class action settlement and release of … settlement fw1d (and/or class counsel does not...

27
CLASS ACTION SETTLEMENT AND RELEASE OF CLAIMS This Settlement Agreement and Release of Claims ("Settlement Agreement") is entered into by and between AXIS APPRAISAL MANAGEMENT SOLUTIONS, INC. ("AXIS"), KIMBERLY PEROTTI ("PEROTTI") and MICHAEL SIMMONS ("SIMMONS") (at times collectively referred to herein as "DEFENDANTS"), on the one hand, and Representative Plaintiffs BRUCE FORD ("FORD"), JOSEPH HARVARD "HARVARD"), and SANDRA HUSER ("HUSER") (at times collectively referred to herein as "CLASS REPRESENTATIVES," "REPRESENTATIVE PLAINTIFFS," and/or "PLAINTIFFS") on behalf of themselves individually and on behalf of all members of the PLAINTIFF CLASS as described herein below, on the other hand. DEFINITIONS 1. "CLASS COUNSEL" is Bryan Schwartz, Esq. of Bryan Schwartz Law. 2. "CLASS NOTICE PACKAGE" means the Class Notice in a form substantially similar to that attached hereto as Exhibit A, subject to Court approval, and incorporated herein by reference. 3. "DEFENDANTS' COUNSEL" is Eric Sternberger, Esq. and Sarah N. Leger, Esq. of Ragghianti Freitas LLP. 4. "GROSS SETTLEMENT FUND" refers to the amount of $380,000.00 (three hundred eighty thousand dollars and no cents) that DEFENDANTS will make available for payment, in its entirety, pursuant to this Settlement Agreement. 5. "NET SETTLEMENT FUND" shall be calculated by deducting approved CLASS COUNSEL'S attorney's fees and litigation costs, the enhanced payments to the CLASS REPRESENTATIVES, the payment to the California Labor & Workforce Development Agency ("L WDA") for release of claims w1der the Private Attorney General Act ("PAGA") under Labor Code section 2699 et seq., and the fees and expenses of the SETTLEMENT ADMINISTRATOR from the GROSS SETTLEMENT FUND. 6. "PARTIES" refers to the CLASS REPRESENTATIVES, the PLAINTIFF CLASS, and DEFENDANTS, collectively. 7. "PLAINTIFF CLASS" refers to the following classes as alleged in the COMPLAINT, for the SETTLEMENT PERIOD- which contain 37 people: a. All persons who are or have been employed by one or more Defendants as Appraisers, including employees with the job title "In-House Appraiser," "Staff Appraiser," "Review Appraiser," "Lead Appraiser," "In-House Review Appraiser," "Senior Review Appraiser," "Quality Control Reviewer," "QC Reviewer," and any other employee performing the same or similar duties for Defendants within California at any time during the SETTLEMENT PERIOD (collectively referred to herein as "Staff Appraisers and/or Quality Control Appraisers"). b. All persons who are or have been employed by one or more Defendants as Appraisers, including employees with the job title "In-House Appraiser," "Staff Appraiser," "Review Appraiser," "Lead Appraiser," "In-House Review Appraiser,"

Upload: vuphuc

Post on 11-Mar-2018

217 views

Category:

Documents


1 download

TRANSCRIPT

Page 1: CLASS ACTION SETTLEMENT AND RELEASE OF … Settlement Fw1d (and/or Class Counsel does not successfully appeal any denial of fees), the difference between this amount and the actual

CLASS ACTION SETTLEMENT AND RELEASE OF CLAIMS

This Settlement Agreement and Release of Claims ("Settlement Agreement") is entered into by and between AXIS APPRAISAL MANAGEMENT SOLUTIONS, INC. ("AXIS"), KIMBERLY PEROTTI ("PEROTTI") and MICHAEL SIMMONS ("SIMMONS") (at times collectively referred to herein as "DEFENDANTS"), on the one hand, and Representative Plaintiffs BRUCE FORD ("FORD"), JOSEPH HARVARD "HARVARD"), and SANDRA HUSER ("HUSER") (at times collectively referred to herein as "CLASS REPRESENTATIVES," "REPRESENTATIVE PLAINTIFFS," and/or "PLAINTIFFS") on behalf of themselves individually and on behalf of all members of the PLAINTIFF CLASS as described herein below, on the other hand.

DEFINITIONS

1. "CLASS COUNSEL" is Bryan Schwartz, Esq. of Bryan Schwartz Law.

2. "CLASS NOTICE PACKAGE" means the Class Notice in a form substantially similar to that attached hereto as Exhibit A, subject to Court approval, and incorporated herein by reference.

3. "DEFENDANTS' COUNSEL" is Eric Sternberger, Esq. and Sarah N. Leger, Esq. of Ragghianti Freitas LLP.

4. "GROSS SETTLEMENT FUND" refers to the amount of $380,000.00 (three hundred eighty thousand dollars and no cents) that DEFENDANTS will make available for payment, in its entirety, pursuant to this Settlement Agreement.

5. "NET SETTLEMENT FUND" shall be calculated by deducting approved CLASS COUNSEL'S attorney's fees and litigation costs, the enhanced payments to the CLASS REPRESENTATIVES, the payment to the California Labor & Workforce Development Agency ("L WDA") for release of claims w1der the Private Attorney General Act ("PAGA") under Labor Code section 2699 et seq., and the fees and expenses of the SETTLEMENT ADMINISTRATOR from the GROSS SETTLEMENT FUND.

6. "PARTIES" refers to the CLASS REPRESENTATIVES, the PLAINTIFF CLASS, and DEFENDANTS, collectively.

7. "PLAINTIFF CLASS" refers to the following classes as alleged in the COMPLAINT, for the SETTLEMENT PERIOD- which contain 37 people: a. All persons who are or have been employed by one or more Defendants as Appraisers, including employees with the job title "In-House Appraiser," "Staff Appraiser," "Review Appraiser," "Lead Appraiser," "In-House Review Appraiser," "Senior Review Appraiser," "Quality Control Reviewer," "QC Reviewer," and any other employee performing the same or similar duties for Defendants within California at any time during the SETTLEMENT PERIOD (collectively referred to herein as "Staff Appraisers and/or Quality Control Appraisers").

b. All persons who are or have been employed by one or more Defendants as Appraisers, including employees with the job title "In-House Appraiser," "Staff Appraiser," "Review Appraiser," "Lead Appraiser," "In-House Review Appraiser,"

Page 2: CLASS ACTION SETTLEMENT AND RELEASE OF … Settlement Fw1d (and/or Class Counsel does not successfully appeal any denial of fees), the difference between this amount and the actual

"Senior Review Appraiser," "Quality Control Reviewer," "QC Reviewer," and any other employee performing the same or similar duties for Defendants within the United States at any time during the SETTLEMENT PERIOD (collectively referred to herein as "Staff Appraisers and/or Quality Control Appraisers").

8. "QUALIFIED PLAINTIFF" and/or "SETTLEMENT CLASS" refers to all members of the PLAINTIFF CLASS who do not timely submit to the SETTLEMENT ADMINISTRATOR a valid "opt-out" form consistent with the CLAIM PROCESS as described herein below.

9. "SETTLEMENT ADMINISTRATOR" refers to the third party company responsible for administering the SETTLEMENT. CLASS COUNSEL and DEFENDANTS' COUNSEL have obtained bids from various such companies and have selected as the most cost-efficient, capable bidder Gilardi & Co., of San Rafael, CA.

10. "SETTLEMENT ADMINISTRATION EXPENSES'' are those expenses incurred by the SETTLEMENT ADM1NISTRA TOR in effecting the SETTLEMENT.

11. "SETTLEMENT PERIOD" is August 22, 2010 through April23, 2015.

RECITALS

12. On August 22,2014, CLASS COUNSEL filed a Complaint in Marin County Superior Court styled as "Bruce Ford, on behalf of himself and those similarly situated v. Axis Appraisal Management Solutions, Inc., Kimberly Perotti and Michael Simmons, Case No. CV 1403236."

13. On September 23,2014, HARVARD filed a Consent-to-Join Form under 29 U.S.C. § 216(b).

14. On May 21,2015, HUSER filed a Consent-to-Join Form under 29 U.S.C. § 216(b).

15. On July 2, 2015 an amended Complaint was filed by CLASS COUNSEL on behalf of the REPRESENTATIVE PLAINTIFFS. This amended Complaint shall be refen·ed to herein as the COMPLAINT.

16. The lawsuit now pending (Case No. CV 1403236) in Marin County Superior Court shall be referred to herein as the DISPUTE and/or the PENDING ACTION.

17. This SETTLEMENT AGREEMENT affects claims of the PLAINTIFF CLASS arising during the SETTLEMENT PERIOD as alleged in the COMPLAINT. PLAINTIFFS allege that DEFENDANTS violated wage and hour laws and seeks, on their own behalf and on behalf of the class alleged therein, unpaid wages and penalties for missed meal and rest breaks, interest and penalties thereon, liquidated damages arising therefrom, injunctive and other equitable relief related thereto, and reasonable attorney's fees and costs under, inter alia, California Labor Code§§ 200-203, 221, 223, 226.7, 510, 512, 1194, 1198, 2698 et seq., 2802; Business and Professions Code§ 17200 et seq.; and Fair Labor Standard Act, 29 U.S.C. §§ 206, 207,216.

Page 3: CLASS ACTION SETTLEMENT AND RELEASE OF … Settlement Fw1d (and/or Class Counsel does not successfully appeal any denial of fees), the difference between this amount and the actual

18. DEFENDANTS deny that they violated the law in any manner alleged in the COMPLAINT or otherwise. Nothing contained herein, nor the consummation of this SETTLEMENT AGREEMENT, is to be construed or deemed an admission of liability, culpability, negligence, or wrongdoing by DEFENDANTS.

19. The PARTIES intend to fully, finally and forever settle, compromise, and discharge all disputes and claims arising during the SETTLEMENT PERIOD alleged by the PLAINTIFF CLASS in the COMPLAINT, as well as known and unknown claims which could have been brought based on the factual allegations contained in the COMPLAINT, including but not limited to claims for misclassification, unpaid wages, unpaid commissions, unpaid overtime, record-keeping violations, paycheck violations, meal period and rest period violations, "waiting time" penalties, and failure to reimburse business expenses, which arise during the SETTLEMENT PERIOD.

20. The PARTIES intend that this SETTLEMENT AGREEMENT should include a full and complete settlement and release of the claims described in the preceding paragraph, and which included in its effect all of the DEFENDANTS' present and former parent companies, subsidiaries, affiliates, shareholders, officers, directors, attorneys, insurers, employees and agents.

21. CLASS COUNSEL represents that he has conducted a sufficiently thorough investigations into the claims of the PLAINTIFF CLASS against DEFENDANTS. Based on his own independent investigation and evaluation and all known facts and circumstances, including the risk of significant defenses asserted by DEFENDANTS, CLASS COUNSEL are of the opinion that the SETTLEMENT is fair, reasonable and adequate and is in the best interest of the PLAINTIFF CLASS.

22. The PARTIES agree to cooperate and take all steps necessary and appropriate to obtain preliminary and final approval of this SETTLEMENT and to effectuate all aspects of this SETTLEMENT AGREEMENT.

CERTIFICATION OF THE PLAINTIFF CLASS FOR SETTLEMENT PURPOSES ONLY

23. For settlement purposes only, the PARTIES agree that the PLAINTIFF CLASS shall be certified. This SETTLEMENT AGREEMENT is contingent upon the approval and certification by the Court of the PLAINTIFF CLASS for settlement purposes only. The PARTIES expressly agree that DEFENDANTS do not waive, and instead expressly reserve, their rights to challenge the propriety of class certification for any purpose should the Court not approve the SETTLEMENT and SETTLEMENT AGREEMENT. In connection with the proposed certification of the PLAINTIFF CLASS, the PARTIES shall cooperate and present to the Court for its consideration competent evidence, as may be requested by the Court, under the applicable due process requirements and standards for class certification.

SETTLEMENT APPROVAL PROCEDURE

24. This Settlement Agreement will become final and effective upon occurrence of all of the events described in paragraphs 25 through 29, inclusive.

Page 4: CLASS ACTION SETTLEMENT AND RELEASE OF … Settlement Fw1d (and/or Class Counsel does not successfully appeal any denial of fees), the difference between this amount and the actual

25. Execution of this Settlement Agreement by the Parties and their respective counsel of record.

26. Entry of an Order by the Court (a) granting preliminary approval of the Settlement Agreement, including conditional certification of the Plaintiff Class for settlement purposes only, (b) approving the proposed Class Notice (the Parties' proposed form is attached hereto as Exhibit A), or a document substantially similar, and (c) scheduling a hearing date for final approval of the Settlement Agreement.

27. Filing by Class Counsel, on or before the date of the final approval hearing, the Settlement Administrator's verification, in writing, that the Class Notice Package to the Plaintiff Class has been disseminated in accordance with the Court's preliminary approval Order.

28. Entry of an Order by the Court granting final approval of the Settlement Agreement.

29. Occurrence of the "Effective Date," which, if there are no timely objections by members of the Plaintiff Class and/or any such objections have been withdrawn prior to the final approval hearing, shall be the date the Court signs an Order granting final approval of the Settlement Agreement. If timely objections are filed by one or more members of the Plaintiff Class which are not thereafter withdrawn prior to the final approval hearing, tl1e Effective Date shall be the date that the Court's Order granting final approval to the Settlement Agreement is no longer appealable or if such an appeal is filed, the date on which the appeal is final.

SETTLEMENT PAYMENT AND CALCULATION OF CLAIMS

30. In consideration of the mutual covenants and promises set forth herein, the Parties agree, subject to the Court's approval, as follows:

31. Settlement Amount: Defendant agrees to pay a total of THREE HUNDRED EIGHTY THOUSAND DOLLARS ($380,000). This amount includes payments to Settlement Class Members who do not submit valid opt out forms, an Enhancement Award (i.e., service payment) to each of the Class Representatives, $4,000 for the release of any Private Attorneys General Act ("P AGA") claims that could be asserted, fees and expenses of the Settlement Administrator, Class Counsel's approved attorneys' fees (of up to $126,666.67), and Class Counsel's approved litigation costs. Defendant shall make or has made four ( 4) earnest money deposits of $50,000 each with the Settlement Administrator on the following dates: May 1, 2015, June 1, 2015, July I, 2015 and August 1, 2015, and shall thereafter fund the remaining Gross Settlement Fund to the Settlement Administrator not later than October I, 2015. If Settlement is not approved by the Court, all funds will be returned to DEFENDANTS less already earned fees of the Settlement Administrator.

a. Attorney's Fees and Costs: In conjunction with final approval of this Settlement Agreement, Class Counsel will apply to the Court for an award of attorneys' fees in an amount totaling up to 33 l/3% of the Gross Settlement Fund (i.e., $126,666.67), plus actual costs not to exceed $10,000. Defendant will not oppose such application. If the Court does not approve an award of 33 1/3% of the

Page 5: CLASS ACTION SETTLEMENT AND RELEASE OF … Settlement Fw1d (and/or Class Counsel does not successfully appeal any denial of fees), the difference between this amount and the actual

Gross Settlement Fw1d (and/or Class Counsel does not successfully appeal any denial of fees), the difference between this amount and the actual amount approved shall be returned to the Net Settlement Fund to be distributed to the Settlement Class Members (in a second allocation, if after appeal), according to the formula set forth below. These fees and costs are included in, and come from, the Gross Settlement Fund and will be paid directly to Class Counsel within ten (10) days of the Effective Date. Class Counsel will be issued an IRS Form 1099 for their award of attorneys' fees.

b. Enhancement Award: Subject to Court approval, in addition to any payment the Representative Plaintiffs receive in their capacity as a Class Member, they will individually receive, an Enhancement Award from the Gross Settlement Fund for their services as Class Representative in the following amounts: FORD: $15,000; HARVARD: $5,000; HUSER: $2,500. The Class Representatives' enhancement awards will be distributed by the Settlement Administrator within ten (1 0) days after ilie Effective Date noted herein and will include the issuance of an IRS Form 1099 in connection with this payment.

c. Settlement Awards to Class Members: Each member of the Plaintiff Class shall be entitled to receive a pro rata portion of the Net Settlement Fund (his/her "Individual Settlement Share"), calculated based upon his or her regular rate of pay and workweeks at Defendants, with an increased allocation for California-based workweeks, ofTset by any prior settlement amount for wage claims paid by Defendants to him or her. The Settlement Administrator will calculate the regular rate of pay and workweeks based upon data provided by Defendants, and calculate applicable offsets, if any, in conjunction with Class Counsel, and will thus calculate the Individual Settlement Share to be paid to each Qualified Claimant. Settlement Class Members' settlement checks shall be distributed by the Settlement Administrator within ten (I 0) days after the Effective Date.

d. Payments to the California Labor & Workforce Development Agency: The Parties shall apply to the Court for approval of a payment under the California Private Attorneys General Act ("PAGA"), Labor Code§§ 2699 et seq. The Parties have agreed to allocate Four Thousand Dollars ($4,000) (the "PAGA Payment") from the Gross Settlement Fund towards a release of the P AGA claims, as described more fully herein. The Parties agree that this amount is reasonable in light of the facts and circumstances presented in the Action. If approved, the California Labor & Workforce Development Agency ("L WDA'') shall be paid seventy-five percent (75%) of the total amount allocated towards PAGA claims from the Gross Settlement FWld within ten (I 0) days after the Effective Date. If approved, twenty-five percent (25%) of the total amount allocated towards PAGA claims shall be included in the calculation of the Net Settlement Fund and thereafter distributed to the Settlement Class in accordance with the terms of this agreement. In the event the L WDA or Court rejects this allocation, the parties will meet and confer with the Court and the L WDA to reach a penalty allocation that is acceptable to all parties and that does not materially alter the terms of the Settlement Agreement. Notably, the LWDA has been notified of the pendency of this action, and has elected not to pursue penalties or any otl1er remedy for the alleged violations described in the Complaint.

Page 6: CLASS ACTION SETTLEMENT AND RELEASE OF … Settlement Fw1d (and/or Class Counsel does not successfully appeal any denial of fees), the difference between this amount and the actual

e. Cost of Settlement Administration: The fees and expenses of the Settlement Administrator shall be paid tl·om the Gross Settlement Fund within ten (I 0) days after the Effective Date. If the Effective Date does not occur, then Defendants will bear any already-incurred fees and costs of the Settlement Administrator, but no otl1er settlement administration fees or costs.

ALLOCATION AND TAX TREATMENT

32. The Parties agree that 25% percent of the Individual Settlement Share that is distributed to each Qualified Claimant will be considered unreimbursed business expenses, 25% will be considered penalties and 25% percent will be considered interest, all of which will be reported as such to each Qualified Claimant via an IRS Form 1099. The parties agree that the remaining 25% percent of the amount distributed to each Qualified Claimant will be considered wages and will be reported as such to each Qualified Claimant on a W-2.

33. The Parties agree that the payment of the Enhancement Payments and/or the Individual Settlement Shares shall not affect any benefit program of AXIS, including but not limited to any retirement or pension accounts of AXIS or for the benefit of AXIS and/or its employees, past and current.

34. All Parties represent that they have not received, and shall not rely on, advice or representations from other parties or their agents regarding the tax treatment of payments under federal, state, or local law. Any tax obligation arising from the Settlement Payments, Class Representative' enhancement payments and/or Class Counsels' fees and costs made under the terms of this Agreement, will be the sole responsibility of each person receiving such payment( s ), except that Defendant shall bear the employer's share of any payroll taxes required. The latter shall be paid separately and not from the Gross Settlement Fund, and shall be deposited with the Settlement Administrator ten (I 0) days from the Effective Date. Each Qualified Claimant is responsible to pay his or her portion of the taxes due on any payment he or she receives under this Settlement Agreement.

35. The Settlement Administrator will perform the duties of distributing notice, independently reviewing requests for exclusion and objections, and verifying and distributing any amounts due to Qualified Claimants as described in this Settlement Agreement. The Settlement Administrator will report, in summary or narrative form, the substance of its findings. All disputes relating to the Settlement Administrator's ability and need to perform its duties shall be referred to the Court, if necessary, which will have continuing jurisdiction over the terms and conditions oftl1is Settlement Agreement, until all payments and obligations contemplated by the Settlement Agreement have been fully carried out.

NOTICE TO THE PLAINTIFF CLASS

36. DEFENDANTS shall advise all current employees in the PLAINTIFF CLASS, in writing, of the settlement and include in such writing a statement that DEFENDANTS approve of said settlement and release.

Page 7: CLASS ACTION SETTLEMENT AND RELEASE OF … Settlement Fw1d (and/or Class Counsel does not successfully appeal any denial of fees), the difference between this amount and the actual

37. Subject to Court approval of content, the Class Notice Package shall be sent to the Plaintiff Class, by first class mail, within fifteen ( 15) calendar days of the entry of an Order granting preliminary approval of this Settlement Agreement. The Class Notice will, subject to Court approval, advise all Class Members of the nature of the case, the terms of the Settlement, the binding nature of the release, the final approval hearing date, and Class Members' right to make a claim, opt out or object. The Claim Form shall contain the amounts of minimum expected allocations tl·om Defendant to each Class Member. Class Members shall not be required to pay return postage on the Claim Form and the cost of such postage shall be included in the fees and costs of the Settlement Administrator.

38. Defendant will provide to the Settlement Administrator and Class Counsel with a database within five (5) calendar days of the entry of an Order granting preliminary approval of the Settlement and Class Notice Package. The database shall include: (I) the names, last known addresses, home telephone number and e-mail address for each member of the Plaintiff Class, and (2) data pertaining to the dates of service and number of,workweeks that each member of the Plaintiff Class worked for Defendant during the Settlement Period, and (3) the wage data for each Class Member, to enable the Settlement Administrator to estimate the regular rate of pay. In addition thereto, the database provided to the Settlement Administrator shall also contain Social Security numbers for members of tl1e Plaintiff Class. Defendant agrees to provide these Databases in a format reasonably acceptable to the Settlement Administrator and/or Class Counsel.

39. The Settlement Administrator will use the United States Postal Service National Change of Address ("NCOA") List to verify the accuracy of all addresses before the initial mailing date to ensure that the Class Notice Package is sent to all Plaintiff Class Members at the addresses most likely to result in immediate receipt of the claim documents. It will be conclusively presumed that if an envelope so mailed has not been returned within thirty (30) days of the mailing that the Class Member received the Class Notice Package. With respect to any returned envelopes, the Settlement Administrator will perform a routine skip trace procedure to obtain a current address and, if an updated address is located, then re-mail the envelope to such address within five (5) calendar days of the receipt of the returned envelope. Plaintiff Class Members to whom Class Notice Packages were re-sent after having been returned undeliverable to the Settlement Administrator shall have fifteen ( 15) calendar days after the date of re-mailing to object, or opt out of the settlement. Class Notice Packages that are re-mailed shall be accompanied by a short cover letter from the Settlement Administrator informing the recipient of this adjusted deadline. No third mailing shall occur without good cause, as determined by the Settlement Administrator.

40. Class Counsel shall provide the Court, at least five (5) calendar days prior to the final approval hearing, a declaration by the Settlement Administrator of due diligence and proof of mailing with regard to the mailing of the Class Notice Package.

CLAIMS PROCESS

Page 8: CLASS ACTION SETTLEMENT AND RELEASE OF … Settlement Fw1d (and/or Class Counsel does not successfully appeal any denial of fees), the difference between this amount and the actual

41. Members of the Plaintiff Class may opt-out of the Settlement by following the directions in the Class Notice Package. Any such request must be postmarked not more than thirty (30) calendar days after the date the Class Notice Package is mailed to the Plaintiff Class (or not more than fifteen ( 15) calendar days after the date the Class Notice Package is re-mailed, in the circumstance described above). Requests to opt-out that do not include all required information, or that are not submitted on a timely basis, will be deemed null, void and ineffective. Persons who are eligible to and do submit valid and timely requests to opt-out of the Settlement will not participate in the Settlement, nor will they be bound by the terms of the proposed Settlement, if it is approved, or the Final Judgment in this Action.

42. Objections to the Settlement must be filed with the clerk of the court and served on Class Counsel and Defendant's Counsel no later than thirty (30) calendar days after the Class Notice Package is sent (or not more than fifteen (15) calendar days after the date the Class Notice Package is re-mailed, in the circumstance described above).

43. Objections must describe why the objector believes the Settlement is unfair and whether the objector intends to appear at the final approval hearing. Deficient or untimely Objections shall not be considered. Class Members who fail to file and serve timely written objections in the manner specified above shall be deemed to have waived any objections and shall be foreclosed from making any objection (whether by appeal or otherwise) to the Settlement, unless otherwise ordered by the Court. Class Counsel and Defendant's Counsel may, at least ten (10) days (or some other number of days as the Court shall specify) before the Final Approval Hearing, file responses to any written objections submitted to the Court.

44. Upon completion of its calculation of payments, the Settlement Administrator will provide Class Counsel and Defendant's Counsel with a report listing the amount of all payments to be made to each Qualified Claimant. After receiving the Settlement Administrator's report, Class Counsel and Defendant's Counsel shall jointly review same to determine if the calculation of payments to Settlement Class members is consistent with this Settlement.

45. Defendant will not retaliate against Members of the PlaintitiClass for any actions taken or not taken with respect to this Settlement or retaliate against the Class Representative for filing the PENDING ACTION.

DISPUTE PROCESS

46. The Notice will apprise each member of the Plaintiff Class of the approximate dates he or she held an eligible position during the Settlement Period as well as his or her total number of workweeks. These calculations shall be based on Defendant's records. Defendant's records are presumed to be accurate.

47. If a member of the Plaintiff Class does not wish to challenge the information set forth in the Notice, then the member need do nothing, and payment will be made based on Defendant's records.

Page 9: CLASS ACTION SETTLEMENT AND RELEASE OF … Settlement Fw1d (and/or Class Counsel does not successfully appeal any denial of fees), the difference between this amount and the actual

48. If a member of the Plaintiff Class wishes to challenge the information set forth in the Notice, then the member must submit a written, signed challenge along with supporting documents, if any exist, to the Settlement Administrator at the address provided on the Notice within thirty (30) calendar days of the date the Class Notice Package was mailed to the member of the Plaintiff Class (or within fifteen (15) calendar days of the date the Class Notice Package was re-mailed, in the circumstance described above).

49. No dispute will be considered timely if it is postmarked more than the number of days set forth in the preceding paragraph of this agreement. Absent an agreement between Class Counsel and Defendant's Counsel regarding how to address the dispute, the Settlement Administrator shall have authority to resolve the challenge and make a final and binding determination without hearing or right of appeal. Defendant agrees to provide the Settlement Administrator with additional documents necessary to assess the challenge. All disputes shall be resolved, either by agreement of Class Counsel and Defendant's Counsel or by decision of the Settlement Administrator as provided herein, prior to submitting the Settlement administrator's declaration to the Court for final approval.

50. Settlement checks issued to the Class Representative and Qualified Claimants shall remain valid for ninety (90) calendar days from the date of issuance. This expiration or cancellation date shall be clearly printed on the front of the check ("Void Date"). If the Class Representative or any Qualified Claimants do not cash his or her settlement payment check(s) before the Void Date, his or her settlement check(s) will be distributed to LEGAL AID OF MARIN, or another cy pres beneficiary approved by tl1e Court. Settlement checks can be reissued to Qualified Claimants upon request within this 90 day period but any reissued checks shall have the same Void Date as the original settlement check. Those Qualified Claimants who fail to cash their settlement checks will be deemed to have waived irrevocably any right in or claim to a settlement share paid directly by Defendant, but the Settlement Agreement shall remain binding upon them.

OPT-OUTTHRESHOLD

51. In the event 10 or more of the PLAINTIFF CLASS affirmatively opt-out of the Settlement, Defendants may, at their option, void the Agreement. Unless there are I 0 or more affirmative opt -outs, Defendants will not receive reversion of any part of the Total Settlement Amount, unless the Settlement is not finally approved by the Court with terms materially identical to t11e terms articulated herein. In the event the settlement is voided per this term, or is not given final approval by the Court, Defendants will bear only the already-accrued costs of the Settlement Administrator.

INJUNCTIVE RELIEF

52. Defendants have reclassified all current employees in the PLAINTIFF CLASS from exempt to non-exempt from state and federal wage laws as ofFebtuary 1, 2015.

RELEASES

Page 10: CLASS ACTION SETTLEMENT AND RELEASE OF … Settlement Fw1d (and/or Class Counsel does not successfully appeal any denial of fees), the difference between this amount and the actual

53. Upon the final approval by the Court of this Settlement Agreement, and except as to such rights or claims as may be created by this Settlement Agreement, all members of the Plaintiff Class who do not timely request exclusion fully release and discharge Defendant and Defendant's present and former parent companies, subsidiaries, shareholders, officers, directors, attorneys, insurers, successors and assigns ("Releasees"), from any and all individual and class claims, debts, liabilities, demands, obligations, penalties, guarantees, costs, expenses, attorneys' fees, damages, action or causes of action of whatever kind or nature, whether known or unknown, that were actually alleged in the Complaint, as well as wage and hour class claims which could have been brought based on the specific factual allegations contained in the Complaint, including, but not limited to any claims for unpaid wages, unpaid commissions, unpaid overtime, record-keeping violations, paycheck violations, meal period and rest period violations, "waiting time" penalties, and failure to reimburse business expenses, which arose between August 22,2010 through April 23, 2015, inclusive.

In order to achieve a full and complete release of Releasees by the Settlement Class of all claims arising from or related to the Complaint, this Settlement Agreement is intended to include claims that were brought or claims which could have been brought based on the specific factual allegations alleged in the Complaint.

54. Upon final approval by the Court of this Settlement Agreement, and for and in consideration of the payment of the Class Representatives' Enhancement Awards to the Class Representatives for services performed on behalf of the Class, the Class Representatives fully release and discharge Releasees from any and all claims, debts, liabilities, demands, obligations, guarantees, costs, expenses, attorneys' fees and costs, damages, penalties, prejudgment interest, actions or causes of action of whatever kind or nature arising out of or during their employment with Defendants, to the date of the preliminary approval of tl1is Settlement Agreement by the Court. For this time period, the Representative Plaintiffs also waive all rights and benefits afforded by Section 1542 ofthe Civil Code of the State of California, and do so understanding the significance of that waiver.

Section 1542 provides: A general release does not extend to claims which the creditor does not lmow or suspect to exist in his or her favor at the time of executing the release, which if known bv him or her must have materially affected his o1· her settlement with the debtor.

DUTIES OF THE PARTIES PRIOR TO COURT APPROVAL

55. The Parties shall submit this Settlement Agreement to tl1e Court in support of Plaintiffs Motion for Preliminary Approval for determination by the Court as to its fairness, adequacy, and reasonableness and apply for the entry of a preliminary Order substantially in the following form:

a. Scheduling a fairness hearing on the question of whether the proposed Settlement should be finally approved as fair, reasonable, and adequate as to the Plaintiff Class;

b. Approving the proposed Class Notice Package;

Page 11: CLASS ACTION SETTLEMENT AND RELEASE OF … Settlement Fw1d (and/or Class Counsel does not successfully appeal any denial of fees), the difference between this amount and the actual

c. Preliminarily approving the Settlement; and

d. Preliminarily certifying the Plaintiff Class for purposes of settlement.

DUTIES OF THE PARTIES FOLLOWING FINAL COURT APPROVAL

56. Following final approval by the Court of this Settlement Agreement, Class Counsel will submit a proposed final Order and Judgment:

a. Approving the Settlement Agreement, adjudging the terms thereof to be fair, reasonable, and adequate, and directing consummation of its terms and prOVISIOns;

b. Approving and awarding Class Counsel's fees and costs, the Settlement Administration Costs, and the Enhancement Award as set forth in the Settlement Agreement;

c. Dismissing the claims released herein from the operative Complaint with prejudice as to the Representative Plaintiffs and Settlement Class Members.

VOIDING THE SETTLEMENT AGREEMENT

57. If the Court does not approve any material condition of this Settlement Agreement or effects a fundamental change of the Parties' Settlement, with the exception of any changes to the Class Notice Package, the award of Class Counsels' fees/costs, penalties paid to the L WDA for the PAGA claims, and the award of enhancement payments, then the entire Settlement Agreement will be voidable and unenforceable at the option of either Party hereto.

58. Either Party may void this Settlement Agreement as provided in the preceding Paragraph, by giving notice in v-Titing to all other Parties and the Court at any time prior to final approval of the Settlement Agreement by the Court.

PARTIES' AUTHORITY

59. The signatories represent that they are fully authorized to enter into this Settlement Agreement and bind the Parties to its terms and conditions.

MUTUAL FULL COOPERATION

60. The Parties agree to fully cooperate with each other to accomplish the terms of this Settlement Agreement, including but not limited to, execution of such documents as may reasonably be necessary to implement the terms of this Settlement Agreement. The Parties to this Settlement Agreement shall use their best efforts, including all efforts contemplated by this Settlement Agreement and any other efforts that may become necessary by order of the Court, or otherwise, to effectuate this Settlement Agreement. As soon as practicable after execution of this Settlement Agreement, Class Counsel shall, with the assistance and cooperation of Defendant's Counsel,

Page 12: CLASS ACTION SETTLEMENT AND RELEASE OF … Settlement Fw1d (and/or Class Counsel does not successfully appeal any denial of fees), the difference between this amount and the actual

take all necessary steps to secure the Court's final approval of this Settlement Agreement.

61. Defendants understand that in the course of applying for settlement approval, Plaintiffs will be required to submit sufficient evidence to support the fairness of the proposed settlement terms. Defendants affirmatively agree to assist and support Plaintiffs in providing such evidence and, if requested by Plaintiffs, will provide declaration( s) or other admissible evidence reflecting class size, wage infonnation, and workweeks worked during the Settlement Period.

NO ADMISSION OF LIABILITY

62. Each of the Parties has entered into this Settlement Agreement with the intention to avoid further disputes and litigation with the attendant risk, inconvenience and expense. Nothing contained herein, nor the consummation of this Settlement Agreement, is to be construed or deemed an admission ofliability, culpability, negligence, or wrongdoing on the part of Defendant. This Settlement Agreement is a settlement document and shall, pursuant to Califomia Evidence Code Section 1152, be inadmissible as evidence in any proceeding. The preceding sentence shall not apply to an action or proceeding to approve, interpret, or enforce this Settlement Agreement.

ENFORCEMENT OF THE SETTLEMENT AGREEMENT

63. In the event that one or more of the Parties to this Settlement Agreement institutes any legal action, arbitration, or other proceeding against any other party or Parties to enforce the provisions of this Settlement Agreement or to declare rights and/or obligations under this Settlement Agreement, the successful Party or Parties shall be entitled to recover from the unsuccessful Party or Parties reasonable attorneys' fees and costs, including expert witness fees incurred in connection with any enforcement actions.

CONFIDENTIALITY

64. All Parties agree to keep the terms of this Settlement confidential unless and until preliminary approval of the Settlement is granted by the Court.

NO PUBLICITY

65. All Parties and their respective counsel agree that the Settlement shall not be publicized (other than by the Notice and Claims Process described above) in any way, and no Party shall issue or permit to be issued a press release relating to the Settlement.

NOTICES

66. Unless otherwise specifically provided, all notices, demands or other communications in connection with this Settlement Agreement shall be: (I) in writing; (2) deemed given on the third business day after mailing; and (3) sent via

Page 13: CLASS ACTION SETTLEMENT AND RELEASE OF … Settlement Fw1d (and/or Class Counsel does not successfully appeal any denial of fees), the difference between this amount and the actual

United States registered or certified mail, return receipt requested, addressed as follows:

To Plaintiffs:

To Defendants:

Bryan Schwartz, Esq. Bryan Schwartz Law 1330 Broadway, Suite 1630 Oakland, CA 94612

Sarah N. Leger, Esq. Ragghianti Freitas LLP 1101 Fifth Ave., Suite I 00 San Rafael, CA 94901

CONSTRUCTION AND INTERPRETATION

67. The Parties agree that the terms and conditions of this Settlement Agreement are the result of lengthy, intensive arm's-length negotiations between the Parties and that this Settlement Agreement shall not be construed in favor of or against any of the Parties by reason of their participation in the drafting of this Settlement Agreement.

68. Paragraph titles are inserted as a matter of convenience and for reference, and in no way define, limit, extend, or describe the scope of this Settlement Agreement or any of its provisions. Each term of this Settlement Agreement is contractual and not merely a recitaL

69. This Agreement shall be subject to and governed by the Jaws of the State of California. The patties acknowledge that they are subject to the continuing jurisdiction of the Court to enforce the terms of the Settlement contained herein. If any party files a subsequent action to enforce this Agreement, such action shall be venued exclusively in the Superior Court of Marin County, California.

MODIFICATION

70. This Settlement Agreement may not be changed, altered, or modified, except in writing and signed by counsel for the Parties, and approved by the Court. This Settlement Agreement may not be discharged except by performance in accordance with its terms or by a writing signed by cow1sel for the Parties.

7 I. This Settlement Agreement contains the entire agreement between the Pm·ties relating to m1y and all matters addressed in the Settlement Agreement, and all prior or contemporaneous agreements, understandings, representations, and statements, whether oral or written and whether by a Party or such Party's legal counsel, with respect to such matters are extinguished. No rights hereunder may be waived or modified except in a writing signed by all Parties.

BINDING ON ASSIGNS

72. This Settlement Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, trustees, executors, administrators, successors and assigns.

Page 14: CLASS ACTION SETTLEMENT AND RELEASE OF … Settlement Fw1d (and/or Class Counsel does not successfully appeal any denial of fees), the difference between this amount and the actual

CLASS COUNSEL SIGNATORIES

73. It is agreed that it is impossible or impractical to have each member of the Plaintiff Class execute this Settlement Agreement. The Notice will advise all Class Members of the binding nature of the release and such shall have the same force and effect as if each member of the Plaintiff Class executed this Settlement Agreement.

COUNTERPARTS

74. This Settlement Agreement may be executed in counterparts, and when each party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterparts, shall constitute one Settlement Agreement, which shall be binding upon and effective as to all Parties. Copies of the executed agreement shall be effective for all purposes as though the signatures contained therein were original signatures.

NON-DISPARAGEMENT

75. Perotti, Simmons, Ford, Harvard, and Huser, and each of them, agree not to disparage one another publicly or privately in any manner. Axis will not authorize any employee to issue any statement on the Company's behalf that disparages the representative plaintiffs.

IT IS SO AGREED.

CLASS REPRESEl\ITA TIVES:

DATED:------' 2015 JOSEPH HARVARD

DATED: ______ , 2015 SANDRA HUSER

CLASS COUNS~7: ? DATED: --f~'!--1--~Z'----'' 2015 TZLAW

Page 15: CLASS ACTION SETTLEMENT AND RELEASE OF … Settlement Fw1d (and/or Class Counsel does not successfully appeal any denial of fees), the difference between this amount and the actual

CLASS COUNSEL SIGNATORIES

73. It is agreed that it is impossible or impractical to have each member of the Plaintiff

Class execute this Settlement Agreement. The Notice will advise all Class Members of the binding nature of the release and such shall have the same force and effect as if each member of the Plaintiff Class executed this Settlement Agreement.

COUNTERPARTS

74. This Settlement Agreement may be executed in counterparts, and when each party

has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterparts, shall constitute one Settlement Agreement, which shall be binding upon and effective as to all Parties. Copies of the executed agreement shall be effective for all purposes as though the signatures contained therein were original signatures.

NON-DISPARAGEMENT

75. Perotti, Simmons, Ford, Harvard, and Huser, and each of them, agree not to disparage one another publicly or privately in any manner. Axis will not authorize any employee to issue any statement on the Company’s behalf that disparages the representative plaintiffs.

IT IS SO AGREED. CLASS REPRESENTATIVES: DATED: ________________, 2015 ________________________________ BRUCE FORD DATED: ________________, 2015 ________________________________ JOSEPH HARVARD DATED: ________________, 2015 ________________________________ SANDRA HUSER CLASS COUNSEL: DATED: ________________, 2015 BRYAN SCHWARTZ LAW

________________________________ BRYAN SCHWARTZ, ESQ.

August, 02

Page 16: CLASS ACTION SETTLEMENT AND RELEASE OF … Settlement Fw1d (and/or Class Counsel does not successfully appeal any denial of fees), the difference between this amount and the actual

1.1.

7 -

I ~ IS .SU fiREI.rt

c REJ1R£S rr D:z\TED: • ?OIS

HKL CE I'UH I)

------·· Zftl fiRYiH\ S("ll ARTZ

Page 17: CLASS ACTION SETTLEMENT AND RELEASE OF … Settlement Fw1d (and/or Class Counsel does not successfully appeal any denial of fees), the difference between this amount and the actual

DEFENDANfS:

DATED: -~j--:=L _____ 2015

DATED: __ ~~-j __ .2015 u

DEFENDANTS' COl:NSEL:

DATED:~~±_. 2015

Page 18: CLASS ACTION SETTLEMENT AND RELEASE OF … Settlement Fw1d (and/or Class Counsel does not successfully appeal any denial of fees), the difference between this amount and the actual

EXHIBIT A - CLASS NOTICE

Page 19: CLASS ACTION SETTLEMENT AND RELEASE OF … Settlement Fw1d (and/or Class Counsel does not successfully appeal any denial of fees), the difference between this amount and the actual

SUPERIOR COURT OF THE STATE OF CALIFORNIA

FOR THE COUNTY OF MARIN

GENERAL CIVIL DIVISION-SAN RAFAEL

BRUCE FORD, JOSEPH HARVARD, SANDRA HUSER, individually, on behalf of all others similarly situated, and on behalf of the general public,

Plaintiffs,

v.

AXIS APPRAISAL MANAGEMENT SOLUTIONS, a California Corporation; KIMBERLY DAWN PEROTTI; MICHAEL SIMMONS, and DOES I through 50, inclusive,

Defendants.

CASE NO.: CIV 1403236

NOTICE OF CLASS ACTION SETTLEMENT

IMPORTANT NOTIFICATION TO POTENTIAL CLASS MEMBERS

IF YOU WERE EMJ>LOYED BY AXIS APPRAISAL MANAGEMENT SOLUTIONS AT ANY TIME FROM AUGUST 22, 2010 THROUGH APRIL 23, 2015 AS APPRAISERS, INCLUDING EMPLOYEES WITH THE JOB TITLES "IN-HOUSE APPRAISER," "STAFF APPRAISER," "REVIEW APPRAISER," "LEAD APPRAISER," "IN-HOUSE REVIEW APPRAISER," "SENIOR REVIEW APPRAISER," "QUALITY CONTROL REVIEWER," "QC REVIEWER," AND ANY OTHER EMPLOYEE PERFORMING THE SAME OR SIMILAR DUTIES, YOU MAY BE ENTITLED TO PAYMENT AS A CLASS MEMBER IN A CLASS ACTION SETTLEMENT.

A $380,000 SETTLEMENT FUND HAS BEEN CREATED TO PAY CLAIMS OF CLASS MEMBERS IN ORDER TO SETTLE A WAGE AND HOUR LAWSUIT.

YOUR ANTICIPATED MINIMUM ALLOCATION OF THE SETTLEMENT FUND UNLESS YOU OPT-OUT OF THE SETTLEMENT IS [$$AMOUNT]. THIS IS BASED UPON THE UNDERSTANDING THAT YOU WORKED [##WEEKS) FOR AXIS DURING THE RELEVANT PERIOD, AND HAD A PRIOR SETTLEMENT PAYMENT OF [PRIOR$$).

YOU SHOULD READ THIS NOTICE CAREFULLY BECAUSE IT WILL AFFECT YOUR RIGHTS, WHETHER YOU ACT OR DO NOT ACT.

THE MARIN COUNTY SUPERIOR COURT AUTHORIZED THIS NOTICE. THIS IS NOT A LAWSUIT AGAINST YOU, AND THIS IS NOT A SOLICITATION FROM A LAWYER.

Page 20: CLASS ACTION SETTLEMENT AND RELEASE OF … Settlement Fw1d (and/or Class Counsel does not successfully appeal any denial of fees), the difference between this amount and the actual

YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT

EXCLUDE YOURSELF If you exclude yourself by opting out of the class, you get no payment but you retain your right to pursue your claims against Defendants in a separate action or proceeding.

OBJECT If you disagree with the proposed Settlement, you may submit an objection. You may also appear in Court and explain why you do not like the Settlement or use an attorney to appear for you. If the Court agrees with your objection, tl1e parties can choose whether to withdraw the settlement or change its terms. If you object, this does not mean you opt out of the class. As explained below, if you opt out of the class, you will not be permitted to object to the settlement terms.

Do NOTHING If you do nothing, you will receive a payment and release claims.

BASIC INFORMATION

li. Why did I receive this Notice?

You received this Notice because Defendants' records show that you were employed at AXIS APPRAISAL MANAGEMENT SOLUTIONS, INC. ("Axis" or "Defendant") at some point from August 22, 2010 through April23, 2015. All Class Members are receiving a Notice.

The Court has granted preliminary approval of a proposed Settlement of a class action lawsuit that may affect you. You have legal rights and options that you may exercise before the Court decides whether to grant Final Approval of the proposed Settlement.

This package explains the lawsuit, the Settlement, your legal rights, what benefits are available, who is eligible for benefits, and how to get these benefits.

The Court in charge of the case is the Superior Court of the State of California, County of Marin, and the case is known as Bruce Ford, et al. v. Axis Appraisal Management Solutions, Inc.et a!. (Case No. 1403236).

DO NOT CONTACT THE COURT DIRECTLY WITH QUESTIONS. THE COURT WILL NOT ANSWER ANY OF YOUR QUESTIONS.

Page 21: CLASS ACTION SETTLEMENT AND RELEASE OF … Settlement Fw1d (and/or Class Counsel does not successfully appeal any denial of fees), the difference between this amount and the actual

12. What is this lawsuit about?

The lawsuit claims that Defendants: (I) failed to pay overtime; (2) failed to pay employees all wages due at the time of discharge or resignation from employment; (3) failed to provide rest and meal breaks; (4) failed to provide complete and accurate wage statements to its employees; (5) failed to pay wages for all time worked; ( 6) failed to reimburse business expenses; (7) violated the Fair Labor Standards Act; (8) violated Business & Professions Code section 17200, and (9) violated the Private Attorneys General Act of 2004 ("P AGA").

Defendants deny any liability or wrongdoing of any kind in connection with Plaintiffs' claims. In order to avoid the time and expense of proceeding with the lawsuit through a trial, appeals, and final judgment, the Named Plaintiffs and Defendants agreed to enter into a settlement of this case ("Settlement").

Both Defendants and Class Counsel encourage you to consider this to be a fair settlement.

13. What is a class action?

In a class action, one or more people, called Class Representatives (in this case Bruce Ford, Joseph Harvard, and Sandra Huser), file a lawsuit on behalf of people who they believe have similar claims ("Class Members"). The individuals or companies who are being sued are known as Defendants. The Court will resolve the issues for all Class Members, except for those who exclude themselves from the Class.

14. What is a settlement?

A class action Settlement occurs when Class Representatives and Defendants decide to settle the case rather than seek a decision from a judge or jury. The proposed Settlement must be approved by the Court. This happens in two stages. First, if the Court is satisfied that the proposed Settlement appears fair, adequate and reasonable, it grants preliminary approval and orders that a Notice like this be sent to the Class Members. Class Members can then request exclusion, or object to the proposed Settlement. Once Class Members have had had an opport1mity to make this decision, the Court reviews this information - and submissions by all interested persons -and decides whether to grant final approval of the Settlement If the Court grants final approval, the Class Members who did not ask to be excluded will become Settlement Class Members and will be paid out of the Settlement monies in exchange for a release of claims.

Page 22: CLASS ACTION SETTLEMENT AND RELEASE OF … Settlement Fw1d (and/or Class Counsel does not successfully appeal any denial of fees), the difference between this amount and the actual

WHO IS INCLUDED IN THE SETTLEMENT

5. How do I know ifl am part of the Settlement'?

Any current and former employee who fits the following description IS considered a Class Member:

All Appraisers, including those with the job title "In-House Appraiser," "Staff Appraiser," "Review Appraiser," "Lead Appraiser," "In-House Review Appraiser," "Senior Review Appraiser," "Quality Control Reviewer," "QC Reviewer," and any other employee performing the same or similar duties for Axis Appraisal Management Solutions, Inc. at any time from August 22,2010 through April23, 2015, in the State of California.

and

All Appraisers (as defined above) performing such duties for Axis Appraisal Management Solutions, Inc. at auy time from August 22, 2011 through April 23, 2015, outside the State of California.

6. Are there exceptions to being included?

You are not a Class Member if you did not work for Axis Appraisal Management Solutions, Inc. as an Appraiser from August 22,2010 through April23, 2015.

If you worked for Axis Appraisal Management Solutions, Inc. in other positions in addition to being au Appraiser, you can still submit a claim for the time that you were an Appraiser.

17. I am still not sure ifl am included.

If you received this notice, it is likely you qualify to participate. If you do not meet the definition of Appraiser during the relevant time period described in Section 5, above, you may contact Gilardi & Co., the claims administrator, at the address listed in Section 13 below.

THE SETTLEMENT BENEFITS- WHAT YOU GET

Is. What does the settlement provide?

Defendants have agreed to create a fund of $380,000.00 to be divided among all Class Members who participate. This fund will also pay for Plaintiffs' attorneys' fees and costs, enhancements to the Class Representatives, and other payments made pursuant to this Settlement.

19. How much will my payment be?

Your minimum share of the fund is listed above. Your share of the Settlement will depend on: a)

Page 23: CLASS ACTION SETTLEMENT AND RELEASE OF … Settlement Fw1d (and/or Class Counsel does not successfully appeal any denial of fees), the difference between this amount and the actual

how many weeks you worked for Axis in California from August 22, 2010 through April 23, 2015; b) how many weeks you worked for Axis in states other than California from August 22, 2011 through April 23, 2015; c) whether you have previously received a settlement payment for wages from Axis; d) the amount of attorneys' fees and costs, enhancement payments, and PAGA payments approved by the Court; and e) how many Class Members, if any, opt out of the Settlement.

Standard payroll taxes will be taken from one fourth of the settlement amount you receive, to be considered wages. The other three fourths will be paid to you with IRS form I 099s, to be considered reimbursements for work-related expenses, interest damages, and non-wage damages. You alone are responsible for paying any appropriate taxes on the latter amount.

How You GET A PAYMENT

jto. How can I get a payment?

You will receive a payment unless you opt-out of this Settlement timely.

jtt. When would I get my payment?

The Court will hold a hearing on [DATE] at [TIME], subject to change by the Court, to decide whether to finally approve the Settlement. If the Court approves the Settlement, there may be appeals. Resolving any appeals can take time, perhaps more than a year. Please be patient. However, if the Court approves the Settlement at the hearing and there are no appeals, payments will be made within a month after tl1e final approval, hopefully shortly after the hearing.

j12. What am I giving up to get a payment?

Unless you exclude yourself, you will remain part of the Class, and that means you cannot sue, continue to sue, or be part of any other lawsuit against Defendants for claims alleged by the Class Representatives in the Complaint, as well as known and unknown claims which could have been brought based on the factual allegations contained in the Complaint, including but not limited to claims for misclassification, unpaid wages, unpaid commissions, unpaid overtime, record-keeping violations, paycheck violations, meal period and rest period violations, "waiting time" penalties, and failure to reimburse business expenses, which arose from August 22, 2010 to April23, 2015. This Release is final.

You can review the exact language of the release by reviewing the Settlement. See the "Getting More Information" section of this Notice to learn how to access a copy of the Settlement.

Page 24: CLASS ACTION SETTLEMENT AND RELEASE OF … Settlement Fw1d (and/or Class Counsel does not successfully appeal any denial of fees), the difference between this amount and the actual

EXCLUDING YOURSELF FROM THE SETTLEMENT

If want to keep the right to sue or continue to sue Defendants on your own regarding the legal issues in this case, then you must exclude yourself from the Settlement. This is called "opting out" of the Class. If you exclude yourself from the Settlement, you will not receive any payment at all from this Settlement.

13. How do I request to be excluded from the Settlement?

To exclude yourself from the Settlement, you must send a letter by mail stating that you want to be excluded from Bruce Ford. et a/. v. Axis Appraisal Management Solutions, Inc., et a/. Be sure to include your name, mailing address, email address (if any), telephone number, and your signature. You must mail your exclusion request postmarked no later than [DATE) to:

Gilardi & Co. 330 I Kerner Blvd # 100 San Rafael, CA 94901

If you ask to be excluded you will not receive any settlement payments and you cannot object to the Settlement. You will not be legally bound by anything that happens in this lawsuit. You will be able to sue or continue to sue Defendants in the future. If you have a pending lawsuit, speak to your lawyer in that case immediately. You may need to exclude yourself from this Class to continue your own lawsuit.

14. What happens if I do nothing?

If you do nothing regarding this notice, your rights will still be affected. You will lose the right to object to the Settlement. You will be legally bound by all of the orders and judgments of the Court in this case. You will give up your right to sue Defendants for claims that this settlement resolves.

THE LAWYERS REPRESENTING THE CLASS

lis. Do I have a lawyer in this case?

Bryan Schwartz Law represents Class Members, and is called the Class Counsel. Class Counsel will be paid from the settlement amount, so you will not be charged personally for the firm's work on this case and in negotiating this settlement. If you want to be represented by your own lawyer, you may hire one at your own expense.

Page 25: CLASS ACTION SETTLEMENT AND RELEASE OF … Settlement Fw1d (and/or Class Counsel does not successfully appeal any denial of fees), the difference between this amount and the actual

16. How will the lawyers and Class Representatives be paid?

Class Counsel will ask the Court to approve the payment of $126,666.67 for attorneys' fees (33 1/3% of the total) and up to $10,000 for costs and expenses associated with investigating the facts, litigating the case, attending mediation, and negotiating the settlement. A payment not to exceed $8,000 will also be made for the costs of the Claims Administrator administering the Settlement. A total payment of up to $22,500 will be made to the three Class Representatives, Bruce Ford, Joseph Harvard, and Sandra Huser, for their work in bringing this lawsuit and in exchange for them waiving a much broader aiTay of personal claims than you are waiving.

A payment of $3,000 will also be made to the State of California's Labor and Workforce Development Agency to satisfy alleged Labor Code violations pursuant to the California Labor Code Private Attorneys General Act of 2004 ("P AGA").

The Court may award less than these amounts. Defendants have agreed not to oppose Class Counsel's request for fees and expenses.

OBJECTING TO THE SETTLEMENT

17. How do I tell the Court that I do not like the Settlement?

If you think that the proposed Settlement is unfair, inadequate or unreasonable, you may object to the proposed Settlement. If you want to object to all or any part of the Settlement, you must send the Court and the parties a notice of intention to appear, along with any papers for the Court to consider. You must mail or personally deliver copies of your objection to the addresses listed below postmarked no later than [DATE]:

Court Class Counsel Defense Counsel Clerk of the Court Bryan Schwartz Law Sarah N. Leger Superior Court of California, 1330 Broadway, Suite 1630 Ragghianti Freitas LLP County of Marin Oakland, CA 94612 1101 Fifth Ave., Suite 100 3501 Civic Center Drive San Rafael, CA 94901 San Rafael, CA 94903

Settlement Administl·ator

Gilardi & Co. 3301 Kerner Blvd #100 San Rafael, CA 94901

Page 26: CLASS ACTION SETTLEMENT AND RELEASE OF … Settlement Fw1d (and/or Class Counsel does not successfully appeal any denial of fees), the difference between this amount and the actual

18. What's the difference between objecting and "Opting Out"?

Objecting is simply telling the Court that you do not like something about the Settlement. You can object only if you stay in the Class. Excluding yourself from the Settlement or "opting out" is telling the Court that you do not want to be part of the Class or receive any payment from the Settlement. If you exclude yourself, you have no basis to object because the case no longer affects you.

19. What if I think the workweeks used to calculate my allocation !u·e wrong?

If you want to challenge the information about how many weeks you worked, listed on the first page of this Notice, then you must submit a written, signed challenge along with supporting documents, if any exist, to the Settlement Administrator at the address provided below within thirty (30) calendar days of the date this Notice was mailed to you.

120. What happens if I do nothing at all?

By doing nothing, you will also lose your right to object. Doing notl1ing means you choose not to opt out. See Question I 4 for more details about "doing nothing."

THE COURT'S FINAL APPROVAL FAIRNESS HEARING

21. When and where will the Court decide whether to approve the Settlement?

The Court will hold a Final Approval Fairness Hearing at [TIME] on [DATE], at the Superior Court of California, County of Marin, 350 I Civic Center Drive, San Rafael, CA 94903, before [COURT DETAILS]. At this hearing the Court will consider whether the Settlement is fair, reasonable, and adequate. If there are objections, the Comi will consider them. After the hearing, the Court will decide whether to approve the Settlement.

122. May I attend the hearing and speak?

Anyone may attend this hearing. If you are a Class Member and wish to speak, you must file and serve an objection (as described above under Question 17), before you can speak at the hearing. You may also pay your own lawyer to attend, but it is not necessary.

GETTING MORE INFORMATION

23. Are there more details about the Settlement?

This Notice summarizes the proposed Settlement. For a more detailed statement of the matters involved in the Action and the proposed Settlement, you can view a copy of the proposed Settlement and other key documents in this case at the following web address: www .bryanschwartzlaw .com/ AxisSettlement.htm.

You can calll-XXX-XXX-XXXX toll free, or write to [CLAIMS ADMINISTRATOR NAME],

Page 27: CLASS ACTION SETTLEMENT AND RELEASE OF … Settlement Fw1d (and/or Class Counsel does not successfully appeal any denial of fees), the difference between this amount and the actual

P.O. Box XXXX, City ST XXXXX-XXXX.

You may also speak to Class Counsel, Bryan Schwartz: Bryan Schwartz Law, 1330 Broadway, Suite I 630, Oakland, California 94612, 51 0.444.9300; e-mail: [email protected]; [email protected].

DO NOT CALL THE COURT