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1 Neil M. Larsen, Esq. (SBN 276490)
neil@abramsonlabor.com
2 Meghan E. McNally, Esq. (SBN 350701)
meghan@abramsonlabor.com
3 Jennifer S. Rivera, Esq. (SBN 353268)
Jennifer.r@abramsonlabor.com
4 ABRAMSON LABOR GROUP
1700 W. Burbank Boulevard
5 Burbank, California 91506
Tel: (213) 493-6300
6 Fax: (213) 723-2522
7 Attorneys for Plaintiff
8
SUPERIOR COURT OF THE STATE OF CALIFORNIA
9
FOR THE COUNTY OF SAN MATEO
10
11
TREY ALEXANDER, on behalf of himself, Case No. 23-CIV-05278
12 the State of California, and all Aggrieved
Employees, REPRESENTATIVE ACTION
13
[Assigned for all purposes to Hon. Nicole S.
14 Plaintiff,
Healy, Dept. 28]
15 vs. DECLARATION OF NEIL M. LARSEN
16 IMPOSSIBLE FOODS, INC.; and DOES 1 IN SUPPORT OF PLAINTIFF TREY
through 100, inclusive, ALEXANDER’S MOTION FOR
17 APPROVAL OF SETTLEMENT OF
Defendants. CLAIMS BROUGHT UNDER THE
18 PRIVATE ATTORNEYS GENERAL ACT
19 AND REASONABLE ATTORNEYS’
FEES, COSTS, AND ENHANCEMENT
20 PAYMENT
21 Date: June 5, 2024
Time: 2:00 p.m.
22 Dept.: 28
23
Complaint Filed: November 3, 2023
24 Trial date: None Set
25
26
27
28
LARSEN DECLARATION ISO MOTION FOR APPROVAL OF PAGA SETTLEMENT
1 I, NEIL M. LARSEN, declare as follows:
2 1. I am Senior Counsel with Abramson Labor Group, and counsel for Plaintiff Trey
3 Alexander ("Plaintiff') and the Aggrieved Employees in the above-captioned matter. I am a
4 member in good standing of the bar of the State of California and am admitted to practice in this
5 Court. I have personal knowledge of the facts stated in this declaration and could testify
6 competently to them if called upon to do so.
7 2. I am a 2010 graduate of Santa Clara University School of Law. I was admitted to
8 the California State Bar in June 2011 after passing the bar examination on my first attempt. From
9 January 2012 to January 2022, I worked as an associate attorney at several prominent employment
10 law firms in Los Angeles County. The vast majority of my work at these firms focused on
11 representing employees in wage and hour and wrongful termination actions, including wage and
12 hour class actions. Although non-exhaustive, the types of work I performed at those firms include:
13 conducting client intakes; performing pre-filing research and analysis; drafting complaints;
14 attending court hearings; corresponding with opposing counsel; drafting and responding to
15 written discovery; preparing for and taking and defending depositions; analyzing payroll and
16 timekeeping records and employee handbooks; drafting and opposing a variety of motions
17 including motions for summary judgment, motions for remand, demurrers and motions to dismiss,
18 motions to compel, motions to quash, and motions for class certification; drafting mediation briefs
19 and attending mediations; drafting long-form settlement agreements; drafting motions for
20 preliminary and final settlement approval; and overseeing the claims and/or opt-out processes.
21 3. Since September 2023, I have worked at my current firm, Abramson Labor Group.
22 I am currently staffed on approximately seventy-five (75) active wage and hour class actions in
23 both state and federal court in which I play a significant role. The type of work I perform in my
24 current position include, but are not limited: drafting class and representative action complaints,
25 corresponding with clients and opposing counsel, drafting written discovery requests, drafting
26 letters to the Labor & Workforce Development Agency, drafting mediation briefs and settlement
27 agreements, analyzing payroll and timekeeping records and employee handbooks, conducting
28 legal research, and drafting motions and other pleadings.
1
LARSEN DECLARATION ISO MOTION FOR APPROVAL OF PAGA SETTLEMENT
1 4. The following is a non-exhaustive list of wage and hour class actions in which I
2 have been appointed as class counsel and/or played a significant role in prosecuting the litigation,
3 and which have received final approval: Espinoza v. Vander-Bend Manufacturing, LLC,
4 California Superior Court, Santa Clara County, Case No. 1-15-CV-283929 (granted final approval
5 of settlement on behalf of non-exempt employees in California); Galeano v. American ETC., Inc.
6 dba Royal Laundry, California Superior Court, San Mateo County, Case No. CIV534888 (granted
7 final approval of settlement on behalf of non-exempt employees in California); Granciano v.
8 Southwind Foods, LLC, et al., California Superior Court, Los Angeles County, Case No.
9 BC538900 (granted final approval of settlement on behalf of non-exempt employees in
10 California); Moppin v. Fastaff, LLC, California Superior Court, Stanislaus County, Case No.
11 2020283 (granted final approval of settlement on behalf of non-exempt employees in California);
12 Reyes v. Pentagon Technologies Group, Inc., California Superior Court, Alameda County, Case
13 No. HG15767111 (granted final approval of settlement on behalf of non-exempt employees in
14 California); Salgado v. Safran USA, Inc., California Superior Court, Orange County, Case No.
15 30-2018-00969981-CU-OE-CXC; Torres v. J J Motorcars, Inc., et al., California Superior Court,
16 Los Angeles County, Case No. BC655446 (granted final approval of settlement on behalf of non-
17 exempt employees in California); Mustapha v. Palm Springs Motors, Inc., California Superior
18 Court, Riverside County, Case No. RIC2003035 (granted final approval of settlement on behalf
19 of non-exempt employees in California); Ceballos v. Flair Cleaners, Inc., California Superior
20 Court, Los Angeles County, Case No. 20STCV28196 (granted final approval of settlement on
21 behalf of non-exempt employees in California); Hernandez v. Spectra Company, California
22 Superior Court, Los Angeles County, Case No. 20STCV39910 (granted final approval of
23 settlement on behalf of non-exempt employees in California); Bojorquez v. JIPC Ventures, Inc.,
24 Case No. 37-2020-00029943-CU-OE-CTL, California Superior Court, San Diego County,
25 (granted final approval of settlement on behalf of non-exempt employees in California); Agapito
26 v. La Verne Nursery, Inc., Case No. 56-2019-00527470-CU-OE-CTL, California Superior Court,
27 Ventura County (granted final approval of settlement on behalf of non-exempt employees in
28 California); Whiteley v. Seco Manufacturing Company, Case No. 192670, California Superior
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LARSEN DECLARATION ISO MOTION FOR APPROVAL OF PAGA SETTLEMENT
1 Court, Shasta County (granted final approval of settlement on behalf of non-exempt employees
2 in California); Carrillo v. Bikehub, Case No. 20STCV28879, California Superior Court, Los
3 Angeles County (granted final approval of settlement on behalf of non-exempt employees in
4 California); Macabulit v. DMC Power, Inc., Case No. 20STCV32034, California Superior Court,
5 Los Angeles County (granted final approval of settlement on behalf of non-exempt employees in
6 California).
7 5. I have also moved to certify and have received an order certifying a class action in
8 Juarez v. Dignity Health, California Superior Court, Los Angeles County, Case No. BC550950
9 (certifying a class of non-exempt employees involving s donning and doffing claim and other
10 wage and hour claims) and in Ibarra v. Artisan Screen Printing, Inc., California Superior Court,
11 Los Angeles County, Case No. BC644708 (certifying a class of non-exempt employees involving
12 meal period claims, rest period claims, rounding claims, and other wage and hour claims).
13 6. Of particular pertinence to this case, I have served as counsel for the plaintiff and
14 aggrieved employees in several PAGA-only settlements, including but not limited to:
15 • Abarca v. Circosta Iron & Metal Company – San Francisco County Superior
16 Court, Case No. CGC-22-602245, Hon. Ethan P. Schulman presiding;
17 • Alcantar Ruiz v. Greenheart Farms,, Inc. – San Luis Obispo Superior Court, Case
18 No. 21CV-0025, Hon. Rita Federman presiding;
19 • Fistanic v. Hilltop Securities, Inc., Los Angeles Superior Court, Case No.
20 20STCV47743, Hon. Kevin C. Brazile presiding;
21 • Markley v. Easter Seals, Inc. – Los Angeles County Superior Court, Case No.
22 20STCV18866, Hon. Steven J. Kleifeld presiding;
23 • Martinez v. Doorking, Inc., Los Angeles County Superior Court, Case No.
24 20STCV48063, Hon. William F. Highberger presiding;
25 • Ramirez v. Hobie Cat Company – San Diego County Superior Court, Case No. 37-
26 2020-00032735-CU-OE-CTL, Hon. Richard S. Whitney presiding;
27 • Quintero v. Seidner-Miller, Inc., Los Angeles Superior Court Case No.
28 20STCV36852, Hon. Kevin C. Brazile presiding;
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LARSEN DECLARATION ISO MOTION FOR APPROVAL OF PAGA SETTLEMENT
1 7. As counsel for Plaintiff and the Aggrieved Employees in this case, I have been
2 intimately involved in this case. I believe the proposed Settlement is fair, reasonable and adequate
3 for the Aggrieved Employees and the State of California.
4 8. Impossible Foods, Inc. (“IF” or “Defendant”) manufactures and sells plant-based
5 meat products. Plaintiff was employed by IF as a as a non-exempt Packaging Operator from
6 approximately July 2019 until approximately June 2022.
7 9. On September 20, 2022 and January 24, 2023, Plaintiff provided written notices
8 to the LWDA and IF of his intent to pursue civil penalties under PAGA for alleged violations of
9 the California Labor Code, including, inter alia, Labor Code sections 201, 202, 203, 204, 210,
10 223, 226, 226.7, 246, 510, 512, 516, 558, 1182.12, 1194, 1194.2, 1197, 1197.1, 1198, 2802, and
11 2804, and California Industrial Commission Wage Order 1 for failing to pay all earned wages
12 (including minimum wages and overtime wages), failure to provide meal periods and pay
13 compliant meal period premiums, failure to authorize and permit rest periods and to pay compliant
14 rest break premiums, failure to issue accurate itemized wage statements, failing to pay all wages
15 at termination, failure to indemnify/reimburse business expenses, and failure to pay all sick pay
16 wages. A true and correct copy of Plaintiff’s LWDA letters are attached hereto as Exhibit 2.
17 10. After the submission of Plaintiff’s PAGA notices, counsel for the parties engaged
18 in multiple substantive discussions about the case, and agreed to attend an early private mediation
19 with mediator Phillip Cha, Esq. The parties further agreed to enter into a tolling agreement for
20 Plaintiff’s PAGA claim pending mediation.
21 11. In connection with the May 16, 2023 mediation, IF informally produced
22 information and documents pertaining to Plaintiff and other Aggrieved Employees, including a
23 20% sampling of payroll data for the Aggrieved Employees, several relevant data points including
24 the number of Aggrieved Employees and total pay periods worked; policy documents; and other
25 documents and information, in order for Plaintiff’s counsel to investigate Plaintiff’s allegations
26 and value the claims prior to mediation. Plaintiff also retained an expert data analyst to assist in
27 assessing potential damages.
28 ///
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LARSEN DECLARATION ISO MOTION FOR APPROVAL OF PAGA SETTLEMENT
1 12. On May 16, 2023, the Parties participated in a day-long mediation with Mr. Cha.
2 The Parties vigorously debated Plaintiff’s ability to proceed on a representative basis, the legal
3 basis for Plaintiff’s claim and IF’s defenses, the impact of Viking River and Wesson, and the
4 Parties’ data analyses and conclusions based thereon. With Mr. Cha’s assistance, the Parties
5 agreed to fully and finally resolve Plaintiff’s PAGA claims.
6 13. A true and correct copy of the fully-executed Settlement Agreement is attached
7 hereto as Exhibit 1. The proposed Cover Letter to be mailed to Aggrieved Employees with their
8 settlement payments is attached as Exhibit A to the Settlement Agreement. The Settlement
9 provides for IF to pay a Gross Settlement Amount (“GSA”) of $165,000.00, which will be funded
10 within 30 days of final approval of the Settlement.
11 14. Plaintiff’s counsel requests one-third of the GSA (i.e., $55,000) in attorneys’ fees,
12 and $3,731.64 in litigation costs. Notably, Plaintiff is not requesting reimbursement of his portion
13 of the mediation fee from the GSA, as that is being paid separately by IF. See Settlement, § III.2.
14 This results in an additional $4,500.00 distributed to the State of California and Aggrieved
15 Employees.
16 15. After deducting amounts for requested attorneys’ fees ($55,000.00), litigation
17 costs ($3,731.64), Plaintiff’s Service Award of $5,000.00, and Administration Costs of $3,000.00,
18 the Settlement provides for distribution of a Net Settlement Amount (“NSA”) of approximately
19 $98,268.36 to be paid to Aggrieved Employees and the California Labor and Workforce
20 Development Agency (“LWDA”). The NSA shall be distributed 75% (approximately $73,701.27)
21 to the LWDA, and 25% (approximately $24,567.09) to Aggrieved Employees, on a pro rata basis
22 based on their respective number of pay periods worked for IF during the PAGA Period 1, pursuant
23 to the requirements of the PAGA as codified in Lab. Code § 2699(i). There are approximately
24 261 Aggrieved Employees, resulting in average payments of approximately $94.13 to the
25 Aggrieved Employees.
26
27 1
Per Section III.14 of the Settlement Agreement (see Exhibit 1), IF has elected to cut-off the
PAGA Period as of March 31, 2024. Therefore, the PAGA Period shall mean September 20, 2021
28 through March 31, 2024.
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LARSEN DECLARATION ISO MOTION FOR APPROVAL OF PAGA SETTLEMENT
1 16. While Plaintiff is confident in the merits of his claims, Plaintiff acknowledges that
2 there are substantial risks and uncertainty in proceeding to trial. First and foremost, at the time
3 of mediation, there was the risk that the United States Supreme Court opinion in Viking River
4 could cause the outright dismissal of Plaintiff’s representative PAGA claim. Plaintiff entered
5 into an arbitration agreement with IF and the opinion in Viking River, which overturns the
6 California Supreme Court’s holding in Iskanian v. CLS Transportation Los Angeles, LLC that
7 held a representative PAGA claim could not be compelled to arbitration, may have resulted in
8 Plaintiff’s PAGA claim being compelled to individual arbitration and the dismissal of the
9 representative PAGA claims (i.e., the PAGA claims of other Aggrieved Employees). As a result,
10 absent this settlement, it is possible that no representative PAGA recovery would be possible at
11 all.
12 17. IF also argues that Plaintiff’s PAGA claim is unmanageable since it would require
13 individualized inquiries into, inter alia, which employees received shift differentials or bonuses,
14 whether the type of bonus an individual employee received was discretionary, why employees
15 did not take their meal or rest breaks, which employees opted to use a personal cell phone; whether
16 each employee’s cell phone use was reasonable depending on the employee’s specific set of
17 circumstances; and if the expense was reasonable, the amount of damages for each employee.
18 Pursuant to the Wesson case and other decisions, IF contends that Plaintiff’s representative PAGA
19 claim (or a significant portion of it) would have been stricken as unmanageable.
20 18. Moreover, IF argues that given its strong defenses and its good-faith attempts to
21 comply with the law, even if liability were established for some aggrieved employees, this Court
22 would utilize its discretion under Labor Code § 2699(e)(2) to substantially reduce the amount of
23 penalties awarded. Indeed, IF argues, many courts have reduced PAGA penalties drastically
24 where the employer presented good-faith defenses and attempted to comply with the law.
25 19. Plaintiff alleges IF failed to incorporate shift differential pay, bonuses, and other
26 payments in employees’ “regular rate” and, as a result, underpaid overtime, underpaid meal period
27 premiums, and underpaid sick pay wages. IF contends that the payments in question were
28 discretionary, and/or were not tied to the quantity or quality of work performed, and were
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LARSEN DECLARATION ISO MOTION FOR APPROVAL OF PAGA SETTLEMENT
1 therefore excludable from the regular rate. IF also contends that any overtime under-payments
2 were de minimis and not recoverable. IF further argues that Plaintiff will not be able to recover
3 PAGA civil penalties for his sick pay claim based on Labor Code § 248.5(e), which provides that
4 “any person or entity enforcing this article on behalf of the public as provided for under applicable
5 state law shall, upon prevailing, be entitled only to equitable, injunctive, or restitutionary relief.”
6 IF also maintains that employees received different types of remuneration throughout the Class
7 Period, thus creating substantive differences among the putative class members with respect to
8 the payments received as well as the expectations regarding those payments, making class
9 certification unlikely.
10 20. Plaintiff alleges that he and other employees were often forced to take late, short,
11 and/or missed meal periods, as a result of the workload imposed on them by IF and work-related
12 interruptions. IF argues that it has maintained legally-compliant meal period practices throughout
13 the Class Period, and that under Brinker it is only required to “provide” the opportunity to take
14 meal periods, not “ensure” they are taken. IF argues that it has always informed employees of
15 their right to take meal periods, and that any failure to take a compliant meal period was the result
16 of employee choice, and not any IF policy or practice. IF also argues that it has automatically paid
17 meal periods whenever an employee records a late, short, or missed meal period. IF further argues
18 that individualized inquiries would be required to determine whether individual employees,
19 received a non-compliant meal period and/or did not receive a meal period premium on each
20 individual shift, and why any meal period was late, short or missed, thereby precluding
21 certification of this claim.
22 21. Plaintiff alleges that, as with meal periods, IF often failed to authorize and permit
23 10-minute rest periods as a result of the workload mentioned above. IF asserts that it has always
24 maintained legally compliant rest period policies, and that, in practice, it has always authorized
25 and permitted all required rest periods to non-exempt employees; that it informs employees of
26 their right to rest periods; and that any failure to take a rest period is the result of employee choice
27 rather than any policy or practice of IF. IF further argues this claim is not amenable to class
28 treatment as individualized inquiries would be required to determine whether individual
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LARSEN DECLARATION ISO MOTION FOR APPROVAL OF PAGA SETTLEMENT
1 employees in different job positions were in fact authorized and permitted to take rest periods on
2 any given shift, under various supervisors and time periods, thus precluding class certification.
3 These manageability concerns are particularly present with respect to rest periods, IF contends,
4 since rest periods are not (and need not be) recorded.
5 22. Plaintiff alleges that he and other employees were required to undergo COVID
6 testing on a weekly basis and were sometimes required to take the COVID tests before clocking
7 in, resulting in off-the-clock time where employees were subject to IF’s control. IF contends that
8 it has always paid employees for all time worked, including the time worked by employees to
9 undergo COVID testing. IF also argues that its COVID testing policy provides that these tests
10 should be taken while on-the-clock, and any failure of an employee to take them on-the-clock
11 would have been the choice of an individual employee and IF would not have been aware of same.
12 IF further argues that individualized inquiries would be required to determine whether individual
13 employees were paid for their time undergoing COVID testing, why they did not clock in before
14 undergoing the testing, and whether individual employees were required to undergo COVID
15 testing before clocking in for their work shift, thereby precluding certification of this claim.
16 23. Plaintiff alleges that IF failed to indemnify him and other employees for the use of
17 their personal cell phones for work purposes, including to communicate with supervisors and/or
18 other employees. IF counters that if employees need to use their personal cell phones in
19 connection with their job duties, there are procedures in place for employees to request
20 reimbursement of work-related expenses. IF further contends that employees that used their
21 personal cell phones for work purposes received reimbursement. IF further argues that this claim
22 would not be manageable, as it would require individualized inquiries as to whether employees
23 used their cell phone, whether they were reimbursed, whether IF knew (or reasonably should have
24 known) about the expense, and whether the expense was “necessary” under the circumstances.
25 24. As a result of its alleged failure to pay all overtime and minimum wages, as well
26 as its failure to provide all meal and rest periods, Plaintiff asserts that IF failed to comply with its
27 final payment and wage statement obligations, in violation of Cal. Labor Code §§ 203 and 226,
28 respectively. IF argues that Plaintiff’s derivative claims fail for the same reasons his underlying
8
LARSEN DECLARATION ISO MOTION FOR APPROVAL OF PAGA SETTLEMENT
1 claims fail. IF further asserts it has strong, good-faith defenses to Plaintiff’s underlying claims,
2 precluding waiting time penalties. IF further contends any alleged wage statement violations were
3 not “knowing and intentional,” particularly given its good-faith defenses; that Plaintiff cannot
4 show he or other employees “suffer[ed] injury” due to alleged wage statement violations, as
5 required by Lab. Code § 226(e), and that employee wage statements always accurately reflect
6 amounts paid to employees.
7 25. Accordingly, while Plaintiff maintains that his claims have merit, Plaintiff
8 acknowledges that he faced substantial challenges in litigating these claims through eventual trial
9 on the merits, and that there is a significant chance he would not have obtained a better result than
10 that which will be provided through the Settlement.
11 26. Based on data provided by IF, there are approximately 10,074 pay periods worked
12 by Aggrieved Employees during the PAGA Period. Labor Code § 2699(f)(2) provides for PAGA
13 civil penalties in the amount of $100 for each aggrieved employee per pay period for the initial
14 violation, and $200 for each aggrieved employee per pay period for each subsequent violation.
15 However, courts have interpreted section 2699(f)(2) to only impose the $200 subsequent penalty
16 after an employer has been notified by a court or by the Labor Commissioner that its conduct
17 violates the Labor Code. Therefore, based on the data provided by IF, and assuming Plaintiff
18 would be able to demonstrate a Labor Code violation in each pay period and assuming the “initial”
19 violation penalty of $100 per pay period under Labor Code § 2699(f)(2), Plaintiff calculates IF’s
20 potential PAGA exposure as $1,007,400.00 (i.e., $100 “initial” violation rate x 10,074 pay
21 periods). However, as discussed above, IF raised numerous defenses to Plaintiff’s claims, both
22 on the merits and with respect to the amount of penalties that might be awarded. Additionally, at
23 the time of mediation, there was a looming threat that Viking River and/or Wesson could preclude
24 any representative PAGA recovery at all. In the face of IF’s numerous defenses and the other
25 hurdles mentioned above, Plaintiff discounted the potential exposure by 60% for the risk of failing
26 to prevail on the merits, the risk of having his representative PAGA claim dismissed in whole or
27 in part, and the risk of not being able to prove a violation in each pay period; and by an additional
28 50% for the risk of the Court reducing penalties, resulting in a realistic potential exposure of
9
LARSEN DECLARATION ISO MOTION FOR APPROVAL OF PAGA SETTLEMENT
1 approximately $201,480. Thus, the negotiated settlement of $165,000 equals about 81.9% of the
2 realistic potential PAGA exposure.
3 27. Plaintiff’s counsel requests attorneys’ fees of one-third of the Gross Settlement
4 Amount GSA (estimated to be $55,000). Based on my experience in similar wage and hour class
5 and representative PAGA actions in California state courts, fee awards in matters such as this one
6 generally equal about one-third of the gross recovery. Indeed, in each of the cases mentioned in
7 paragraph 6, supra, the court awarded attorneys’ fees of one-third of the gross settlement fund. In
8 addition, as explained above and in the accompanying Motion, this case presented significant
9 risks to Plaintiff, including the risk of the Viking River and Wesson decisions that could have
10 effectively concluded the case. It is fair and reasonable to account for these risks in compensating
11 Plaintiff’s counsel, as well as the risks involved in undertaking this litigation and expending
12 considerable effort while working on a pure contingency basis.
13 28. My office conducted extensive research regarding the merits of Plaintiff’s claims,
14 his ability to recover PAGA civil penalties, and IF’s potential defenses. We also conducted
15 significant informal discovery, and analyzed the data and information produced by IF with the
16 help of our retained expert economist, and drafted a comprehensive mediation brief. We attended
17 a private mediation, and expended significant effort in negotiating and preparing settlement
18 documents, preparing this Motion and supporting documents, and will oversee the settlement
19 administration process. Given the considerable potential for adverse outcomes in this case, the
20 contingent risk borne by my firm in this case was great.
21 29. In this case, Plaintiff’s counsel has a lodestar of approximately $61,790.00,
22 compared to the $55,000 fee request. Below is a summary showing the hours of work performed
23 by each attorney and paralegals in my firm on this case:
24 Name Rate Hours Pre-Multiplier Lodestar
Tuvia Korobkin $675 62 $41,850.00
25
(15th Year Attorney)
26 Neil M. Larsen $650 8.7 $5,655.00
(13th Year Attorney)
27 $375 32.6 $12,225.00
Rijenea Appling
28 (2nd Year Attorney)
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LARSEN DECLARATION ISO MOTION FOR APPROVAL OF PAGA SETTLEMENT
Paralegals $200 10.3 $2,060.00
1
Total Lodestar $61,790.00
2
30. My proposed hourly rate of $650, Mr. Korobkin’s proposed hourly rate of $675,
3
and Ms. Appling’s proposed hourly rate of $375 are reasonable in light of our respective skills,
4
litigation experience, reputation, and fee awards to other attorneys of similar experience in
5
California. Moreover, our requested hourly rates are in line with the Laffey Matrix, a true and
6
correct copy of which is attached hereto as Exhibit 3. The Laffey Matrix has been recognized by
7
California courts as “a widely recognized compilation of attorney rates based on various levels of
8
experience.” Theme Promotions, Inc. v. News America Mktg. FSI, Inc., 731 F.Supp.2d 937, 948
9
(N.D. Cal. 2010); see also Reed v. 1-800 Contacts, Inc., No. 12-cv-02359 JM (BGS), 2014 WL
10
29011 at **8-9 (S.D. Cal. Jan. 2, 2014) (cross-checking requested hourly rates against the Laffey
11
Matrix and finding that “the Laffey matrix lends further credibility” to counsel’s requested hourly
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rates). Pursuant to the Laffey Matrix, a reasonable hourly rate for an attorney with Mr. Korobkin’s
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and my level of experience (11th to 19th year attorney) is $878, for an attorney with Ms. Appling’s
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level of experience (1st to 3rd year attorney) is $437, and for paralegals is $239. Each of the
15
requested rates above is significantly below the rates contained in the Laffey Matrix.
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31. The above requested rates are also in line with fee awards in the Northern District,
17
which includes San Mateo County. See, e.g., In re High-Tech Employee Antitrust Litigation, 2015
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WL 5158730 (N.D.Cal., 2015) (finding attorney billing rates ranging from $310 to $800 per hour
19
based on experience of counsel and litigation support staff rates ranging from $190 to $430 per
20
hour, to be “reasonable in light of prevailing market rates in this district”); see also Gutierrez v.
21
Wells Fargo Bank, N.A., 2015 WL 2438274 (N.D.Cal., 2015) (approving similar billing rates).
22
32. Since undertaking representation of Plaintiff, my office has dedicated substantial
23
resources to this litigation, including expending approximately $3,731.64 in litigation costs,
24
without receiving any compensation to date. Attached hereto as Exhibit 4 is a table summarizing
25
those costs, which included filing fees, service fees, legal research costs, mediation fee, expert
26
costs, and other expenses that were all reasonably incurred in the prosecution of this litigation on
27
behalf of Plaintiff and the Aggrieved Employees.
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LARSEN DECLARATION ISO MOTION FOR APPROVAL OF PAGA SETTLEMENT
1 33. I believe the requested $5,000.00 enhancement payment to Plaintiff is reasonable
2 given Plaintiff’s efforts in this case and the risks he undertook on behalf of Aggrieved Employees.
3 Plaintiff provided substantial factual information and documents to my office, assisted in
4 identifying potential witnesses, and participated in numerous discussions with me and others in
5 my office regarding the case. Accordingly, I believe Plaintiff’s requested enhancement payment
6 is reasonable and should be approved.
7 34. As required by the PAGA statute, concurrently with this filing, the Parties have
8 submitted the PAGA Settlement Agreement and this Memorandum to the LWDA.
9 I declare under penalty of perjury under the laws of the State of California that the
10 foregoing is true and correct. Executed on April 24, 2024 at Burbank, California.
11
_________________________
12 Neil M. Larsen
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LARSEN DECLARATION ISO MOTION FOR APPROVAL OF PAGA SETTLEMENT
EXHIBIT 1
DocuSign Envelope ID: 32A31397-13EC-4F52-BFE9-2EB339A88E1 B
Private Attorneys General Act (Cal. Lab. Code § 2698, Et Seq.) Settlement Agreement and
Release
IT IS HEREBY STIPULATED AND AGREED by and among the undersigned Parties,
subject to the approval of the Court, that the Action and PAGA Released Claims shall be settled
and resolved subject to the following terms and conditions set forth in this Private Attorneys
General Act (Cal. Lab. Code § 2698, et seq.) Settlement Agreement ("Settlement Agreement"),
entered by and between Plaintiff Trey Alexander ("Plaintiff'), for himself and on behalf of the
State of California and other Aggrieved Employees pursuant to the California Private Attorneys
General Act, on the one hand; and Defendant Impossible Foods Inc. ("IF" or "Defendant"), on the
other hand. Plaintiff and IF are collectively referred to herein as the "Parties."
This Settlement Agreement shall be effective upon the date of the Court order approving
the settlement and entering judgment thereon (the "Effective Date").
I. DEFINITIONS
Unless otherwise defined herein, the following terms, when used in this Settlement
Agreement, shall have the following meanings:
1. "Action" means the lawsuit entitled Trey Alexander, on behalf of himself and all
"aggrieved employees" v. Impossible Foods, Inc., and Does 1 through 10, inclusive, San Mateo
Superior Court Case No. 23-CIV-05278, where the initial complaint was filed on November 3,
2023, and alleging claims for civil penalties under the Private Attorneys General Act, Labor Code
§ 2698 et seq. predicated on the alleged Labor Code violations alleged in Plaintiffs PAGA notices
to the LWDA, which were submitted on or about September 20, 2022 and January 24, 2023 (the
"LWDA Letters"). Defendant need not respond to the Complaint. The Parties agree that, by
entering into this Settlement Agreement, Defendant is not waiving any of its defenses or objections
to claims in the Complaint. The Parties further agree that, if the Court does not grant approval of
the settlement, this settlement will have no effect and the Parties will revert to the positions they
held prior to June 20, 2023 (including the time remaining in the Parties' tolling agreement).
2. "Aggrieved Employees" are defined as all current and former non-exempt
employees who have worked for IF in California at any time during the PAGA Period.
3. "Complaint" means the Complaint filed on November 3, 2023, initiating the
Action.
4. "Court" means the Superior Court of California for the County of San Mateo.
5. "Defense Counsel" or "Counsel for Defendant" means GBG LLP.
6. "General Release Payment" means the amount approved by the Court to be paid
to Plaintiff in recognition of his efforts in coming forward as PAGA Representative and
participating in the Action, and in consideration of his agreement to the Plaintiffs Released
Claims.
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7. "Judgment" means the judgment to be executed and entered by the Court pursuant
to this Agreement.
8. "LWDA" means the California Labor and Workforce Development Agency.
9. "LWDA Payment" means the amount to be paid to the LWDA, which is seventy-
five percent (75%) of the PAGA Payment.
10. "Maximum Settlement Amount" is the sum of One Hundred Sixty-Five Thousand
Dollars ($165,000.00), which represents the maximum total amount payable under this
Settlement Agreement by Defendant (subject to the Escalator Provision, Section 111.14 below),
except for Plaintiffs share of the mediator's fee, which shall be paid separately by Defendant to
the mediator pursuant to Section 111.2 below. The Maximum Settlement Amount includes the
PAGA Payment, LWDA Payment, Court-awarded Attorneys' Fees (not to exceed one-third of
the Maximum Settlement Amount, currently estimated to be $55,000.00) to Plaintiffs Counsel,
Court-awarded Litigation Costs (not to exceed $5,000.00) to Plaintiffs Counsel, General Release
Payment to Plaintiff in an amount up to $5,000, and a Court-awarded payment to the Settlement
Administrator for Settlement Administration Costs (not to exceed $4,000.00).
11. "PAGA Payment" means the portion of the Maximum Settlement Amount (after
deducting Plaintiffs Counsel's attorney's fees and costs approved by the Court, the General
Release Payment approved by the Court to Plaintiff and Settlement Administration Costs to the
Settlement Administrator) that represents the amount payable to the L WDA and Aggrieved
Employees in PAGA civil penalties, 75% of which will be paid to the LWDA and 25% of which
will be paid to the Aggrieved Employees. All Aggrieved Employees will receive monetary
payment from the PAGA Payment.
12. "PAGA" means the California Labor Code Private Attorneys General Act,
California Labor Code § 2698, et seq.
13. "PAGA Period" means the time period from September 20, 2021 through the
Effective Date.
14. "PAGA Released Claims" means any and all claims against Releasees for civil
penalties under PAGA, whether known or unknown, to recover wages, damages, penalties,
attorneys' fees, litigation costs, restitution, or equitable relief, which Plaintiff and/or the PAGA
Settlement Class had, or may claim to have, that were alleged in Plaintiffs LWDA Letters and
the Complaint, or which could have been alleged based on the facts alleged in the LWDA Letters
and the Complaint, including but not limited to claims for PAGA civil penalties predicated on
Defendant's alleged: (a) failure to pay and/or appropriately calculate minimum wage, overtime,
or double time wages, (b) failure to provide compliant meal periods and/or pay compliant meal
period premiums; (c) failure to authorize and permit compliant rest breaks and/or to pay
compliant rest break premiums; (d) failure to provide accurate wage statements; (e) failure to pay
timely wages; (g) failure to pay and/or appropriately calculate sick pay; (h) failure to timely pay
all wages due at termination; and (i) failure to reimburse business expenses during the PAGA
Period. These claims are released by Plaintiff in his representative capacity as authorized proxy
and agent for the State of California and the LWDA and as private attorney general acting on
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behalf of himself and the Aggrieved Employees. The release of the PAGA Released Claims will
be effective when (1) the Effective Date occurs and (2) the full Maximum Settlement Amount is
funded by Defendant. The release of PAGA Released Claims shall apply to the duration of the
PAGA Period.
15. "Plaintiffs Counsel" means Tuvia Korobkin, Esq., W. Zev Abramson, Esq., and
Rijenea Appling, Esq. of Abramson Labor Group, 11846 Ventura Blvd., Suite 100, Studio City,
CA 91604.
16. "Plaintiffs Released Claims" means any and all claims, demands, liens,
agreements, contracts, covenants, actions, suits, causes of action, grievances, obligations, debts,
expenses, damages, judgments, orders and liabilities of whatever kind or nature in state, federal
or local law, or based on any constitutional provision, statute or regulation, or in tort, or in
contract, equity or otherwise, whether known or unknown, against the Releasees arising from
Plaintiffs employment with IF or the cessation of that employment at any time up to and
including the date Plaintiff signs this Settlement Agreement, including but not limited to any and
all wage and hour and pay related claims under California law, the Fair Labor Standards Act
("FLSA"), federal, state or local laws and/or ordinances, or tort or contract theories, whether
known or unknown, and whether anticipated or unanticipated, including unknown claims
covered by California Civil Code section 1542, and that were or could have been asserted in this
Action, including but not limited to claims for alleged: failure to pay all wages and other
compensation; failure to pay overtime wages; failure to pay for all hours worked; failure to
timely pay final or other wages; failure to provide meal periods and rest periods; failure to pay
premium pay for non-compliant meal and/or rest periods; unauthorized or unlawful deductions
from wages and/or failure to keep and furnish accurate itemized wage statements; failure to
reimburse business expenses; any other claims for wages, overtime pay, minimum wage,
premium pay, civil or statutory penalties, and/or liquidated damages under the FLSA; claims
under California's Industrial Welfare Commission Wage Orders; and/or any other claims under
the California Labor Code; claims under any and all city and county living wage ordinances;
related tort, contract, and punitive damages claims; claims for interest; attorneys' fees; litigation
and other costs; expenses; restitution and equitable or declaratory relief and violations of the
California Business & Professions Code, section 17200 et seq. and the Fair Employment and
Housing Act. With respect to Plaintiffs Released Claims, Plaintiff waives his rights under
California Civil Code section 1542, which states:
A general release does not extend to claims that the creditor or
releasing party does not know or suspect to exist in his or her favor
at the time of executing the release and that, if known by him or
her, would have materially affected his or her settlement with the
debtor or released party.
17. In connection with such waiver and relinquishment. Plaintiff hereby
acknowledges that he or his attorneys may hereafter discover claims or facts in addition to, or
different from, those which they now know or believe to exist, but that Plaintiff expressly agrees
to fully, finally and forever settle and release any and all claims, known or unknown, suspected
or unsuspected, arising from his employment with IF which exist or may exist on their behalf
against Releasees at the time of execution of the Agreement. The Parties further acknowledge,
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understand and agree that this representation and commitment is essential to each Party and that
this settlement would not have been entered into were it not for this representation and
commitment. However, and notwithstanding the above, nothing in this agreement shall be
construed as a waiver of any rights that Plaintiff otherwise has under any contract or agreement
with Defendant, including the right to participate in any of IF's benefits programs, including
401(k) or other retirement benefits, stock option programs, or any other employee benefit
program. Nor shall this release or anything else in this agreement be construed to release any
claims Plaintiff may have for workers compensation or unemployment benefits, or any other
claims that may not be released by law.
18. "Releasees" means Impossible Foods Inc. and its parents, subsidiaries, affiliates,
owners, predecessors, successors, and associated organizations, past and present, and each of
their respective trustees, directors, officers, agents, joint employers, attorneys, managing agents,
employees, contractors and third-party staffing agencies, insurers, representatives, assigns, all
persons acting by, through, under, or in concert with any of them, and/or all persons acting on
their behalf.
19. "Settlement Administrator" means IL YM Group, Inc., a third-party administrator
who shall administer the settlement, subject to approval by the Court, in accordance with this
Settlement Agreement, and whose costs and expenses to administer the settlement are currently
estimated not to exceed $4,000.00 ("Settlement Administration Costs").
II. RECITALS
1. Plaintiff Trey Alexander ("Plaintiff') was employed by IF as a non-exempt hourly
employee in California from approximately July 2019 through December 2022.
2. On September 20, 2022 and January 24, 2023, Plaintiff sent written notices to the
LWDA and Defendant asserting claims, among other things, for civil penalties pursuant to
PAGA stemming from alleged violations of California Labor Code sections 201,202,203,204,
210,223,226,226.7, 246,510,512,516,558, 1182.12, 1194, 1194.2, 1197, 1197.1, 1198, 2802,
and 2804, and California Industrial Commission Wage Order 1 for failing to pay all earned
wages (including minimum wages and overtime wages), failure to provide meal periods and pay
compliant meal period premiums, failure to authorize and permit rest periods and to pay
compliant rest break premiums, failure to issue accurate itemized wage statements, failing to pay
all wages at termination, failure to indemnify/reimburse business expenses, and failure to pay all
sick pay wages and compliant sick pay wages.
3. The LWDA did not respond to the LWDA Letters.
4. On May 16, 2023, the Parties participated in a day-long mediation with mediator
Phillip Cha, Esq. In preparation for the mediation, Plaintiffs counsel requested and Defendant's
counsel provided sample payroll data for the purported aggrieved employees, as well as data
points regarding the total number of aggrieved employees, total pay periods worked, and other
relevant data points and policy and employment documents. With Mr. Cha's assistance, the
Parties agreed to fully and finally resolve the PAGA Released Claims as to Plaintiff, the State of
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1 Neil M. Larsen, Esq. (SBN 276490) neil@abramsonlabor.com 2 Meghan E. McNally, Esq. (SBN 350701) meghan@abramsonlabor.com 3 Jennifer S. Rivera, Esq. (SBN 353268) Jennifer.r@abramsonlabor.com 4 ABRAMSON LABOR GROUP 1700 W. Burbank Boulevard 5 Burbank, California 91506 Tel: (213) 493-6300 6 Fax: (213) 723-2522 7 Attorneys for Plaintiff 8 SUPERIOR COURT OF THE STATE OF CALIFORNIA 9 FOR THE COUNTY OF SAN MATEO 10 11 TREY ALEXANDER, on behalf of himself, Case No. 23-CIV-05278 12 the State of California, and all Aggrieved Employees, REPRESENTATIVE ACTION 13 [Assigned for all purposes to Hon. Nicole S. 14 Plaintiff, Healy, Dept. 28] 15 vs. DECLARATION OF NEIL M. LARSEN 16 IMPOSSIBLE FOODS, INC.; and DOES 1 IN SUPPORT OF PLAINTIFF TREY through 100, inclusive, ALEXANDER’S MOTION FOR 17 APPROVAL OF SETTLEMENT OF Defendants. CLAIMS BROUGHT UNDER THE 18 PRIVATE ATTORNEYS GENERAL ACT 19 AND REASONABLE ATTORNEYS’ FEES, COSTS, AND ENHANCEMENT 20 PAYMENT 21 Date: June 5, 2024 Time: 2:00 p.m. 22 Dept.: 28 23 Complaint Filed: November 3, 2023 24 Trial date: None Set 25 26 27 28 LARSEN DECLARATION ISO MOTION FOR APPROVAL OF PAGA SETTLEMENT 1 I, NEIL M. LARSEN, declare as follows: 2 1. I am Senior Counsel with Abramson Labor Group, and counsel for Plaintiff Trey 3 Alexander ("Plaintiff') and the Aggrieved Employees in the above-captioned matter. I am a 4 member in good standing of the bar of the State of California and am admitted to practice in this 5 Court. I have personal knowledge of the facts stated in this declaration and could testify 6 competently to them if called upon to do so. 7 2. I am a 2010 graduate of Santa Clara University School of Law. I was admitted to 8 the California State Bar in June 2011 after passing the bar examination on my first attempt. From 9 January 2012 to January 2022, I worked as an associate attorney at several prominent employment 10 law firms in Los Angeles County. The vast majority of my work at these firms focused on 11 representing employees in wage and hour and wrongful termination actions, including wage and 12 hour class actions. Although non-exhaustive, the types of work I performed at those firms include: 13 conducting client intakes; performing pre-filing research and analysis; drafting complaints; 14 attending court hearings; corresponding with opposing counsel; drafting and responding to 15 written discovery; preparing for and taking and defending depositions; analyzing payroll and 16 timekeeping records and employee handbooks; drafting and opposing a variety of motions 17 including motions for summary judgment, motions for remand, demurrers and motions to dismiss, 18 motions to compel, motions to quash, and motions for class certification; drafting mediation briefs 19 and attending mediations; drafting long-form settlement agreements; drafting motions for 20 preliminary and final settlement approval; and overseeing the claims and/or opt-out processes. 21 3. Since September 2023, I have worked at my current firm, Abramson Labor Group. 22 I am currently staffed on approximately seventy-five (75) active wage and hour class actions in 23 both state and federal court in which I play a significant role. The type of work I perform in my 24 current position include, but are not limited: drafting class and representative action complaints, 25 corresponding with clients and opposing counsel, drafting written discovery requests, drafting 26 letters to the Labor & Workforce Development Agency, drafting mediation briefs and settlement 27 agreements, analyzing payroll and timekeeping records and employee handbooks, conducting 28 legal research, and drafting motions and other pleadings. 1 LARSEN DECLARATION ISO MOTION FOR APPROVAL OF PAGA SETTLEMENT 1 4. The following is a non-exhaustive list of wage and hour class actions in which I 2 have been appointed as class counsel and/or played a significant role in prosecuting the litigation, 3 and which have received final approval: Espinoza v. Vander-Bend Manufacturing, LLC, 4 California Superior Court, Santa Clara County, Case No. 1-15-CV-283929 (granted final approval 5 of settlement on behalf of non-exempt employees in California); Galeano v. American ETC., Inc. 6 dba Royal Laundry, California Superior Court, San Mateo County, Case No. CIV534888 (granted 7 final approval of settlement on behalf of non-exempt employees in California); Granciano v. 8 Southwind Foods, LLC, et al., California Superior Court, Los Angeles County, Case No. 9 BC538900 (granted final approval of settlement on behalf of non-exempt employees in 10 California); Moppin v. Fastaff, LLC, California Superior Court, Stanislaus County, Case No. 11 2020283 (granted final approval of settlement on behalf of non-exempt employees in California); 12 Reyes v. Pentagon Technologies Group, Inc., California Superior Court, Alameda County, Case 13 No. HG15767111 (granted final approval of settlement on behalf of non-exempt employees in 14 California); Salgado v. Safran USA, Inc., California Superior Court, Orange County, Case No. 15 30-2018-00969981-CU-OE-CXC; Torres v. J J Motorcars, Inc., et al., California Superior Court, 16 Los Angeles County, Case No. BC655446 (granted final approval of settlement on behalf of non- 17 exempt employees in California); Mustapha v. Palm Springs Motors, Inc., California Superior 18 Court, Riverside County, Case No. RIC2003035 (granted final approval of settlement on behalf 19 of non-exempt employees in California); Ceballos v. Flair Cleaners, Inc., California Superior 20 Court, Los Angeles County, Case No. 20STCV28196 (granted final approval of settlement on 21 behalf of non-exempt employees in California); Hernandez v. Spectra Company, California 22 Superior Court, Los Angeles County, Case No. 20STCV39910 (granted final approval of 23 settlement on behalf of non-exempt employees in California); Bojorquez v. JIPC Ventures, Inc., 24 Case No. 37-2020-00029943-CU-OE-CTL, California Superior Court, San Diego County, 25 (granted final approval of settlement on behalf of non-exempt employees in California); Agapito 26 v. La Verne Nursery, Inc., Case No. 56-2019-00527470-CU-OE-CTL, California Superior Court, 27 Ventura County (granted final approval of settlement on behalf of non-exempt employees in 28 California); Whiteley v. Seco Manufacturing Company, Case No. 192670, California Superior 2 LARSEN DECLARATION ISO MOTION FOR APPROVAL OF PAGA SETTLEMENT 1 Court, Shasta County (granted final approval of settlement on behalf of non-exempt employees 2 in California); Carrillo v. Bikehub, Case No. 20STCV28879, California Superior Court, Los 3 Angeles County (granted final approval of settlement on behalf of non-exempt employees in 4 California); Macabulit v. DMC Power, Inc., Case No. 20STCV32034, California Superior Court, 5 Los Angeles County (granted final approval of settlement on behalf of non-exempt employees in 6 California). 7 5. I have also moved to certify and have received an order certifying a class action in 8 Juarez v. Dignity Health, California Superior Court, Los Angeles County, Case No. BC550950 9 (certifying a class of non-exempt employees involving s donning and doffing claim and other 10 wage and hour claims) and in Ibarra v. Artisan Screen Printing, Inc., California Superior Court, 11 Los Angeles County, Case No. BC644708 (certifying a class of non-exempt employees involving 12 meal period claims, rest period claims, rounding claims, and other wage and hour claims). 13 6. Of particular pertinence to this case, I have served as counsel for the plaintiff and 14 aggrieved employees in several PAGA-only settlements, including but not limited to: 15 • Abarca v. Circosta Iron & Metal Company – San Francisco County Superior 16 Court, Case No. CGC-22-602245, Hon. Ethan P. Schulman presiding; 17 • Alcantar Ruiz v. Greenheart Farms,, Inc. – San Luis Obispo Superior Court, Case 18 No. 21CV-0025, Hon. Rita Federman presiding; 19 • Fistanic v. Hilltop Securities, Inc., Los Angeles Superior Court, Case No. 20 20STCV47743, Hon. Kevin C. Brazile presiding; 21 • Markley v. Easter Seals, Inc. – Los Angeles County Superior Court, Case No. 22 20STCV18866, Hon. Steven J. Kleifeld presiding; 23 • Martinez v. Doorking, Inc., Los Angeles County Superior Court, Case No. 24 20STCV48063, Hon. William F. Highberger presiding; 25 • Ramirez v. Hobie Cat Company – San Diego County Superior Court, Case No. 37- 26 2020-00032735-CU-OE-CTL, Hon. Richard S. Whitney presiding; 27 • Quintero v. Seidner-Miller, Inc., Los Angeles Superior Court Case No. 28 20STCV36852, Hon. Kevin C. Brazile presiding; 3 LARSEN DECLARATION ISO MOTION FOR APPROVAL OF PAGA SETTLEMENT 1 7. As counsel for Plaintiff and the Aggrieved Employees in this case, I have been 2 intimately involved in this case. I believe the proposed Settlement is fair, reasonable and adequate 3 for the Aggrieved Employees and the State of California. 4 8. Impossible Foods, Inc. (“IF” or “Defendant”) manufactures and sells plant-based 5 meat products. Plaintiff was employed by IF as a as a non-exempt Packaging Operator from 6 approximately July 2019 until approximately June 2022. 7 9. On September 20, 2022 and January 24, 2023, Plaintiff provided written notices 8 to the LWDA and IF of his intent to pursue civil penalties under PAGA for alleged violations of 9 the California Labor Code, including, inter alia, Labor Code sections 201, 202, 203, 204, 210, 10 223, 226, 226.7, 246, 510, 512, 516, 558, 1182.12, 1194, 1194.2, 1197, 1197.1, 1198, 2802, and 11 2804, and California Industrial Commission Wage Order 1 for failing to pay all earned wages 12 (including minimum wages and overtime wages), failure to provide meal periods and pay 13 compliant meal period premiums, failure to authorize and permit rest periods and to pay compliant 14 rest break premiums, failure to issue accurate itemized wage statements, failing to pay all wages 15 at termination, failure to indemnify/reimburse business expenses, and failure to pay all sick pay 16 wages. A true and correct copy of Plaintiff’s LWDA letters are attached hereto as Exhibit 2. 17 10. After the submission of Plaintiff’s PAGA notices, counsel for the parties engaged 18 in multiple substantive discussions about the case, and agreed to attend an early private mediation 19 with mediator Phillip Cha, Esq. The parties further agreed to enter into a tolling agreement for 20 Plaintiff’s PAGA claim pending mediation. 21 11. In connection with the May 16, 2023 mediation, IF informally produced 22 information and documents pertaining to Plaintiff and other Aggrieved Employees, including a 23 20% sampling of payroll data for the Aggrieved Employees, several relevant data points including 24 the number of Aggrieved Employees and total pay periods worked; policy documents; and other 25 documents and information, in order for Plaintiff’s counsel to investigate Plaintiff’s allegations 26 and value the claims prior to mediation. Plaintiff also retained an expert data analyst to assist in 27 assessing potential damages. 28 /// 4 LARSEN DECLARATION ISO MOTION FOR APPROVAL OF PAGA SETTLEMENT 1 12. On May 16, 2023, the Parties participated in a day-long mediation with Mr. Cha. 2 The Parties vigorously debated Plaintiff’s ability to proceed on a representative basis, the legal 3 basis for Plaintiff’s claim and IF’s defenses, the impact of Viking River and Wesson, and the 4 Parties’ data analyses and conclusions based thereon. With Mr. Cha’s assistance, the Parties 5 agreed to fully and finally resolve Plaintiff’s PAGA claims. 6 13. A true and correct copy of the fully-executed Settlement Agreement is attached 7 hereto as Exhibit 1. The proposed Cover Letter to be mailed to Aggrieved Employees with their 8 settlement payments is attached as Exhibit A to the Settlement Agreement. The Settlement 9 provides for IF to pay a Gross Settlement Amount (“GSA”) of $165,000.00, which will be funded 10 within 30 days of final approval of the Settlement. 11 14. Plaintiff’s counsel requests one-third of the GSA (i.e., $55,000) in attorneys’ fees, 12 and $3,731.64 in litigation costs. Notably, Plaintiff is not requesting reimbursement of his portion 13 of the mediation fee from the GSA, as that is being paid separately by IF. See Settlement, § III.2. 14 This results in an additional $4,500.00 distributed to the State of California and Aggrieved 15 Employees. 16 15. After deducting amounts for requested attorneys’ fees ($55,000.00), litigation 17 costs ($3,731.64), Plaintiff’s Service Award of $5,000.00, and Administration Costs of $3,000.00, 18 the Settlement provides for distribution of a Net Settlement Amount (“NSA”) of approximately 19 $98,268.36 to be paid to Aggrieved Employees and the California Labor and Workforce 20 Development Agency (“LWDA”). The NSA shall be distributed 75% (approximately $73,701.27) 21 to the LWDA, and 25% (approximately $24,567.09) to Aggrieved Employees, on a pro rata basis 22 based on their respective number of pay periods worked for IF during the PAGA Period 1, pursuant 23 to the requirements of the PAGA as codified in Lab. Code § 2699(i). There are approximately 24 261 Aggrieved Employees, resulting in average payments of approximately $94.13 to the 25 Aggrieved Employees. 26 27 1 Per Section III.14 of the Settlement Agreement (see Exhibit 1), IF has elected to cut-off the PAGA Period as of March 31, 2024. Therefore, the PAGA Period shall mean September 20, 2021 28 through March 31, 2024. 5 LARSEN DECLARATION ISO MOTION FOR APPROVAL OF PAGA SETTLEMENT 1 16. While Plaintiff is confident in the merits of his claims, Plaintiff acknowledges that 2 there are substantial risks and uncertainty in proceeding to trial. First and foremost, at the time 3 of mediation, there was the risk that the United States Supreme Court opinion in Viking River 4 could cause the outright dismissal of Plaintiff’s representative PAGA claim. Plaintiff entered 5 into an arbitration agreement with IF and the opinion in Viking River, which overturns the 6 California Supreme Court’s holding in Iskanian v. CLS Transportation Los Angeles, LLC that 7 held a representative PAGA claim could not be compelled to arbitration, may have resulted in 8 Plaintiff’s PAGA claim being compelled to individual arbitration and the dismissal of the 9 representative PAGA claims (i.e., the PAGA claims of other Aggrieved Employees). As a result, 10 absent this settlement, it is possible that no representative PAGA recovery would be possible at 11 all. 12 17. IF also argues that Plaintiff’s PAGA claim is unmanageable since it would require 13 individualized inquiries into, inter alia, which employees received shift differentials or bonuses, 14 whether the type of bonus an individual employee received was discretionary, why employees 15 did not take their meal or rest breaks, which employees opted to use a personal cell phone; whether 16 each employee’s cell phone use was reasonable depending on the employee’s specific set of 17 circumstances; and if the expense was reasonable, the amount of damages for each employee. 18 Pursuant to the Wesson case and other decisions, IF contends that Plaintiff’s representative PAGA 19 claim (or a significant portion of it) would have been stricken as unmanageable. 20 18. Moreover, IF argues that given its strong defenses and its good-faith attempts to 21 comply with the law, even if liability were established for some aggrieved employees, this Court 22 would utilize its discretion under Labor Code § 2699(e)(2) to substantially reduce the amount of 23 penalties awarded. Indeed, IF argues, many courts have reduced PAGA penalties drastically 24 where the employer presented good-faith defenses and attempted to comply with the law. 25 19. Plaintiff alleges IF failed to incorporate shift differential pay, bonuses, and other 26 payments in employees’ “regular rate” and, as a result, underpaid overtime, underpaid meal period 27 premiums, and underpaid sick pay wages. IF contends that the payments in question were 28 discretionary, and/or were not tied to the quantity or quality of work performed, and were 6 LARSEN DECLARATION ISO MOTION FOR APPROVAL OF PAGA SETTLEMENT 1 therefore excludable from the regular rate. IF also contends that any overtime under-payments 2 were de minimis and not recoverable. IF further argues that Plaintiff will not be able to recover 3 PAGA civil penalties for his sick pay claim based on Labor Code § 248.5(e), which provides that 4 “any person or entity enforcing this article on behalf of the public as provided for under applicable 5 state law shall, upon prevailing, be entitled only to equitable, injunctive, or restitutionary relief.” 6 IF also maintains that employees received different types of remuneration throughout the Class 7 Period, thus creating substantive differences among the putative class members with respect to 8 the payments received as well as the expectations regarding those payments, making class 9 certification unlikely. 10 20. Plaintiff alleges that he and other employees were often forced to take late, short, 11 and/or missed meal periods, as a result of the workload imposed on them by IF and work-related 12 interruptions. IF argues that it has maintained legally-compliant meal period practices throughout 13 the Class Period, and that under Brinker it is only required to “provide” the opportunity to take 14 meal periods, not “ensure” they are taken. IF argues that it has always informed employees of 15 their right to take meal periods, and that any failure to take a compliant meal period was the result 16 of employee choice, and not any IF policy or practice. IF also argues that it has automatically paid 17 meal periods whenever an employee records a late, short, or missed meal period. IF further argues 18 that individualized inquiries would be required to determine whether individual employees, 19 received a non-compliant meal period and/or did not receive a meal period premium on each 20 individual shift, and why any meal period was late, short or missed, thereby precluding 21 certification of this claim. 22 21. Plaintiff alleges that, as with meal periods, IF often failed to authorize and permit 23 10-minute rest periods as a result of the workload mentioned above. IF asserts that it has always 24 maintained legally compliant rest period policies, and that, in practice, it has always authorized 25 and permitted all required rest periods to non-exempt employees; that it informs employees of 26 their right to rest periods; and that any failure to take a rest period is the result of employee choice 27 rather than any policy or practice of IF. IF further argues this claim is not amenable to class 28 treatment as individualized inquiries would be required to determine whether individual 7 LARSEN DECLARATION ISO MOTION FOR APPROVAL OF PAGA SETTLEMENT 1 employees in different job positions were in fact authorized and permitted to take rest periods on 2 any given shift, under various supervisors and time periods, thus precluding class certification. 3 These manageability concerns are particularly present with respect to rest periods, IF contends, 4 since rest periods are not (and need not be) recorded. 5 22. Plaintiff alleges that he and other employees were required to undergo COVID 6 testing on a weekly basis and were sometimes required to take the COVID tests before clocking 7 in, resulting in off-the-clock time where employees were subject to IF’s control. IF contends that 8 it has always paid employees for all time worked, including the time worked by employees to 9 undergo COVID testing. IF also argues that its COVID testing policy provides that these tests 10 should be taken while on-the-clock, and any failure of an employee to take them on-the-clock 11 would have been the choice of an individual employee and IF would not have been aware of same. 12 IF further argues that individualized inquiries would be required to determine whether individual 13 employees were paid for their time undergoing COVID testing, why they did not clock in before 14 undergoing the testing, and whether individual employees were required to undergo COVID 15 testing before clocking in for their work shift, thereby precluding certification of this claim. 16 23. Plaintiff alleges that IF failed to indemnify him and other employees for the use of 17 their personal cell phones for work purposes, including to communicate with supervisors and/or 18 other employees. IF counters that if employees need to use their personal cell phones in 19 connection with their job duties, there are procedures in place for employees to request 20 reimbursement of work-related expenses. IF further contends that employees that used their 21 personal cell phones for work purposes received reimbursement. IF further argues that this claim 22 would not be manageable, as it would require individualized inquiries as to whether employees 23 used their cell phone, whether they were reimbursed, whether IF knew (or reasonably should have 24 known) about the expense, and whether the expense was “necessary” under the circumstances. 25 24. As a result of its alleged failure to pay all overtime and minimum wages, as well 26 as its failure to provide all meal and rest periods, Plaintiff asserts that IF failed to comply with its 27 final payment and wage statement obligations, in violation of Cal. Labor Code §§ 203 and 226, 28 respectively. IF argues that Plaintiff’s derivative claims fail for the same reasons his underlying 8 LARSEN DECLARATION ISO MOTION FOR APPROVAL OF PAGA SETTLEMENT 1 claims fail. IF further asserts it has strong, good-faith defenses to Plaintiff’s underlying claims, 2 precluding waiting time penalties. IF further contends any alleged wage statement violations were 3 not “knowing and intentional,” particularly given its good-faith defenses; that Plaintiff cannot 4 show he or other employees “suffer[ed] injury” due to alleged wage statement violations, as 5 required by Lab. Code § 226(e), and that employee wage statements always accurately reflect 6 amounts paid to employees. 7 25. Accordingly, while Plaintiff maintains that his claims have merit, Plaintiff 8 acknowledges that he faced substantial challenges in litigating these claims through eventual trial 9 on the merits, and that there is a significant chance he would not have obtained a better result than 10 that which will be provided through the Settlement. 11 26. Based on data provided by IF, there are approximately 10,074 pay periods worked 12 by Aggrieved Employees during the PAGA Period. Labor Code § 2699(f)(2) provides for PAGA 13 civil penalties in the amount of $100 for each aggrieved employee per pay period for the initial 14 violation, and $200 for each aggrieved employee per pay period for each subsequent violation. 15 However, courts have interpreted section 2699(f)(2) to only impose the $200 subsequent penalty 16 after an employer has been notified by a court or by the Labor Commissioner that its conduct 17 violates the Labor Code. Therefore, based on the data provided by IF, and assuming Plaintiff 18 would be able to demonstrate a Labor Code violation in each pay period and assuming the “initial” 19 violation penalty of $100 per pay period under Labor Code § 2699(f)(2), Plaintiff calculates IF’s 20 potential PAGA exposure as $1,007,400.00 (i.e., $100 “initial” violation rate x 10,074 pay 21 periods). However, as discussed above, IF raised numerous defenses to Plaintiff’s claims, both 22 on the merits and with respect to the amount of penalties that might be awarded. Additionally, at 23 the time of mediation, there was a looming threat that Viking River and/or Wesson could preclude 24 any representative PAGA recovery at all. In the face of IF’s numerous defenses and the other 25 hurdles mentioned above, Plaintiff discounted the potential exposure by 60% for the risk of failing 26 to prevail on the merits, the risk of having his representative PAGA claim dismissed in whole or 27 in part, and the risk of not being able to prove a violation in each pay period; and by an additional 28 50% for the risk of the Court reducing penalties, resulting in a realistic potential exposure of 9 LARSEN DECLARATION ISO MOTION FOR APPROVAL OF PAGA SETTLEMENT 1 approximately $201,480. Thus, the negotiated settlement of $165,000 equals about 81.9% of the 2 realistic potential PAGA exposure. 3 27. Plaintiff’s counsel requests attorneys’ fees of one-third of the Gross Settlement 4 Amount GSA (estimated to be $55,000). Based on my experience in similar wage and hour class 5 and representative PAGA actions in California state courts, fee awards in matters such as this one 6 generally equal about one-third of the gross recovery. Indeed, in each of the cases mentioned in 7 paragraph 6, supra, the court awarded attorneys’ fees of one-third of the gross settlement fund. In 8 addition, as explained above and in the accompanying Motion, this case presented significant 9 risks to Plaintiff, including the risk of the Viking River and Wesson decisions that could have 10 effectively concluded the case. It is fair and reasonable to account for these risks in compensating 11 Plaintiff’s counsel, as well as the risks involved in undertaking this litigation and expending 12 considerable effort while working on a pure contingency basis. 13 28. My office conducted extensive research regarding the merits of Plaintiff’s claims, 14 his ability to recover PAGA civil penalties, and IF’s potential defenses. We also conducted 15 significant informal discovery, and analyzed the data and information produced by IF with the 16 help of our retained expert economist, and drafted a comprehensive mediation brief. We attended 17 a private mediation, and expended significant effort in negotiating and preparing settlement 18 documents, preparing this Motion and supporting documents, and will oversee the settlement 19 administration process. Given the considerable potential for adverse outcomes in this case, the 20 contingent risk borne by my firm in this case was great. 21 29. In this case, Plaintiff’s counsel has a lodestar of approximately $61,790.00, 22 compared to the $55,000 fee request. Below is a summary showing the hours of work performed 23 by each attorney and paralegals in my firm on this case: 24 Name Rate Hours Pre-Multiplier Lodestar Tuvia Korobkin $675 62 $41,850.00 25 (15th Year Attorney) 26 Neil M. Larsen $650 8.7 $5,655.00 (13th Year Attorney) 27 $375 32.6 $12,225.00 Rijenea Appling 28 (2nd Year Attorney) 10 LARSEN DECLARATION ISO MOTION FOR APPROVAL OF PAGA SETTLEMENT Paralegals $200 10.3 $2,060.00 1 Total Lodestar $61,790.00 2 30. My proposed hourly rate of $650, Mr. Korobkin’s proposed hourly rate of $675, 3 and Ms. Appling’s proposed hourly rate of $375 are reasonable in light of our respective skills, 4 litigation experience, reputation, and fee awards to other attorneys of similar experience in 5 California. Moreover, our requested hourly rates are in line with the Laffey Matrix, a true and 6 correct copy of which is attached hereto as Exhibit 3. The Laffey Matrix has been recognized by 7 California courts as “a widely recognized compilation of attorney rates based on various levels of 8 experience.” Theme Promotions, Inc. v. News America Mktg. FSI, Inc., 731 F.Supp.2d 937, 948 9 (N.D. Cal. 2010); see also Reed v. 1-800 Contacts, Inc., No. 12-cv-02359 JM (BGS), 2014 WL 10 29011 at **8-9 (S.D. Cal. Jan. 2, 2014) (cross-checking requested hourly rates against the Laffey 11 Matrix and finding that “the Laffey matrix lends further credibility” to counsel’s requested hourly 12 rates). Pursuant to the Laffey Matrix, a reasonable hourly rate for an attorney with Mr. Korobkin’s 13 and my level of experience (11th to 19th year attorney) is $878, for an attorney with Ms. Appling’s 14 level of experience (1st to 3rd year attorney) is $437, and for paralegals is $239. Each of the 15 requested rates above is significantly below the rates contained in the Laffey Matrix. 16 31. The above requested rates are also in line with fee awards in the Northern District, 17 which includes San Mateo County. See, e.g., In re High-Tech Employee Antitrust Litigation, 2015 18 WL 5158730 (N.D.Cal., 2015) (finding attorney billing rates ranging from $310 to $800 per hour 19 based on experience of counsel and litigation support staff rates ranging from $190 to $430 per 20 hour, to be “reasonable in light of prevailing market rates in this district”); see also Gutierrez v. 21 Wells Fargo Bank, N.A., 2015 WL 2438274 (N.D.Cal., 2015) (approving similar billing rates). 22 32. Since undertaking representation of Plaintiff, my office has dedicated substantial 23 resources to this litigation, including expending approximately $3,731.64 in litigation costs, 24 without receiving any compensation to date. Attached hereto as Exhibit 4 is a table summarizing 25 those costs, which included filing fees, service fees, legal research costs, mediation fee, expert 26 costs, and other expenses that were all reasonably incurred in the prosecution of this litigation on 27 behalf of Plaintiff and the Aggrieved Employees. 28 11 LARSEN DECLARATION ISO MOTION FOR APPROVAL OF PAGA SETTLEMENT 1 33. I believe the requested $5,000.00 enhancement payment to Plaintiff is reasonable 2 given Plaintiff’s efforts in this case and the risks he undertook on behalf of Aggrieved Employees. 3 Plaintiff provided substantial factual information and documents to my office, assisted in 4 identifying potential witnesses, and participated in numerous discussions with me and others in 5 my office regarding the case. Accordingly, I believe Plaintiff’s requested enhancement payment 6 is reasonable and should be approved. 7 34. As required by the PAGA statute, concurrently with this filing, the Parties have 8 submitted the PAGA Settlement Agreement and this Memorandum to the LWDA. 9 I declare under penalty of perjury under the laws of the State of California that the 10 foregoing is true and correct. Executed on April 24, 2024 at Burbank, California. 11 _________________________ 12 Neil M. Larsen 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 12 LARSEN DECLARATION ISO MOTION FOR APPROVAL OF PAGA SETTLEMENT EXHIBIT 1 DocuSign Envelope ID: 32A31397-13EC-4F52-BFE9-2EB339A88E1 B Private Attorneys General Act (Cal. Lab. Code § 2698, Et Seq.) Settlement Agreement and Release IT IS HEREBY STIPULATED AND AGREED by and among the undersigned Parties, subject to the approval of the Court, that the Action and PAGA Released Claims shall be settled and resolved subject to the following terms and conditions set forth in this Private Attorneys General Act (Cal. Lab. Code § 2698, et seq.) Settlement Agreement ("Settlement Agreement"), entered by and between Plaintiff Trey Alexander ("Plaintiff'), for himself and on behalf of the State of California and other Aggrieved Employees pursuant to the California Private Attorneys General Act, on the one hand; and Defendant Impossible Foods Inc. ("IF" or "Defendant"), on the other hand. Plaintiff and IF are collectively referred to herein as the "Parties." This Settlement Agreement shall be effective upon the date of the Court order approving the settlement and entering judgment thereon (the "Effective Date"). I. DEFINITIONS Unless otherwise defined herein, the following terms, when used in this Settlement Agreement, shall have the following meanings: 1. "Action" means the lawsuit entitled Trey Alexander, on behalf of himself and all "aggrieved employees" v. Impossible Foods, Inc., and Does 1 through 10, inclusive, San Mateo Superior Court Case No. 23-CIV-05278, where the initial complaint was filed on November 3, 2023, and alleging claims for civil penalties under the Private Attorneys General Act, Labor Code § 2698 et seq. predicated on the alleged Labor Code violations alleged in Plaintiffs PAGA notices to the LWDA, which were submitted on or about September 20, 2022 and January 24, 2023 (the "LWDA Letters"). Defendant need not respond to the Complaint. The Parties agree that, by entering into this Settlement Agreement, Defendant is not waiving any of its defenses or objections to claims in the Complaint. The Parties further agree that, if the Court does not grant approval of the settlement, this settlement will have no effect and the Parties will revert to the positions they held prior to June 20, 2023 (including the time remaining in the Parties' tolling agreement). 2. "Aggrieved Employees" are defined as all current and former non-exempt employees who have worked for IF in California at any time during the PAGA Period. 3. "Complaint" means the Complaint filed on November 3, 2023, initiating the Action. 4. "Court" means the Superior Court of California for the County of San Mateo. 5. "Defense Counsel" or "Counsel for Defendant" means GBG LLP. 6. "General Release Payment" means the amount approved by the Court to be paid to Plaintiff in recognition of his efforts in coming forward as PAGA Representative and participating in the Action, and in consideration of his agreement to the Plaintiffs Released Claims. 1 DocuSign Envelope ID: 32A31397-13EC-4F52-BFE9-2EB339A88E1 B 7. "Judgment" means the judgment to be executed and entered by the Court pursuant to this Agreement. 8. "LWDA" means the California Labor and Workforce Development Agency. 9. "LWDA Payment" means the amount to be paid to the LWDA, which is seventy- five percent (75%) of the PAGA Payment. 10. "Maximum Settlement Amount" is the sum of One Hundred Sixty-Five Thousand Dollars ($165,000.00), which represents the maximum total amount payable under this Settlement Agreement by Defendant (subject to the Escalator Provision, Section 111.14 below), except for Plaintiffs share of the mediator's fee, which shall be paid separately by Defendant to the mediator pursuant to Section 111.2 below. The Maximum Settlement Amount includes the PAGA Payment, LWDA Payment, Court-awarded Attorneys' Fees (not to exceed one-third of the Maximum Settlement Amount, currently estimated to be $55,000.00) to Plaintiffs Counsel, Court-awarded Litigation Costs (not to exceed $5,000.00) to Plaintiffs Counsel, General Release Payment to Plaintiff in an amount up to $5,000, and a Court-awarded payment to the Settlement Administrator for Settlement Administration Costs (not to exceed $4,000.00). 11. "PAGA Payment" means the portion of the Maximum Settlement Amount (after deducting Plaintiffs Counsel's attorney's fees and costs approved by the Court, the General Release Payment approved by the Court to Plaintiff and Settlement Administration Costs to the Settlement Administrator) that represents the amount payable to the L WDA and Aggrieved Employees in PAGA civil penalties, 75% of which will be paid to the LWDA and 25% of which will be paid to the Aggrieved Employees. All Aggrieved Employees will receive monetary payment from the PAGA Payment. 12. "PAGA" means the California Labor Code Private Attorneys General Act, California Labor Code § 2698, et seq. 13. "PAGA Period" means the time period from September 20, 2021 through the Effective Date. 14. "PAGA Released Claims" means any and all claims against Releasees for civil penalties under PAGA, whether known or unknown, to recover wages, damages, penalties, attorneys' fees, litigation costs, restitution, or equitable relief, which Plaintiff and/or the PAGA Settlement Class had, or may claim to have, that were alleged in Plaintiffs LWDA Letters and the Complaint, or which could have been alleged based on the facts alleged in the LWDA Letters and the Complaint, including but not limited to claims for PAGA civil penalties predicated on Defendant's alleged: (a) failure to pay and/or appropriately calculate minimum wage, overtime, or double time wages, (b) failure to provide compliant meal periods and/or pay compliant meal period premiums; (c) failure to authorize and permit compliant rest breaks and/or to pay compliant rest break premiums; (d) failure to provide accurate wage statements; (e) failure to pay timely wages; (g) failure to pay and/or appropriately calculate sick pay; (h) failure to timely pay all wages due at termination; and (i) failure to reimburse business expenses during the PAGA Period. These claims are released by Plaintiff in his representative capacity as authorized proxy and agent for the State of California and the LWDA and as private attorney general acting on 2 DocuSign Envelope ID: 32A31397-13EC-4F52-BFE9-2EB339A88E1 B behalf of himself and the Aggrieved Employees. The release of the PAGA Released Claims will be effective when (1) the Effective Date occurs and (2) the full Maximum Settlement Amount is funded by Defendant. The release of PAGA Released Claims shall apply to the duration of the PAGA Period. 15. "Plaintiffs Counsel" means Tuvia Korobkin, Esq., W. Zev Abramson, Esq., and Rijenea Appling, Esq. of Abramson Labor Group, 11846 Ventura Blvd., Suite 100, Studio City, CA 91604. 16. "Plaintiffs Released Claims" means any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, grievances, obligations, debts, expenses, damages, judgments, orders and liabilities of whatever kind or nature in state, federal or local law, or based on any constitutional provision, statute or regulation, or in tort, or in contract, equity or otherwise, whether known or unknown, against the Releasees arising from Plaintiffs employment with IF or the cessation of that employment at any time up to and including the date Plaintiff signs this Settlement Agreement, including but not limited to any and all wage and hour and pay related claims under California law, the Fair Labor Standards Act ("FLSA"), federal, state or local laws and/or ordinances, or tort or contract theories, whether known or unknown, and whether anticipated or unanticipated, including unknown claims covered by California Civil Code section 1542, and that were or could have been asserted in this Action, including but not limited to claims for alleged: failure to pay all wages and other compensation; failure to pay overtime wages; failure to pay for all hours worked; failure to timely pay final or other wages; failure to provide meal periods and rest periods; failure to pay premium pay for non-compliant meal and/or rest periods; unauthorized or unlawful deductions from wages and/or failure to keep and furnish accurate itemized wage statements; failure to reimburse business expenses; any other claims for wages, overtime pay, minimum wage, premium pay, civil or statutory penalties, and/or liquidated damages under the FLSA; claims under California's Industrial Welfare Commission Wage Orders; and/or any other claims under the California Labor Code; claims under any and all city and county living wage ordinances; related tort, contract, and punitive damages claims; claims for interest; attorneys' fees; litigation and other costs; expenses; restitution and equitable or declaratory relief and violations of the California Business & Professions Code, section 17200 et seq. and the Fair Employment and Housing Act. With respect to Plaintiffs Released Claims, Plaintiff waives his rights under California Civil Code section 1542, which states: A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party. 17. In connection with such waiver and relinquishment. Plaintiff hereby acknowledges that he or his attorneys may hereafter discover claims or facts in addition to, or different from, those which they now know or believe to exist, but that Plaintiff expressly agrees to fully, finally and forever settle and release any and all claims, known or unknown, suspected or unsuspected, arising from his employment with IF which exist or may exist on their behalf against Releasees at the time of execution of the Agreement. The Parties further acknowledge, 3 DocuSign Envelope ID: 32A31397-13EC-4F52-BFE9-2EB339A88E1 B understand and agree that this representation and commitment is essential to each Party and that this settlement would not have been entered into were it not for this representation and commitment. However, and notwithstanding the above, nothing in this agreement shall be construed as a waiver of any rights that Plaintiff otherwise has under any contract or agreement with Defendant, including the right to participate in any of IF's benefits programs, including 401(k) or other retirement benefits, stock option programs, or any other employee benefit program. Nor shall this release or anything else in this agreement be construed to release any claims Plaintiff may have for workers compensation or unemployment benefits, or any other claims that may not be released by law. 18. "Releasees" means Impossible Foods Inc. and its parents, subsidiaries, affiliates, owners, predecessors, successors, and associated organizations, past and present, and each of their respective trustees, directors, officers, agents, joint employers, attorneys, managing agents, employees, contractors and third-party staffing agencies, insurers, representatives, assigns, all persons acting by, through, under, or in concert with any of them, and/or all persons acting on their behalf. 19. "Settlement Administrator" means IL YM Group, Inc., a third-party administrator who shall administer the settlement, subject to approval by the Court, in accordance with this Settlement Agreement, and whose costs and expenses to administer the settlement are currently estimated not to exceed $4,000.00 ("Settlement Administration Costs"). II. RECITALS 1. Plaintiff Trey Alexander ("Plaintiff') was employed by IF as a non-exempt hourly employee in California from approximately July 2019 through December 2022. 2. On September 20, 2022 and January 24, 2023, Plaintiff sent written notices to the LWDA and Defendant asserting claims, among other things, for civil penalties pursuant to PAGA stemming from alleged violations of California Labor Code sections 201,202,203,204, 210,223,226,226.7, 246,510,512,516,558, 1182.12, 1194, 1194.2, 1197, 1197.1, 1198, 2802, and 2804, and California Industrial Commission Wage Order 1 for failing to pay all earned wages (including minimum wages and overtime wages), failure to provide meal periods and pay compliant meal period premiums, failure to authorize and permit rest periods and to pay compliant rest break premiums, failure to issue accurate itemized wage statements, failing to pay all wages at termination, failure to indemnify/reimburse business expenses, and failure to pay all sick pay wages and compliant sick pay wages. 3. The LWDA did not respond to the LWDA Letters. 4. On May 16, 2023, the Parties participated in a day-long mediation with mediator Phillip Cha, Esq. In preparation for the mediation, Plaintiffs counsel requested and Defendant's counsel provided sample payroll data for the purported aggrieved employees, as well as data points regarding the total number of aggrieved employees, total pay periods worked, and other relevant data points and policy and employment documents. With Mr. Cha's assistance, the Parties agreed to fully and finally resolve the PAGA Released Claims as to Plaintiff, the State of 4 DocuSign Envelope ID: 32A31397-13EC-