v) be
postmarked on or before the Response Deadline. The Settlement Administrator will decide the
dispute. Defendant’s records will be presumed correct, but the Settlement Administrator will
evaluate the evidence submitted by the Class Member and will make the final decision as to the

merits of the dispute. All disputes will be decided within ten (10) business days of the Response
11. Case No. CGC-16-550494

SECOND AMENDED JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

EXHIBIT A28

LUTTLER MENDELSON, Pc
‘383 Buch Steet

Mth Flo:
Son Franson, CA 94104
115439 190

Deadline.

47.  Request_for Exclusion Procedures. Any Class Member wishing to opt-out from the
Settlement must sign and postmark a written Request for Exclusion to the Settlement Administrator
within the Response Deadline. The Request for Exclusion must: (i) set forth the name, address,
telephone number and last four digits of the Social Security Number of the Class Member requesting
the exclusion; (ii) be signed by the Class Member; (iii) be timely returned to the Settlement
Administrator; (iv) clearly state that the Class Member does not wish to be included in the
Settlement and does not wish to receive any payment or other benefits therefrom; and (v) be
postmarked on or before the Response Deadline. The postmark date will be the exclusive means to
determine whether a Request for Exclusion has been timely submitted. No Request for Exclusion
may be made on behalf of a group of Class Members.

48. Defective Submissions. If a Class Member’s Request for Exclusion is defective as to any of
the requirements listed herein, that Class Member will be given an opportunity to cure the defect(s).
The Settlement Administrator will mail the Class Member a cure letter within three (3) business days
of receiving the defective submission to advise the Class Member that his or her submission is
defective and that the defect must be cured to render the Request for Exclusion valid. The Class
Member will have until the later of (i) the Response Deadline or (ii) ten (10) calendar days from the
date of the cure letter, whichever date is later, to postmark a revised Request for Exclusion. If the
revised Request for Exclusion is not postmarked within that period, it will be deemed untimely.
Class Members will be limited to one cure letter advising them of the defect.

49.  Defendant’s Representation Regarding the Number of Class Members. Defendant represents
that there are approximately 213 Class Members eligible to participate in the Settlement as of
November 16, 2016. This representation is a material term of the Settlement.

50. Settlement Terms Bind All Class Members Who Do Not Request Exclusion. As of the
Effective Date, and for the duration of the Class Period, Plaintiffs and all Settlement Class Members
(on behalf of each of them and each of their heirs, executors, administrators, and assigns) irrevocably
and unconditionally fully release and forever discharge the Released Parties from any and all

Released Claims as set forth herein. Solely with respect to the Released Claims, and to effect a full
12. Case No. CGC-16-550494

SECOND AMENDED JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE.

EXHIBIT A1 | and complete release as described herein, Plaintiffs and each Settlement Class Member expressly
2 || waive and relinquish all rights and benefits of California Civil Code section 1542, and do so
3 || understanding and acknowledging the significance and consequence of specifically waiving all
4 | rights and entitlements under California Civil Code Section 1542, which provides as follows:
5 A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
6 CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
7 FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN
8 BY HIM OR HER MUST HAVE .MATERIALLY AFFECTED HIS OR HER
-9-|- ——. - SETTLEMENT-WITH THE DEBTOR. meres ee —
10 HOWEVER:
il THE PARTIES EXPRESSLY EXCLUDE FROM THE SCOPE OF THIS RELEASE
12 (EXCEPT WITH RESPECT TO GONZALEZ, WHO WAIVES ALL CLAIMS) |"
13 ANY CLAIMS SETTLEMENT CLASS MEMBERS HAVE IN CONNECTION
14 WITH ANY INDIVIDUAL ACTIONS OR CLASS ACTIONS INVOLVING
15 CLAIMS OTHER THAN THE RELEASED CLAIMS.!
16 | 51. Defendant’s Right to Rescind. Defendant will have, in their sole discretion, the right to void
17 || and withdraw from the Settlement if, at any time prior to Final Approval, Five Percent (5%) or more
18 || of Class Members timely and validly request exclusion from the settlement. Defendant must
19 | exercise this right of rescission in writing to Class Counsel within twenty (20) calendar days after the
20 | latest date any Class Member may timely submit his or her Request for Exclusion. If the option to
21 | rescind is exercised, then Defendant will be solely responsible for all costs of the claims
22 | administration incurred to that point.
23 | 52. Objection Procedures. To object to the Settlement, a Class Member must postmark a valid
24 | Notice of Objection to the Settlement Administrator on or before the Response Deadline. The
25 | Notice of Objection must be signed by the Class Member and contain all information required by
26 || this Settlement. For the Notice of Objection to be valid, it must include: (i) the objector’s full name,
27
' Excluded from this release are any and all claims arising out of Perez’s allegations against Matagrano in his EEOC
28 | Charge of Discrimination, Charge No. 550-2017-00061.
Lump eNDS0M Pe 13. Case No. CGC-16-550494
snag 0 SECOND AMENDED JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

EXHIBIT AB wn =

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28
LUTTUER MENDELSON P-.
353 Buh Stot

uth Flor
Son Francisco, CA 94104
415433.1940

signature, address, and telephone number; (ii) a written statement of all grounds for the objection
accompanied by any legal support for such objection; (iii) copies of any papers, briefs, or other
documents upon which the objection is based; and (iv) a statement whether the objector intends to
appear at the Final Approval Hearing. The postmark date will be deemed the exclusive means for
determining that the Notice of Objection is timely. Any Class Member who does not submit a
timely written objection to the Settlement, or who fails to otherwise comply with the specific and
technical requirements of this Paragraph, will be foreclosed from objecting to the Settlement and
seeking any adjudication or review of the Settlement, by appeal or otherwise. Class Members who
postmark timely Notices of Objection will have a right to-appear at the Final- Approval Hearing in
order to have their objections heard by the Court. At no time will any of the Parties or their counsel
seek to solicit or otherwise encourage Class Members to submit written objections to the Settlement
or appeal from the Final Approval and Judgment. Class Counsel will not represent any Class
Members with respect to any such objections to this Settlement. The Parties will file all Notices of
Objection, valid or invalid, timely or untimely, with the Court in advance of the Final
Approval/Settlement Fairness Hearing.

53. Settlement Administrator Reports Regarding Class Member Participation. The Settlement

Administrator will provide Defendant’s counsel and Class Counsel a weekly report that certifies the
number of Class Members who have submitted valid Requests for Exclusion, objections to the
Settlement, and whether any Class Member has submitted a challenge to any information contained
in their Notice Packet. By no later than ten (10) business days following the Effective Date, the
Settlement Administrator shall provide counsel for both parties with information showing the Total
Gross Pay Earned and Individual Gross Pay Earned amounts used to determine final Individual
Settlement Payments. Additionally, the Settlement Administrator will provide to counsel for both
Parties any updated reports regarding the administration of the Settlement as needed or requested.

54. Distribution Timing of Individual Settlement Payments. Within twenty (20) business days
following the Effective Date or within twenty (20) business days following Defendant’s deposit of
the settlement payments described in this Agreement and the employer payroll taxes, whichever is

later, the Settlement Administrator will issue payments to: (i) Settlement Class Members; (ii) the
14. Case No. CGC-16-550494

SECOND AMENDED JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

EXHIBIT ACe YN A Ww BF wWN

10

28

LITTLER MENDELSON PC.
353 Guth Skea!

34 Flor
San Francisco, CA 94104

415433. 1940

LWDA,; (iii) Plaintiffs; and (iv) Class Counsel. The Settlement Administrator will also issue a
payment to itself for Court-approved services performed in connection with the Settlement.

55.  Un-cashed Settlement_Checks. Subject to Court approval, any funds represented by
Individual Settlement Payment checks returned as undeliverable and Individual Settlement Payment
checks remaining un-cashed for more than one hundred and twenty (120) calendar days after
issuance that is equal to or less than Ten Thousand Dollars and Zero Cents ($10,000.00) will be
tendered to the Court-approved cy pres beneficiary. Should such funds be greater than Ten
Thousand Dollars and Zero Cents ($10,000.00), such funds (net of additional costs to administer this
redistribution) will be proportionately re-distributed to the Settlement Class based on the percentage
of the Net Settlement Amount to which each Settlement Class Member received as Individual
Settlement Payment.

56. Certification of Completion. Upon completion of administration of the Settlement, the
Settlement Administrator will provide a written declaration under oath to certify such completion to
the Court and counsel for all Parties.

57.  Treatment_of Class Representative Enhancement_Payments_and_ Individual Settlement
Payments. For tax purposes, the Class Representative Enhancement Payments shall be considered
non-wages for which an appropriate IRS Form 1099 will be issued. The Net Settlement Amount
will be characterized as consisting of wages, interest, and penalties (inclusive of the PAGA Class
Allocation and other civil penalties). Accordingly, all Individual Settlement Payments from the Net
Settlement Amount will be allocated as follows: (i) Twenty Percent (20%) of each Individual
Settlement Payment will be allocated as wages for which IRS Forms W-2 will be issued; (ii) Forty
Percent (40%) will be allocated as penalties for which required IRS Forms 1099-MISC may be
issued; and (iii) Forty Percent (40%) will be allocated as interest and other non-wage damages for
which required IRS Forms 1099-MISC may be issued.

58. Administration of Taxes by the Settlement Administrator. The Settlement Administrator will
be responsible for issuing to Plaintiffs, Settlement Class Members, and Class Counsel any W-2,
1099, or other tax forms as may be required by law for all amounts paid pursuant to this Settlement.

The Settlement Administrator will also be responsible for calculating and processing all payroll
15. Case No. CGC-16-550494

SECOND AMENDED JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

EXHIBIT Ataxes and penalties for payment to the appropriate government authorities.
59. Tax Liability. Defendant makes no representation as to the tax treatment or legal effect of
any payment described herein, and Plaintiffs and Settlement Class Members are not relying on any
statement, representation, or calculation by Defendant or by the Settlement Administrator in this
regard.
60. Circular 230 Disclaimer. EACH PARTY TO THIS AGREEMENT (FOR PURPOSES OF
THIS SECTION, THE “ACKNOWLEDGING PARTY” AND EACH PARTY TO THIS
AGREEMENT OTHER THAN THE ACKNOWLEDGING PARTY, AN “OTHER PARTY”)
ACKNOWLEDGES AND AGREES THAT (1) NO PROVISION OF THIS AGREEMENT, AND
NO WRITTEN COMMUNICATION OR DISCLOSURE BETWEEN OR AMONG THE PARTIES
11 | OR THEIR ATTORNEYS AND OTHER ADVISERS, IS OR WAS INTENDED TO BE, NOR
- 12 | WILL ANY SUCH COMMUNICATION OR DISCLOSURE CONSTITUTE OR BE
13 | CONSTRUED OR BE RELIED UPON AS, TAX ADVICE WITHIN THE MEANING OF

SO wD HH Bh WD

14 || UNITED STATES TREASURY DEPARTMENT CIRCULAR 230 (31 CFR PART 10, AS
15 | AMENDED); (2) THE ACKNOWLEDGING PARTY (A) HAS RELIED EXCLUSIVELY UPON
16 || HIS, HER, OR ITS OWN, INDEPENDENT LEGAL AND TAX COUNSEL FOR ADVICE
17 }|| (INCLUDING TAX ADVICE) IN CONNECTION WITH THIS AGREEMENT, (B) HAS NOT
18 | ENTERED INTO THIS AGREEMENT BASED UPON THE RECOMMENDATION OF ANY
19 | OTHER PARTY OR ANY ATTORNEY OR ADVISOR TO ANY OTHER PARTY, AND (C) IS
20 | NOT ENTITLED TO RELY UPON ANY COMMUNICATION OR DISCLOSURE BY ANY
21 | ATTORNEY OR ADVISER TO ANY OTHER PARTY TO AVOID ANY TAX PENALTY THAT
22 || MAY BE IMPOSED ON THE ACKNOWLEDGING PARTY; AND (3) NO ATTORNEY OR
23 | ADVISER TO ANY OTHER PARTY HAS IMPOSED ANY LIMITATION THAT PROTECTS
24 | THE CONFIDENTIALITY OF ANY SUCH ATTORNEY’S OR ADVISER’S TAX STRATEGIES
25 | (REGARDLESS OF WHETHER SUCH LIMITATION IS LEGALLY BINDING) UPON
26 || DISCLOSURE BY THE ACKNOWLEDGING PARTY OF THE TAX TREATMENT OR TAX
27 | STRUCTURE OF ANY TRANSACTION, INCLUDING ANY TRANSACTION
28 | CONTEMPLATED BY THIS AGREEMENT.

LUTLER MENDELSON PC, 16. Case No. CGC-16-550494
sovrann £00 SECOND AMENDED JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

EXHIBIT A1 | 61. No Prior Assignments. The Parties and their counsel represent, covenant, and warrant that
2 | they have not directly or indirectly assigned, transferred, encumbered, or purported to assign,
3 | transfer, or encumber to any person or entity any portion of any liability, claim, demand, action,
4 | cause of action or right herein released and discharged.

5 | 62. Nullification of Settlement. In the event that: (i) the Court does not finally approve the
6 | Settlement as provided herein; or (ii) the Settlement does not become final for any other reason, then
7 || this Settlement, and any documents generated to bring it into effect, will be null and void. Any order
8 | or judgment entered by the Court in furtherance of this Settlement will likewise be treated as void
-9-| from the beginning. a a ~
10 | 63. Preliminary Approval Hearing. Plaintiffs shall request the Preliminary Approval of the
11 } Settlement, and the entry of Preliminary Approval for: (i) conditional certification of the Class for
12 | settlement purposes only; (ii) preliminary approval of the proposed Settlement; and (iii) setting a
13 }} date for a Final Approval/Settlement Fairness Hearing. The Preliminary Approval will provide for
14 || the Notice Packet to be sent to all Class Members as specified herein. In conjunction with the
15 || Preliminary Approval hearing, Plaintiffs will submit this Settlement, which sets forth the terms of
16 || this Settlement, and will include the proposed Notice Packet, which will consist of the proposed
17 || Notice of Proposed Class Action Settlement document, attached as Exhibit A. The Notice of
18 || Proposed Class Action Settlement will be provided in English because Defendant’s policy is for all
19 || employees to be English proficient. Class Counsel will be responsible for drafting all documents
20 || necessary to obtain preliminary approval.

21 | 64. ~— Final Settlement Approval Hearing and Entry of Judgment. Upon expiration of the deadlines
22 || to postmark Requests for Exclusion or objections to the Settlement, and with the Court’s permission,
23 | a Final Approval/Settlement Fairness Hearing will be conducted to determine the Final Approval of
24 | the Settlement along with the amounts properly payable for: (i) Individual Settlement Payments;
25 | (ii) the PAGA Settlement Amount, as approved by the Court, including the LWDA Payment and
26 || PAGA Class Allocation; (iii) the Class Representative Enhancement Payments; (iv) Attorneys’ Fees;
27 || (v) Attorneys’ Costs; and (vi) all Settlement Administration Costs. The Final Approval/Settlement

28 | Fairness Hearing will not be held earlier than sixty (60) calendar days after the Response Deadline.

UMERMEIDELSON PC 17. Case No. CGC-16-550494
severe 64900 SECOND AMENDED JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

EXHIBIT ARoW N

28

LITTUER MENDELSON. PC,
1353 Bush Sroat

‘34 Flow
San Francs, CA 94104
415433 1940

Class Counsel will be responsible for drafting all documents necessary to obtain final approval.
Class Counsel will also be responsible for drafting the attorneys’ fees and costs application to be
heard at the final approval hearing. Class Counsel agree to provide to Defendant’s counsel for
review and approval the draft of these motion and application documents at least three (3) calendar
days before the filing of the motion and/or application. The Settlement Administrator will maintain
on its website a section for this settlement which includes a copy of the Motion for Preliminary
Approval, Preliminary Approval along with any accompanying exhibits, and operative complaint. It
will be updated after Judgment is entered with a copy of the final Judgment.

65. Judgment and Continued Jurisdiction. Concurrent with the motion for final approval of the
Settlement presented to the Court in connection with the Final Approval/Settlement Fairness
Hearing, the Parties will present the Judgment to the Court for its approval in the form attached
hereto as Exhibit B. After entry of the Judgment, the Court will have continuing jurisdiction over
the Settlement as required by law, including: (i) the interpretation and enforcement of the terms of
the Settlement; (ii) settlement administration matters; and (iii) such post-Judgment matters as may be
appropriate under court rules or as set forth in this Settlement.

66. Additional General Release by Gonzalez (Not Class Members or Perez). As of the Effective
Date, and for the duration of the Class Period, Gonzalez (on his behalf and on behalf of his heirs,
executors, administrators, and assigns), but not Perez and not other Class Members, knowingly and
voluntarily releases and forever discharges the Released Parties from any and all claims, known and
unknown, asserted and unasserted, that he has or may have had against Defendant or any of the
Released Parties. Such claims include, but are not limited to: breaches of contract, whether written,
oral or implied; violations of any public policy; tort claims, including but not limited to intentional
infliction of emotional distress and negligent infliction of emotional distress, defamation,
misrepresentation, and fraud; retaliation claims; common law claims; any other claims for damages,
costs, fees, or other expenses, including attorneys’ fees; and any violations of the following statutes,
laws, and regulations: Title VII of the Civil Rights Act of 1964, as amended; The Civil Rights Act
of 1991; Sections 1981 through 1988 of Title 42 of the United States Code, as amended; The

Americans with Disabilities Act of 1990, as amended; The Age Discrimination in Employment Act
18. Case No. CGC-16-550494

SECOND AMENDED JOINT STIPULATION OF CLASS ACTION SETTLEMENT AND RELEASE

EXHIBIT Aof 1967, as amended; the Older Workers Benefit Protection Act; the Employment Retirement

2 | Income Security Act of 1974, as amended; the Occupational Safety and Health Act, as amended; the
3 | Sarbanes-Oxley Act of 2002; the Family and Medical Leave Act of 1993, as amended; the Fair
4 | Labor Standards Act; the California Fair Employment and Housing Act — Cal. Gov’t Code § 12900
5 | et seq.; the California Family Rights Act — Cal. Gov’t Code § 12945,2 et seq.; the California Unruh

6 | Civil Rights Act — Civ. Code § 51 et seq.; the California Whistleblower Protection Law — Cal. Lab.
7 | Code § 1102.5; the California Occupational Safety and Health Act, as amended — Cal. Lab. Code
8 | § 6300 ef seq., and any applicable regulations thereunder; the California Business and Professions,
9 | Civil, Government and Labor Code; the Labor Code Private Attorneys General Act of 2004 — Cal.
0 | Lab. Code § 2698 et seg.; and any other federal, state, or local civil employment law, statute,
11 } regulation, or ordinance capable of being released by Gonzalez, excluding any claims that cannot be
12 | released as a matter of law. To the extent the foregoing release is a release to which Section 1542 of
13 ]| the California Civil Code or similar provisions of other applicable law may apply, Gonzalez
14 | expressly waives any and all rights and benefits conferred upon him by the provisions of Section

15 | 1542 of th